Where there are other provisions in laws and regulations and China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission), those provisions shall prevail.
The term "corporate bonds" as mentioned in these Measures refers to the securities issued by the company in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time. Article 3 Corporate bonds may be issued publicly or privately. Article 4 Issuers and other information disclosure obligors shall perform their disclosure obligations in a timely and fair manner, and the information disclosed or submitted must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions. Article 5 The issuer, its controlling shareholder and actual controller shall be honest and trustworthy, and the directors, supervisors and senior managers of the issuer shall be diligent and conscientious, and safeguard the legal rights enjoyed by bondholders and the rights agreed in the bond prospectus. Article 6 The audit report, asset appraisal report and rating report quoted in the prospectus of bond offering and other information disclosure documents shall be issued by institutions qualified to engage in securities service business.
The legal opinions cited in the prospectus for bond issuance and offering shall be issued by a law firm and signed by two practicing lawyers and the person in charge of the law firm. Article 7 Professional institutions and personnel such as underwriting institutions, credit rating agencies, entrusted managers, accounting firms, asset appraisal institutions and law firms that provide services for corporate bond issuance shall be diligent and conscientious, strictly abide by professional norms and regulatory rules, and perform their obligations in accordance with regulations and agreements. Article 8 Issuers, underwriting institutions and their relevant staff members shall not violate fair competition and interest transfer, seek illegitimate interests directly or indirectly, or disrupt market order in the process of offering pricing and placing. Article 9 The approval of the issuance of corporate bonds by the China Securities Regulatory Commission or the filing of the issuance of corporate bonds by the China Securities Association in accordance with these Measures does not mean that the issuer's business risk, debt risk, litigation risk and investment risk or income of corporate bonds are judged or guaranteed. The investment risk of corporate bonds shall be borne by the investors themselves. Article 10 The China Securities Regulatory Commission shall supervise and manage the public offering and non-public offering of corporate bonds and their trading or transfer activities according to law.
Securities self-regulatory organizations may, in accordance with relevant regulations, conduct self-regulatory management on the listing, trading or transfer, non-public issuance and transfer, underwriting, due diligence, credit rating, entrusted management and credit enhancement of corporate bonds.
Securities self-regulatory organizations shall formulate relevant business rules and make specific provisions on underwriting, filing, listing, trading or transfer, information disclosure, investor suitability management, holders' meeting and entrusted management of corporate bonds, and report to the China Securities Regulatory Commission for approval. Chapter II Issuance and Transfer of Transactions Section 1 General Provisions Article 11 When issuing corporate bonds, the issuer shall make resolutions on the following matters in accordance with the Company Law or the articles of association:
(1) The number of bonds issued;
(2) the mode of issuance;
(3) Term of bonds.
(4) the purpose of the raised funds;
(5) Validity of the resolution;
(six) other matters that need to be clarified in laws, regulations and the Articles of Association.
When issuing corporate bonds, arrangements shall be made for the credit enhancement mechanism and debt repayment guarantee measures, which shall also be specified in the resolution. Article 12 Corporate bonds issued by listed companies and unlisted public companies whose shares are publicly transferred may be accompanied by stock options and convertible into related stocks. Shareholders of listed companies and unlisted public companies who publicly transfer their shares may issue corporate bonds and stipulate that they can be converted into shares of listed companies or unlisted public companies. Commercial banks and other financial institutions may issue corporate bonds with write-down clauses in accordance with relevant regulations.
When a listed company issues corporate bonds with warrants and convertible into shares, it shall comply with the relevant provisions of the Measures for the Administration of Securities Issuance of Listed Companies and the Interim Measures for the Administration of Securities Issuance of Listed Companies on the Growth Enterprise Market.
The issuance of corporate bonds with warrants and convertible clauses by unlisted public companies whose shares are publicly transferred shall be separately stipulated by the China Securities Regulatory Commission. Article 13 All directors, supervisors and senior management personnel of an issuer shall sign the prospectus of bond offering, promise that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities, unless they can prove that they are innocent. Article 14 Qualified investors mentioned in these Measures shall have the corresponding risk identification and bearing capacity, know and bear the risks of corporate bond investment, and meet the following conditions:
(1) Financial institutions established with the approval of relevant financial regulatory authorities, including securities companies, fund management companies and their subsidiaries, futures companies, commercial banks, insurance companies, trust companies, and private fund managers registered in China Asset Management Association (hereinafter referred to as Fund Industry Association);
(2) The wealth management products issued by the above-mentioned financial institutions to investors include, but are not limited to, asset management products of securities companies, products of funds and fund subsidiaries, asset management products of futures companies, bank wealth management products, insurance products, trust products and private equity funds filed by fund industry associations;
(3) Enterprises, institutions, legal persons and partnerships with net assets of not less than10 million yuan;
(4) Qualified Foreign Institutional Investors (QFII) and RMB Qualified Foreign Institutional Investors (RQFII);
(five) social security funds, enterprise annuities and other pension funds, charitable funds and other social welfare funds;
(six) individual investors with financial assets of not less than 3 million yuan;
(seven) other qualified investors recognized by the China Securities Regulatory Commission.
The financial assets mentioned in the preceding paragraph include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, futures rights and interests, etc. Wealth management products and partnerships plan to invest their main assets in a single bond, so it is necessary to thoroughly check whether the final investor is a qualified investor and calculate the number of investors together. The specific standards shall be stipulated by the fund industry association.
Securities self-regulatory organizations may, on the basis of the provisions of these Measures, set stricter qualification conditions for qualified investors.