Administrative Measures for the Issuance and Trading of Corporate Bonds Article 1 These Measures are formulated in accordance with the Securities Law, the Company Law and other relevant laws and regulations in order to regulate the issuance, trading or transfer of corporate bonds and to protect the lawful rights and interests of investors and the public **** of society.
Second Article In the territory of the People's Republic of China, where corporate bonds are publicly issued and traded or transferred on a stock exchange or in the National Small and Medium-sized Enterprises Stock Transfer System, and where corporate bonds are issued privately and underwritten or sold on their own in accordance with the provisions of these Measures or transferred on a stock exchange, in the National Small and Medium-sized Enterprises Stock Transfer System, in the Inter-institutional Private Placement Products Quotation and Service System, or on a counter of a securities company, these Measures shall apply. These Measures shall apply. Where laws and regulations and the China Securities Regulatory Commission (hereinafter referred to as CSRC) provide otherwise, such provisions shall apply. Corporate bonds referred to in these Measures refers to the company issued in accordance with legal procedures, agreed to a certain period of time to repay the principal and interest of the securities.
Article 3 Corporate bonds can be issued publicly or privately.
Article 4 The issuer and other information disclosure obligations shall fulfill their disclosure obligations in a timely and fair manner, and the information disclosed or reported must be true, accurate and complete, and there shall be no false records, misleading statements or material omissions.
Article 5 The issuer and its controlling shareholders and de facto controllers shall be honest and trustworthy, and the directors, supervisors and senior management of the issuer shall be diligent in upholding the statutory rights enjoyed by the bond holders and the rights agreed upon in the bond prospectus.
Article 6 Audit reports, asset appraisal reports and rating reports cited in the bond prospectus and other information disclosure documents shall be issued by organizations qualified to engage in securities services. The legal opinions cited in the bond prospectus shall be issued by a law firm and signed by two practicing lawyers and the head of the law firm.
Article 7 The underwriting agencies, credit rating agencies, trustee-managers, accounting firms, asset appraisal agencies, law firms and other professional organizations and personnel that provide services for the issuance of corporate bonds shall be diligent and responsible, strictly abide by the practice norms and supervisory rules, and perform their obligations in accordance with the provisions and agreements.
Article 8 The issuers, underwriting institutions and their relevant staff shall not violate fair competition, transfer benefits, directly or indirectly seek undue benefits and other behaviors disrupting the market order in the process of pricing and placing of the issuance.
Article 9 The approval of the China Securities Regulatory Commission for the issuance of corporate bonds or the filing of the issuance of corporate bonds by the China Securities Association in accordance with these Measures does not indicate that it has made any judgment or guarantee on the issuer's business risk, debt repayment risk, litigation risk, and the investment risk or return of the corporate bonds. The investment risk of corporate bonds shall be borne by the investors themselves.
Article 10 The China Securities Regulatory Commission shall, in accordance with the law, supervise and manage the public and private issuance of corporate bonds and their trading or transfer activities. Securities self-regulatory organizations may, in accordance with the relevant provisions, carry out self-regulatory management on the listing, trading or transfer of corporate bonds, non-public offering and transfer, underwriting, due diligence, credit rating, fiduciary management and credit enhancement.
Self-regulatory organizations of securities shall formulate relevant business rules to specify the specific provisions on underwriting, filing, listing, trading or transfer of corporate bonds, information disclosure, investor suitability management, holders' meeting and fiduciary management, etc., and submit them to the CSRC for approval. Section I General Provisions
Article 11 For the issuance of corporate bonds, the issuer shall, in accordance with the Company Law or the relevant provisions of the articles of association, make a resolution on the following matters:
(1) the number of bonds to be issued;
(2) the method of issuance;
(3) the term of the bonds;
(4) the purpose of the funds raised;
(v) the effective period of the resolution;
(vi) other matters that need to be clarified in accordance with laws and regulations and the articles of association. In the case of issuance of corporate bonds, if arrangements are made for credit enhancement mechanisms and debt repayment guarantee measures, they shall also be set forth in the matters of resolution.
