Legal basis: Measures for the Administration of Non-public Issuance of Corporate Bonds
Article 1 In order to do a good job in the record management of non-public issuance of corporate bonds, these Measures are formulated in accordance with the Measures for the Administration of Issuance and Trading of Corporate Bonds and other relevant laws and regulations, normative documents and self-discipline rules.
Article 2 These Measures shall apply to the filing of non-public corporate bonds in People's Republic of China (PRC). Where there are other provisions in laws and regulations, China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) and self-regulatory organizations, those provisions shall prevail.
Article 3 The Securities Association of China (hereinafter referred to as the Association) shall exercise self-discipline management over the filing of non-public corporate bonds. CSI Inter-agency Quotation System Co., Ltd. (hereinafter referred to as the quotation system) specifically undertakes the filing of non-public issuance of corporate bonds.
Article 4 The filing obligor shall designate a special person to submit filing materials by electronic means.
The filing obligor mentioned in these Measures refers to the underwriting institution, issuer or trustee of private equity bonds.
Article 5 The filing obligor shall promise that the contents of relevant filing documents are true, accurate and complete.
Article 6 The Association shall, in accordance with the principles of fairness, justice, simplicity and high efficiency, implement filing management for non-public issuance of corporate bonds.
Article 7 For the non-public issuance of corporate bonds to be listed and transferred on the stock exchange, the underwriting institution or the issuer selling itself shall submit the registration form to the Association within 5 working days after each issuance.
To transfer or hold non-public corporate bonds that have not been transferred due at the counter of a securities company, the underwriting institution or the self-selling issuer shall submit the registration form to the Association within 5 working days after each issuance, and submit the following materials at the same time:
(1) internal authorization resolution of the issuer on non-public issuance of corporate bonds in this period; (2) prospectus of corporate bonds. (3) Proof documents of credit enhancement measures such as guarantee contracts and letters (if any); (4) Entrustment management agreement; (5) The financial reports of the issuer in the last two fiscal years (less than two years, from the date of establishment) audited by an accounting firm with securities practice qualifications; (6) issued by a law firm.
Article 8 The registration form shall include but not be limited to the following contents:
(1) Issuer-related information (2) Bond issuance-related information (3) Intermediary-related information (4) Protection arrangement information for bondholders (5) Commitment of the underwriting institution or self-selling issuer to the truthfulness, accuracy and completeness of the reported information, or commitment of the self-selling issuer to the appropriateness of bond sales of non-public companies, and commitment of the underwriting institution to the items that meet the requirements of the negative list.
Article 9 If the filing materials submitted by the underwriting institution or the self-selling issuer involve the issuer's business secrets or non-public information that may have a significant impact on the use of raised funds, the filing materials may be kept confidential and relevant explanations shall be issued.
Article 10 The Association shall review the completeness of the filing materials and file them within 5 working days after the filing materials are complete. If the filing materials are incomplete, the association will inform the underwriting institution or the issuer that sells itself of all the contents that need to be corrected within 5 working days after receiving the filing materials. If the underwriting institution or self-selling issuer makes corrections as required, the association shall put it on record within 5 working days after the documents are complete.
Article 11 The Association may review the completeness of the filing materials through written examination, inquiry and interview.