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Corporate Bonds Listing Rules of Shanghai Stock Exchange

时间:2008-05-21 点击:

 

Chapter I General Provisions

1.1 With a view to strengthening management on the listing of corporate bonds, regulating corporate bonds transaction markets, promoting the healthy development of bonds markets, and protecting the lawful rights and interests of investors, the present Rules are formulated in accordance with the relevant state laws and regulations, and the provisions of the Bylaws of Shanghai Stock Exchange.

1.2 Any enterprise that applies for listing the corporate bonds (hereinafter referred to as the bonds) issued by it for trading at Shanghai Stock Exchange (hereinafter referred to as "this Stock Exchange") shall report to China Securities Regulatory Commission (hereinafter referred to as the "CSRC") for approval.

1.3 This Stock Exchange shall, in accordance with the securities laws and regulations of the state, the present Rules, and the relevant provisions of this Stock Exchange, arrange bonds listing, and make supervision over issuers of bonds and recommenders for listing.

Chapter II Bonds Listing Conditions
2.1 An enterprise shall comply with the following conditions when applying for the listing of bonds:
It is approved by the department authorized by the State Council and makes public issuance;
The amount of net assets shall be no less than 30 million yuan if it is a joint stock company, and no less than 60 million yuan if it is a limited liability company;
The total par value of the bonds which have been issued shall not exceed 40% of the amount of net assets of the enterprise accumulatively;
The average profits that may be distributed in recent three years could sufficiently pay the interests of the bonds for one year;
The investment of the funds raised complies with the industrial policies of the state and the usage approved by the department of examination and approval for the issuance;
The term of the bonds shall be more than one year;
The interest rate of the bonds shall not exceed the level of interest rate as limited by the State Council;
The amount of bonds actually issued shall be no less than 50 million yuan;
The credit grade of the bonds shall not be lower than Grade A;
If the bonds are guaranteed by a guarantor, the guarantee conditions comply with the provisions of laws and regulations, excluding the bonds with the credit standing of Grade AAA and whose guarantee may be exempted as approved by the competent department in charge at the time when the bonds are issued.
A company still complies with legal bond issuance conditions when it applies for the listing of its bonds; and
Other conditions approved by this Stock Exchange.

Chapter III Bonds Listing Application
3.1 An issuer shall complete the following preparatory work when applying for the listing of bonds:
1. The issuer shall engage certified public accountants that have the qualification for practice of securities to make audit on the financial statements in recent three complete fiscal years, and it shall not exceed 9 months from the day of the recent financial statements to the day of bonds listing. If the issuer does not implement the system of auditing by certified accountants as prescribed by the Ministry of Finance, it shall have the reply of the competent department of finance to the recent three final settlements on the issuers;
2. The issuer engages certified public accountants that have the qualification for practice of securities to make verification on the capital collected through issuing bonds, and issue capital verification report; and
3. Other work as required by CSRC or this Stock Exchange.

3.2 An enterprise shall submit the following documents to this Stock Exchange when applying for the listing of bonds:
Bonds listing application letter;
Documents of the department authorized by the State Council on approval of bond issuance;
Resolutions of the Board of Directors on applying for the listing of bonds;
Letter of Recommendation for listing signed by the members of this Stock Exchange;
Articles of association of the enterprise;
Business license of the enterprise;
Measures for bonds collection, announcement on bonds issuance, summary report on bonds issuance, and underwriting agreement;
Credit rating report on the bonds;
Capital verification report on the capital collected through the bonds;
Listing Announcement; (For the contents and design, see Annex II)
Auditor,s report issued by the certified public accountants that have the qualification for practice of securities or the relevant reply of the competent department of finance;
Financial statements of the guarantor in recent three years and other credit standing information and guarantee agreement (if the bonds are issued under guaranty);
Name list of the debenture holders and the statements on bonds trusteeship;
Legal opinions on the bonds issuance and listing for this time, which are issued by the law firms that have the qualification for practice of securities;
The certificates of qualification for the practice of securities of each intermediary institution and signatory; and
Other documents required by CSRC or this Stock Exchange.

3.3 The issuer that applies for the listing of bonds shall ensure that the contents it submits to this Stock Exchange be truthful, accurate, and complete, and have no false statements or misrepresentations, or great omissions.

3.4 This Stock Exchange shall apply the listing recommenders system for bonds listing. Should any bond be applied for being listed at this Stock Exchange, it shall be recommended by one to two institutions recognized by this Stock Exchange with the issuance of the recommendation letter for listing.

3.5 A recommender for listing shall comply with the following conditions:
It is a member of this Stock Exchange;
It has the qualification of a leading underwriter for stock issuance and has good credit standing;
It has no act of grave violation of laws and regulations in recent one year;
The major managerial personnel who are responsible for the recommendation work shall be familiar with the Bylaws of this Stock Exchange and the relevant business rules;
The members that have the conditions shall file an application to this Stock Exchange when recommending the listing of the bonds, after the application is examined and confirmed by this Stock Exchange, the members shall have the qualification of a recommender for listing;
The issuer shall sign a listing recommendation agreement with the recommender for listing, stipulating the rights and obligations of the two parties during the period of applying for listing and within one year after the listing. The listing recommendation agreement shall comply with the bond listing rules of this Stock Exchange and the relevant provisions of the listing agreement.
Other conditions as required by this Stock Exchange.