Article 12 The corporate bonds issued by a listed company or an unlisted public company whose shares are publicly transferred may be accompanied by provisions such as share options and convertibility into relevant shares. The shareholders of a listed company or an unlisted public company whose shares are publicly transferred may issue corporate bonds with clauses that can be exchanged for shares of the listed company or the unlisted public company. Commercial banks and other financial institutions may issue corporate bonds with write-down clauses in accordance with relevant regulations. The issuance by a listed company of corporate bonds with share options and convertible into shares shall comply with the relevant provisions of the Administrative Measures for the Issuance of Securities by Listed Companies and the Interim Measures for the Administration of the Issuance of Securities by Listed Companies on the Growth Enterprise Market. The issuance of corporate bonds with warrants and convertible into shares by an unlisted public company whose shares are publicly transferred shall be separately regulated by the CSRC.
Article 13 All directors, supervisors and senior management of the issuer shall sign the bond prospectus and undertake that there are no false records, misleading statements or material omissions, and shall bear the corresponding legal liabilities, unless they can prove that they are not at fault.
Article 14 A qualified investor referred to in these Measures shall have the appropriate risk identification and bearing ability, be aware of and bear the investment risks of corporate bonds, and meet the following qualifications:
(1) Financial institutions approved by the relevant financial regulatory authorities, including securities companies, fund management companies and their subsidiaries, futures companies, commercial banks, insurance companies and trust companies, as well as financial institutions approved by the China Securities Regulatory Commission (CSRC), and the Chinese Securities and Futures Commission (CSC). trust companies, etc., as well as private fund managers registered by the China Securities Investment Fund Industry Association (hereinafter referred to as the Fund Industry Association);
(ii) financial products issued by the above financial institutions for investors, including but not limited to asset management products of securities companies, products of funds and fund subsidiaries, asset management products of futures companies, financial products of banks, insurance products, trust products, and private funds filed with the Fund Industry Association. Fund Industry Association;
(c) legal persons of enterprises and public institutions with net assets of not less than RMB 10 million and partnerships;
(d) Qualified Foreign Institutional Investors (QFII) and Renminbi Qualified Foreign Institutional Investors (RQFII);
(e) social security funds, pension funds such as enterprise annuities, and charitable funds and other social public welfare funds;
(vi) individual investors whose financial assets are not less than RMB 3 million;
(vii) other qualified investors recognized by the CSRC.
The financial assets referred to in the preceding paragraph include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, futures interests, etc.; wealth management products and partnerships intending to invest their main assets in a single bond need to be penetrated to verify that the ultimate investor is a qualified investor and to calculate the number of investors in aggregate, with the specific standards set forth by the Fund Industry Association.
Self-regulatory organizations of securities may set more stringent qualification conditions for qualified investors on the basis of the provisions of these measures.
Article 15 In the case of public offering of corporate bonds, the funds raised shall be used for the approved purposes; in the case of private offering of corporate bonds, the funds raised shall be used for the agreed purposes. Except for financial enterprises, the funds raised shall not be lent to others. The issuer shall designate a special account for the receipt, storage, transfer and repayment of principal and interest of the funds raised by the corporate bonds.
Section II Public Offering and Trading
Article 16 The public offering of corporate bonds shall comply with the relevant provisions of the Securities Law and the Company Law and be approved by the China Securities Regulatory Commission.
Article 17 No public offering of corporate bonds shall be made if any of the following circumstances exists:
(1) There are false records in the company's financial and accounting documents within the last thirty-six months, or there are other major violations of law committed by the company;
(2) There are false records, misleading statements or material omissions in the application documents for this offering;
(3) There are false records, misleading statements or material omissions in respect of the corporate bonds or other debts issued;
(3) There are false records, misleading statements or material omissions in respect of the corporate bonds or other debts issued. The fact that there is a default or delay in payment of principal and interest on the issued corporate bonds or other debts is still in a continuing state;
(iv) Other circumstances that seriously jeopardize the legitimate rights and interests of investors and the interests of the social public ****.
