What special protection clauses can be set in the bond contract or prospectus to further protect the rights and interests of bond investors?

After consultation, the issuer and investors can set some special clauses to protect the rights and interests of investors in the bond contract or prospectus, such as:

(1) Cross-default clause. Cross-default refers to the default of other debts of the issuer or its subsidiaries within the scope of consolidation, reaching a certain amount or exceeding a certain proportion of net assets, and the bond is also regarded as default. After applying this clause, bondholders have the right to start the investor protection mechanism in time when the issuer defaults on other debts. By convening a bondholders' meeting, the bondholders are required to provide appropriate guarantees, negotiate to change the relevant agreements of the current bond and bear the corresponding liabilities for breach of contract, announce the early maturity of the bond, and initiate arbitration or litigation, so as to avoid irreparable losses to investors because the payment of the bond is seriously inferior to other debts.

(2) Financial indicator commitment clauses. Financial indicator commitment refers to the commitment of the issuer to one or more financial indicators during the bond's duration in the prospectus, such as the highest asset-liability ratio, the lowest net profit rate, the highest scale of foreign borrowing funds, etc. If it exceeds the corresponding threshold or fails to disclose it on time, it will be regarded as the default of this bond, and the bondholders have the right to start the investor protection mechanism and require the issuer to buy back the bonds or pay the principal and interest of the bonds in advance as agreed. This clause should be applied according to the different characteristics of the issuer. For example, for issuers with heavy debt burden during the reporting period, the terms of the highest asset-liability ratio and the highest external guarantee ratio can be required, and for issuers with poor profitability and high cash flow pressure, the terms of the lowest net profit rate and the highest scale of foreign borrowing funds can be required. In addition, when using the financial indicator commitment clause, it should also be required to specify in the bond trustee agreement that the trustee has the obligation to check the issuer's performance of the above commitments and urge it to fulfill its information disclosure obligations on time.

(3) Pre-binding clauses. Pre-restraint means that the issuer and its controlling shareholders, actual controllers and senior managers voluntarily restrain the major business activities during the bond's existence, such as paying dividends to shareholders, changing the main business, investing heavily in high-risk industries unrelated to the main business, etc., which can be implemented only after being approved by the bondholders' meeting in advance. If the issuer violates the above commitments, it will be regarded as a breach of this bond, and the bondholders have the right to start the investor protection mechanism and require the issuer to buy back the bonds or pay the principal and interest of the bonds in advance as agreed. At the same time, bondholders can require the issuer to promise to cooperate with the trustee to supervise the performance of relevant pre-binding clauses during the bond's existence in the prospectus and the bond trust management agreement.