3.6 A recommender for listing shall fulfill the following obligations:
To confirm that the bond issuer complies with the listing conditions;
To ensure that the directors of the bond issuer know of the nature of the liabilities they undertake, and undertake the liabilities listed in the listing rules of this Stock Exchange and the listing agreement;
To assist the bonds issuer in carrying out the work of application for bonds listing;
To submit listing recommendation letter to this Stock Exchange;
To ensure that the listing documents be truthful, accurate, and complete, and comply with the prescribed requirements, and the materials attached in the documents having been verified;
To assist the bonds issuer and this Stock Exchange to arrange the listing of the bonds;
Other obligations as stipulated in the listing recommendation agreement concluded by the recommender for listing and the issuer; and
Other obligations that shall be performed by the recommender for listing as prescribed by this Stock Exchange.

3.7 A recommender for listing shall ensure that there be no false statement, misrepresentation, or great omission in the listing application materials of the issuer, listing announcement, and other relevant publicity materials, and ensure to undertake liabilities jointly for it.

3.8 A recommender for listing shall not carry out insider trading by making use of the insider information it obtains during the process of making listing recommendation for the purpose of seeking interests for itself or others.

3.9 In case any recommender for listing fails to abide by the aforesaid provisions, this Stock Exchange may request CSRC to give it punishment according to the relevant laws and regulations.

Chapter IV Approval for Bonds Listing

4.1 A bond listing application shall be subject to preliminary examination of this Stock Exchange, and then reported to CSRC for approval after this Stock Exchange has issued preliminary examination opinions.

4.2 A bond issuer shall not reveal the relevant information without the approval of this Stock Exchange before filing a listing application till its bonds are approved for listing.

4.3 After a bond listing application is approved by CSRC, this Stock Exchange shall arrange the listing of the bonds for trading within 3 months from the day of receiving the documents of approval.

4.4 After a bond listing application is approved, the issuer and the recommender for listing shall complete the trusteeship work for the listed bonds in the trusteeship institutions designated by this Stock Exchange before the bonds are listed for trading, and submit the name list of the debenture holders to the trusteeship institution designated by this Stock Exchange after checking without discovering any error in it. The issuer and the recommender for listing shall be completely responsible for the accuracy of the name list.

4.5 After an application for listing bonds for trading is approved by this Stock Exchange, the issuer shall announce the bonds listing announcement on the information disclosure newspapers and periodicals designated by the CSRC 5 days before the bonds are listed for trading, and put the listing announcement, documents of approval, and the relevant listing application documents at the designated places for the reference of the general public, and submit a duplicate of them to CSRC and this Stock Exchange respectively.

4.6 Before bonds are listed, the issuer shall sign a listing agreement with this Stock Exchange.

Chapter V Information Disclosure and Continuity Obligations
5.1 After the bonds are listed, the issuer shall abide by the following basic principles for information disclosure:
All the members of the board of directors of the enterprise that issues the bonds shall ensure that the contents of information disclosure be truthful, accurate, and complete, and have no false statements, misrepresentations or great omissions, and shall ensure to undertake individual and joint liabilities for it.
The information that shall be disclosed by the issuer includes regular report and temporary report. Regular report shall include annual report and intermediate report, and other reports shall be temporary reports.
The report of an issuer shall be registered at this Stock Exchange before it is disclosed. This Stock Exchange shall make retrospective review on regular report and make prospective review on temporary report.
Before the information of the issuer is officially disclosed, the board of directors of the issuer and all the members thereof and other persons in the know shall be directly responsible for controlling those knowing the information within the minimum scope, and shall not reveal the contents of the information before it is announced.
If the information publicly disclosed by the issuer involves finance and accounting, law, assets evaluation, and other matters, it shall be examined and verified by certified accountants that have the qualification of undertaking securities business, lawyers firms, and assets evaluation institutions, and other professional intermediary institutions with the issuance of written opinions.
This Stock Exchange shall make formal examination on the information disclosed by the issuers in accordance with the various laws, regulations, and provisions, and shall not undertake liabilities for its contents.
The information disclosed by the issuer shall be announced in at least one newspaper or periodical designated by CSRC, and the information to be disclosed by any other public media shall not be made public before it is disclosed by the designated newspaper or periodical. The issuer shall not substitute news conference or answer the questions of the reporters for the information disclosure obligations.
In case any issuer has adequate reasons to believe that the reveal of the relevant information contents will impair the interests of the enterprise, and it will not result in the great change of the market price of bonds if the information is not released, the information may not be publicized upon the approval of this Stock Exchange.
The issuer shall report to this Stock Exchange any matter that shall not be disclosed as believed by it according to the relevant state laws and regulations, and shall state the reasons for not revealing the information. The contents may be exempted from being disclosed upon the approval of this Stock Exchange.