Article 18 A corporate bond whose creditworthiness meets the following criteria may be publicly offered to public investors, or it may independently choose to be publicly offered only to qualified investors:
(1) the fact that the issuer has not defaulted on its debts or delayed in payment of principal and interest for the last three years;
(2) the issuer's average annual distributable profit realized in the last three fiscal years is not less than bond 1.5 times of one year's interest;
(iii) The credit rating of the bonds reaches AAA;
(iv) Other conditions stipulated by the China Securities Regulatory Commission according to the needs of investor protection. The public offering of corporate bonds not meeting the standards set forth in the preceding paragraph shall be directed to qualified investors; if the public offering is directed to qualified investors only, the CSRC shall simplify the approval process.
Article 19 of the public offering of corporate bonds, shall be commissioned to engage in the certificate business qualification of credit rating agencies for credit rating.
Article 20 The issuer shall prepare and submit the application documents for the public offering of corporate bonds in accordance with the relevant provisions of the China Securities Regulatory Commission (CSRC) on the content and format of information disclosure.
Article 21 After accepting the application documents, the CSRC shall review the application for public offering of corporate bonds in accordance with the law, and within three months from the date of acceptance of the application documents for issuance, it shall make a decision on whether or not to approve the application and issue relevant documents. After the approval of the application for issuance, before the end of the issuance of corporate bonds, the issuer occurs significant matters, resulting in may no longer meet the conditions of issuance, shall be suspended or suspended issuance, and timely report to the CSRC. If the conditions for issuance are affected, the approval procedure shall be re-executed. Underwriting agency shall diligently fulfill its verification obligations, found that the issuer exists in the preceding paragraph, shall immediately stop underwriting, and urge the issuer to promptly fulfill its reporting obligations.
Article 22 The public offering of corporate bonds, may apply for a single approval, issued in stages. From the date of approval by the China Securities Regulatory Commission, the issuer shall complete the first issue within twelve months, and the remaining quantity shall be issued within twenty-four months. The prospectus of a public offering of corporate bonds shall be valid for six months from the date of its final signature. If the issuance method is adopted in installments, the issuer shall disclose the updated bond prospectus in a timely manner in the subsequent issues and report to the CSRC for record within five working days after the completion of each issue.
Article 23 A publicly issued corporate bond shall be listed and traded on a stock exchange established by law, or transferred on the National Small and Medium-sized Enterprise Stock Transfer System or other securities trading venues approved by the State Council.
Article 24 The stock exchange and the National Small and Medium-sized Enterprises Stock Transfer System shall implement classified management for the listing and trading or transfer of publicly issued corporate bonds, implement a differentiated trading mechanism, establish a corresponding investor appropriateness management system, and improve the risk control mechanism. The stock exchange, the national small and medium-sized enterprise stock transfer system shall adjust the trading mechanism and investor appropriateness arrangements in a timely manner according to the changes in the credit status of the bonds.
Article 25 The public offering of corporate bonds to apply for listing and trading or transfer, should be issued before the stock exchange, the national small and medium-sized enterprise share transfer system in accordance with the relevant rules, clear trading mechanism and trading session of the investor suitability arrangements. The investor suitability requirements for the issuance and trading segments shall be consistent.
Section III: Private Offering and Transfer
Article 26 The corporate bonds issued in private shall be issued to qualified investors, and shall not be issued by way of advertisement, public persuasion and disguised publicity, and the target of each issuance shall not be more than two hundred persons.
Article 27 The issuer and underwriting institution shall, in accordance with the investor suitability system prescribed by the China Securities Regulatory Commission and the securities self-regulatory organizations, understand and assess the risk identification and bearing capacity of investors in the non-public offering of corporate bonds, confirm that investors participating in the non-public offering of corporate bonds subscription are qualified investors, and fully disclose the risks.
Article 28 Whether the non-public offering of corporate bonds is subject to credit rating shall be determined by the issuer and disclosed in the bond prospectus.
Article 29 In the case of a private offering of corporate bonds, the underwriting institution or the issuer that sells the bonds on its own in accordance with the provisions of Article 33 of these Measures shall file a record with the China Securities Association (CSA) within five working days after the completion of each offering.
The China Securities Association shall be filed in a timely manner when the materials are available. The filing does not mean that the China Securities Association to implement compliance review, does not constitute market access, and does not exempt the relevant subjects from liability for violations.
Article 30 The non-public issuance of corporate bonds may apply for transfer on the stock exchange, the national small and medium-sized enterprise share transfer system, the inter-institutional private placement product quotation and service system, and the counter transfer of securities companies.
Article 31 The transfer of privately issued corporate bonds is limited to qualified investors. After the transfer, the total number of qualified investors holding the same issue of bonds shall not exceed two hundred.
Article 32 The directors, supervisors, senior management and shareholders holding more than five percent of the shares of the issuer may participate in the subscription and transfer of the Company's non-publicly issued corporate bonds without being subject to the restriction on the qualification conditions for qualified investors as set forth in Article 14 of these Measures.
Section IV Issuance and Underwriting Management
Article 33 The issuance of corporate bonds shall be underwritten by securities companies qualified for securities underwriting business.
Securities companies qualified for securities underwriting business, China Securities Finance Corporation and other institutions recognized by the China Securities Regulatory Commission for non-public issuance of corporate sales.
Article 34 of the underwriting agency underwriting corporate bonds, should be based on these measures and the China Securities Regulatory Commission, China Securities Association due diligence, risk control and internal control and other relevant regulations, the development of a strict risk management system and internal control system, to strengthen the pricing and placement process management.
Article 35 Underwriting institutions underwriting corporate bonds shall adopt the underwriting or distribution method in accordance with the relevant provisions of the Securities Law.
Article 36 The issuer and the lead underwriter shall sign an underwriting agreement, defining the rights and obligations of both parties in the underwriting agreement, and agreeing on a clear underwriting base. Where underwriting is used, the responsibility for underwriting shall be clearly defined. Public offering of corporate bonds, in accordance with the provisions of laws and administrative regulations shall be underwritten by the underwriting group, the underwriting agency shall form the underwriting group shall sign the underwriting group agreement, the lead underwriter is responsible for organizing the underwriting work. Corporate bond issuance by more than two underwriting institutions joint underwriting, all underwriting institutions as the main underwriter shall *** with the main underwriting responsibilities, to fulfill the relevant obligations. Underwriting group consists of more than three underwriting agencies, can set up deputy underwriters, to assist the main underwriter to organize underwriting activities. Members of the underwriting syndicate should be in accordance with the underwriting syndicate agreement and the underwriting agreement for underwriting activities, shall not be false underwriting.
Article 37 The price or interest rate of a public offering of corporate bonds shall be determined by market-oriented methods such as inquiry or public bidding. The issuer and the principal underwriter shall negotiate and announce the pricing and placement plan for the public offering, specifying the principles for determining the price or interest rate, the pricing process for the offering, and the placement rules.
Article 38 The issuer and the underwriter shall not manipulate the pricing of the offering or operate in a secretive manner; they shall not seek undue benefits or transfer benefits to other relevant interests by way of proxy or trust; they shall not provide financial assistance to investors participating in the subscription, either directly or through their interests; and they shall not engage in any other behaviors that violate the fair competition and disrupt the market order.
Article 39 In the case of a public offering of corporate bonds, the issuer and the principal underwriter shall engage a law firm to witness the issuance process, the placement behavior, the qualification conditions of the investors participating in the subscription, the allocation of funds and other matters, and issue a special legal opinion. Within ten working days after the listing of the publicly issued corporate bonds, the lead underwriter shall report the special legal opinion together with the underwriting summary report and other documents to the CSRC.
Article 40 The issuer and the underwriting institution shall not exaggerate the publicity in the promotion process, or induce or mislead the investors by false advertisements and other improper means, and shall not disclose other information about the issuer except for the bond prospectus and other information. The underwriting institution shall retain the relevant information in the underwriting process of promotion, pricing and placement and file it for inspection in accordance with relevant laws and regulations, including promotional materials and roadshow recordings, etc., so as to faithfully and comprehensively reflect the process of inquiry, pricing and placement. The relevant materials for promotion, pricing and placement shall be produced and properly stored in accordance with the provisions of the China Securities Association.