5.2 During the bonds listing period, an enterprise shall, within two months from the day when the first half of each fiscal year ends, submit to CSRC and this Stock Exchange the intermediate report covering at least the following contents, and make announcement on the information disclosure newspapers or periodicals designated by CSRC:
Financial and accounting status of the enterprise and the management information thereof;
Major litigation matters involving or may involve the enterprise;
Alteration of the bonds having been issued; and
Other matters required by CSRC and this Stock Exchange.

5.3 During the bonds listing period, an enterprise shall, within 4 months from the day when each fiscal year ends, submit to CSRC and this Stock Exchange an annual report covering at least the following contents, and make announcement on the information disclosure newspapers or periodicals designated by CSRC:
Brief introduction of the issuer;
Financial statements of the issuer audited by certified accountants who have the qualification of practicing securities and the management information;
Conditions on the bonds having been issued;
Matters involving litigation; and
Other matters required by CSRC and this Stock Exchange.

5.4 During the bonds listing period, if any of the following great events that may have great impact to the price of the bonds occurs, the issuer shall submit the relevant report to this Stock Exchange as soon as possible, and make announcement on the information disclosure newspapers and periodicals that are designated by CSRC as required:
Decision on the issuance of new bonds;
Conditions on the occurrence of great debts and breach of the contract for failure to repay the major debts due;
Decision on capital decrease, merger, division, dissolution, application for bankruptcy, and alteration of the subject of the bond issuer;
Conditions involving the alteration of the subject of the guarantor;
Major litigation involving or may involve the enterprise debts; and
Other matters that shall be reported according to state laws and regulations and CSRC and this Stock Exchange.

5.5 One week before the bonds expire, the issuer shall announce the cashing of the bonds and other relevant matters in the information disclosure newspapers and periodicals designated by CSRC as required.

Chapter VI Stopping Listing, Resumption of Trading, Suspension of Listing, Restoration of Listing, and Termination of Listing
6.1 An issuer shall, when announcing the information as prescribed in Articles 5.2, 5.3, and 5.4 on the trade day, stop listing for half a trade day in the morning of the current day, and resume trading at the time of opening the market in the afternoon of the current day.

6.2 After the bonds are listed for trading, if the issuer has one of the following circumstances, this Stock Exchange shall stop the listing of the bonds, and issue opinions on whether to suspend its listing and trading within 3 workdays, and report to CSRC for approval.
The issuer has grave illegal act;
The enterprise changes greatly, and no longer complies with the bonds listing conditions;
The capital raised through the bonds is not used in accordance with the usage approved by the department of examination and approval;
It fails to fulfill the obligations on paying interests on time in accordance with the measures for bonds collection;
Loss occurs in the enterprise in recent two years; and
Other reasons for which the listing shall be suspended as believed necessary by this Stock Exchange.

After the aforesaid circumstances are eliminated, the enterprise may file an application to this Stock Exchange for restoring listing, and this Stock Exchange shall bring forward opinions within 3 workdays after receiving the application, and shall restore the listing of the bonds after reporting to and being approved by CSRC.

6.3 In case the bonds have one of the following circumstances, the listing shall be terminated:
In case the issuer has one of the following circumstances as listed in items (1) and (4) of the previous Article, and the consequences are serious after investigation, or it has one of the circumstances as listed in items (2), (3), and (5) of the previous Article, and the circumstance is not eliminated within the time limit, CSRC shall determine to terminate the listing of the bonds.
In case the enterprise is dissolved, is ordered to close up according to law, or announced bankrupt, this Stock Exchange shall terminate the listing of its bonds, and report to CSRC for archival filing.
The listing for trading of bonds shall be terminated one week before the bonds expire.

Chapter VII Disposal on Violation of the Present Rules
7.1 In case an issuer or any of its directors violates the relevant provisions of the present Rules, this Stock Exchange shall give it/him the following punishment according to the circumstance:
1. Ordering it/him to correct;
2. Criticizing internally;
3. Condemning publicly in the designated newspapers and periodicals; and
4. Reporting to CSRC for investigation and punishment.

7.2 In case any recommender for listing violates the relevant provisions of the present Rules, this Stock Exchange shall give it/him the following punishment according to the circumstances:
1. Ordering it/him to correct;
2. Criticizing internally;
3. Condemning publicly in the designated newspapers and periodicals;
4. Canceling its/his qualification of a recommender for listing; and
5. Reporting to CSRC for investigation and punishment.

Chapter VIII Supplementary Provisions

8.1 The power to revise and interpret the present Rules shall remain with this Stock Exchange.

8.2 The present Rules shall be implemented as of the date of promulgation, the Bond Listing Rules of Shanghai Stock Exchange which was promulgated on May 29, 1996 shall be repealed simultaneously.

Annex I. Contents and Format of the Application Materials for Bonds Listing of Enterprises (Omitted)
Annex II. Design of the Listing Announcement and the Contents Requirements (Omitted)

 
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