Article 41 The China Securities Association shall formulate risk control management regulations for the underwriting business of non-publicly issued corporate bonds, and limit and dynamically adjust the scope of underwriting business according to the market risk conditions. Article 42 The issuer and other information disclosure obligations shall perform information disclosure obligations in accordance with the relevant provisions of the CSRC and securities self-regulatory organizations.
Article 43 The issuer of publicly issued corporate bonds shall disclose the bond prospectus in a timely manner in accordance with the regulations, and disclose the interim report and the annual report audited by a certified public accountant firm qualified to engage in the securities service business during the term of the bonds. The point of time and content of information disclosure by the issuer of non-publicly issued corporate bonds shall be fulfilled in accordance with the agreement of the prospectus, and the relevant information disclosure documents shall be filed with the China Securities Association by the trustee.
Article 44 The use of funds raised by corporate bonds shall be disclosed in the bond prospectus. The issuer shall disclose the use of proceeds from the public offering of corporate bonds in the periodic report. In the case of a private offering of corporate bonds, the disclosure of the use of proceeds shall be agreed upon in the bond prospectus.
Article 45 The issuer of publicly issued corporate bonds shall disclose in a timely manner the occurrence of material matters that may affect its solvency or the price of the bonds during the subsistence period of the bonds. Material matters include:
(1) significant changes in the issuer's business policy, business scope or external conditions for production and operation;
(2) changes in the credit rating of the bonds;
(3) the issuer's major assets being seized, impounded or frozen;
(4) defaults of the issuer failing to settle its debts as they fall due;
(e) the issuer's cumulative new borrowings or external guarantees during the year exceeding twenty percent of its net assets at the end of the previous year;
(f) the issuer's abandonment of claims or property exceeding ten percent of its net assets at the end of the previous year;
(g) the issuer incurring a significant loss exceeding ten percent of its net assets at the end of the previous year;
(h) the issuer's decision to reduce its capital, merge, separate, dissolve, and apply for bankruptcy;
(i) the issuer making a decision to reduce capital, merge, separate, and apply for bankruptcy; and (i) the issuer is involved in major litigation or arbitration or is subject to major administrative penalties;
(j) there is a material change in the guarantor, collateral or other debt-servicing security measures;
(k) there is a material change in the issuer's circumstances that may render it ineligible for listing of corporate bonds;
(l) the issuer is suspected of having committed a crime and is under investigation by a judicial authority;
(l) the issuer is suspected of having committed a crime and is under investigation by a judicial authority. Suspected of committing a crime and being investigated by the judicial authorities, and the issuer's directors, supervisors and senior management are suspected of committing a crime and are subject to compulsory measures by the judicial authorities;
(xiii) other matters that have a significant impact on investors in making investment decisions.
Article 46 Credit rating agencies shall comply with the following provisions in conducting credit ratings for publicly issued corporate bonds:
(1) informing the issuer of the rating information in accordance with the provisions or the agreement, and timely releasing to the market the first rating report, regular and irregular tracking rating reports;
(2) releasing to the market at least one regular tracking rating report per year during the effective survival of the bonds;
(3) releasing to the market at least one regular tracking rating report per year; and once a year during the effective existence of the bonds;
(iii) shall pay full attention to all significant factors that may affect the credit rating of the rating object, and promptly announce to the market the credit rating adjustments and other changes in information related to the ratings, as well as report them to the stock exchange or other securities trading venues.
Article 47 An issuer issuing corporate bonds in public offering and other information disclosure obligation holders shall post the disclosed information on the internet website of its bond trading venue, and at the same time post the disclosed information or a summary of the information in at least one newspaper or magazine designated by the CSRC for public inspection. Article 48 Where corporate bonds are issued, the issuer shall engage a bond trustee for the bondholders and enter into a bond trustee agreement; during the term of the bonds, the bond trustee shall safeguard the interests of the bondholders in accordance with the provisions or the agreement.
The issuer shall agree in the bond prospectus that investors subscribing for or holding the bonds shall be deemed to agree to the bond trustee management agreement, the rules of the bondholders' meeting and other relevant agreements concerning the rights and obligations of the issuer and the bondholders in the bond prospectus.
Article 49 The bond trustee shall be the underwriting institution of the issue or other institution recognized by the CSRC. The bond trustee-manager shall be a member of the China Securities Association. The institution providing guarantee for this issue shall not act as the trustee-manager of this bond issue. The bond trustee shall be diligent and perform its fiduciary duties impartially and shall not jeopardize the interests of the bondholders. The Issuer shall fully disclose in the Bond Prospectus and the information disclosure documents during the subsistence period of the Bonds any conflict of interest that may exist in the performance of the fiduciary duties of the Bond Fiduciary and the relevant risk prevention and resolution mechanism, and shall set out the same in the Bond Fiduciary Management Agreement at the same time.
Article 50 The trustee-manager of a public offering of corporate bonds shall perform the following duties:
(1) To pay continuous attention to the creditworthiness of the issuer and the guarantor, the status of the collaterals, the implementation of credit-enhancing measures and debt-servicing safeguards, and to convene a meeting of the bondholders in the event of the emergence of any matter that may affect the significant rights and interests of the bondholders;
(2) To supervise the fund-raising funds of the issuer during the term of the bonds; and (ii) Supervise the use of the issuer's fund-raising during the term of the bonds;
(iii) Conduct comprehensive investigations and continuous attention to the issuer's debt repayment ability and the effectiveness of the credit enhancement measures, and announce the report of the fiduciary management affairs to the market at least once a year;
(iv) Continuously supervise the issuer in fulfilling the information disclosure obligations during the term of the bonds;
(v) When it is expected that the issuer will not be able to When the issuer is expected to fail to repay its debts, it shall require the issuer to provide additional guarantees and may apply to the statutory authorities to take property preservation measures in accordance with the law;
(vi) Diligently handling negotiations or litigation matters between the bondholders and the issuer during the bond duration;
(vii) If the issuer has set up a guarantee for the bonds, the bond trustee agreement may stipulate that the guaranteed property is a fiduciary property, and the bond trustee shall (i) obtain the proof of rights or other relevant documents of the security before the issuance of the bonds or within the time agreed in the bond prospectus, and keep them in safe custody during the period of the security;
(viii) in case the issuer fails to repay the debts, it may accept the entrustment of all or some of the bondholders, and file civil lawsuits and participate in the legal procedures of reorganization or bankruptcy on behalf of the bondholders in its own name.
Article 51 Where the trustee-manager is under investigation by the CSRC for suspected violation of laws and regulations in bond underwriting activities or other circumstances determined by the CSRC as no longer suitable for acting as trustee-manager, the CSRC may temporarily designate CSI Small and Medium-sized Investor Service Center Limited to assume the trustee-management duties until the bondholders' meeting elects a trustee-manager in accordance with Item (3) of Article 55 of the present Measures. until the bondholders' meeting elects a new trustee.
Article 52 In the case of a private offering of corporate bonds, the bond trustee shall perform its duties in accordance with the agreement on bond trustee management.
Article 53 The trustee-administrator, in order to fulfill its duties of trustee-administration, shall have the right to inquire, on behalf of the bondholders, into the register of bondholders and the relevant registration information, as well as the storage and transfer of the fund-raising in the special account. The securities registration and settlement institution shall cooperate.
Article 54 For the issuance of corporate bonds, the rules of bondholders' meeting shall be agreed in the bond prospectus.
The rules of the bondholders' meeting shall be fair and reasonable. The rules of the bondholders' meeting shall specify the scope of the rights to be exercised by the bondholders through the bondholders' meeting, the convening, notification and decision-making mechanism of the bondholders' meeting and other important matters. The resolutions of the bondholders' meeting formed in accordance with the provisions of these Measures and the procedural requirements of the meeting rules shall be binding on all bondholders.
Article 55 The bond trustee shall convene a bondholders' meeting if any of the following circumstances exists:
(1) a change is proposed to be made to the agreement in the bond prospectus;
(2) a revision is proposed to be made to the rules of the bondholders' meeting;
(3) a change is proposed to be made to the main contents of the bond trustee or the trustee management agreement;
(4) The Issuer is unable to pay the principal and interest on time;
(v) the Issuer reduces its capital, merges, separates, dissolves or files for bankruptcy;
(vi) there is a material change in the guarantor, collateral or other measures to secure debt repayment;
(vii) the Issuer, the bondholders holding individually or collectively more than ten percent of the total amount of the Bonds, proposes to convene the meeting in writing;
(viii) the management of the Issuer fails to perform its duties properly, resulting in the Issuer facing serious uncertainty in its ability to settle its debts and requiring action in accordance with the law;
(ix) the Issuer puts forward a proposal for restructuring of its debts;
(x) the occurrence of any other matter which has a material impact on the rights and interests of the bondholders. In the event that the Bond Trustee should convene but fails to convene a meeting of the bondholders, the bondholders holding individually or collectively more than ten percent of the total amount of the bonds of the current period shall have the right to convene a meeting of the bondholders on their own.
Article 56 The issuer may adopt internal and external credit enhancement mechanisms and debt servicing guarantee measures to improve its debt servicing ability and control the risk of corporate bonds. Internal and external credit enhancement mechanisms and debt service guarantee measures include, but are not limited to, the following:
(i) third-party guarantees;
(ii) commercial insurance;
(iii) asset mortgages and pledge guarantees;
(iv) limiting the scale of the issuer's debt and external guarantees;
(v) limiting the scale of the issuer's external investment;
(vi) restricting the issuer from selling or pledging major assets to third parties;
(vii) setting bond resale clauses. The corporate bond credit enhancement institution may become a member of the China Securities Association.
Article 57 The issuer shall agree in the bond prospectus on the circumstances constituting bond default, the liability for default and the manner of its assumption, as well as the litigation, arbitration or other dispute resolution mechanism after the occurrence of default of the corporate bonds. Article 58 For institutions and personnel violating the laws and regulations and the provisions of these Measures, the CSRC may take relevant supervisory measures such as ordering correction, supervisory conversation, issuing warning letters, ordering public explanation, ordering participation in training, ordering regular reports, recognizing as inappropriate candidates, and suspending the acceptance of documents related to the administrative licensing, and so on; and if administrative penalties should be imposed in accordance with laws and regulations and relevant CSRC rules such as the Securities Law, the Administrative Penalty Law and other laws and regulations. Laws and regulations and the relevant provisions of the CSRC for punishment; suspected of committing a crime, shall be transferred to the judicial authorities in accordance with the law to pursue their criminal responsibility.
Article 59 If an issuer or an underwriting organization issues corporate bonds to an investor who does not meet the prescribed conditions, the CSRC may take the relevant supervisory measures stipulated in Article 58 of these Measures against the issuer, the underwriting organization, and its directly responsible supervisory personnel and other directly responsible personnel; and if the circumstances are serious, it shall impose a warning or a fine.
Article 60 In the case of non-public issuance of corporate bonds, if the issuer violates the provisions of Article 15 of these Measures, the CSRC may take relevant supervisory measures as stipulated in Article 58 of these Measures against the issuer and its directly responsible supervisors and other directly responsible personnel; if the circumstances are serious, it shall impose a warning or a fine.
Article 61 of the underwriting agency underwriting unauthorized public offering of corporate bonds, the CSRC may take twelve to thirty-six months not to accept its securities underwriting business related documents and other supervisory measures; directly responsible for its supervisors and other personnel directly responsible for the relevant measures can be taken under Article 58 of these measures.
Article 62 Unless otherwise provided by the CSRC, if the underwriting or selling of non-publicly issued corporate bonds is not filed in accordance with the regulations, the CSRC may take the relevant supervisory measures stipulated in Article 58 of these Measures on the underwriting organization and its directly responsible supervisory personnel and other directly responsible personnel; and if the circumstances are serious, impose a warning or a fine.
Article 63 of the underwriting agency in the process of underwriting corporate bonds, one of the following acts, the CSRC may be directly responsible for the underwriting agency and its directly responsible officers and other directly responsible personnel to take Article 58 of this approach to the relevant regulatory measures; the circumstances are serious, the underwriting agency can be taken from three to twelve months of temporary acceptance of its securities underwriting business related to the documents of the regulatory measures:
(i) soliciting underwriting business by means of unfair competition;
(ii) engaging in acts prohibited under Article 38 of these Measures;
(iii) engaging in acts prohibited under Article 40 of these Measures;
(iv) failing to disclose the relevant documents in accordance with the requirements of these Measures and the relevant regulations;
(v) failing to disclose the relevant documents in accordance with the principle of prior disclosure and the manner of placing corporate bonds, or other acts not carried out in accordance with the disclosure documents;
(vi) failure to retain relevant information in the underwriting process such as promotion, pricing and placing in accordance with the requirements of these Measures and relevant regulations;
(vii) other acts in violation of the provisions of the underwriting business.
Article 64 If an issuer engages in any of the following acts, the CSRC may take the relevant supervisory measures stipulated in Article 58 of these Measures against the issuer and its directly responsible supervisors and other directly responsible persons:
(1) Engaging in the acts prohibited under Article 38 of these Measures;
(2) Engaging in the acts prohibited under Article 40 of these Measures;
(c) Other acts in violation of the underwriting business regulations.
Article 65 In the case of a private offering of corporate bonds, where the issuer and other information disclosure obligors fail to disclose information in accordance with the provisions, or where the disclosed information contains false records, misleading statements or material omissions, the matter shall be dealt with in accordance with the Securities Law and the relevant provisions of the CSRC, and the issuer, the other information disclosure obligors and their supervisors directly responsible for them, as well as other persons directly responsible for them, may take the relevant supervisory measures as stipulated in Article 58 of these Measures; if the circumstances are serious, a warning or fine shall be imposed.
Article 66 If the issuer, the trustee-manager of the bonds, etc. violate the provisions of these Measures to the detriment of the rights and interests of the bondholders, the CSRC may take relevant supervisory measures stipulated in Article 58 of these Measures against the issuer, the trustee-manager and its directly responsible supervisory personnel and other directly responsible personnel; and in case of seriousness of the case, impose a warning or fine.
Article 67 If the controlling shareholder of an issuer abuses the independent east limited liability of the company's legal person to the detriment of the interests of the bondholders, it shall be jointly and severally liable for the debts of the company in accordance with the law. Article 68 The public offering of corporate bonds shall be registered by China Securities Depository & Clearing Corporation. The settlement business of the public offering of corporate bonds and the registration and settlement business of the non-public offering of corporate bonds shall be handled by China Securities Depository & Clearing Corporation or other institutions recognized by the CSRC. If other institutions handle the registration and settlement of corporate bonds, they shall report the registration and settlement data to China Securities Depository & Clearing Corporation.
Article 69 The issuers under these Measures do not include local government financing platform companies.
Article 70 These Measures shall apply to the issuance, trading or transfer of subordinated bonds of securities companies and other financial institutions. The issuance, trading or transfer of bonds of overseas registered companies in bond trading venues supervised by the China Securities Regulatory Commission shall be governed by these Measures.
Article 71 The securities self-regulatory organizations referred to in these Measures include stock exchanges, the National Small and Medium-sized Enterprise Stock Transfer System, the China Securities Association and other self-regulatory organizations recognized by the CSRC.
Article 72 The administrative measures for the non-public issuance and transfer of corporate bonds in regional equity trading markets shall be separately prescribed by the CSRC.
Article 73 These Measures shall come into force on the date of publication. Interim Measures for the Administration of Securities Company Bonds (Order of the CSRC No. 15), Decision on the Revision of the Interim Measures for the Administration of Securities Company Bonds (Order of the CSRC No. 25), Notice on the Issuance of Five Supporting Documents for the Interim Measures for the Administration of Securities Company Bonds (Order of the CSRC No. 106), Measures for Pilot Issuance of Corporate Bonds (Order of the CSRC No. 49) and Notice on Matters Relating to the Implementation of the "Pilot Measures for the Issuance of Corporate Bonds" (Securities Regulatory Commission [2007] No. 112), "Announcement on Matters Relating to the Non-public Offering of Bonds by Listed Companies on the Growth Enterprise Market" (Securities and Futures Commission Announcement [2011] No. 29) is hereby repealed at the same time.