证券公司债券管理暂行办法（2004修订）

（Deliberated and adopted at the 43rd executive meeting of the chairmen of the China Securities Regulatory Commission on August 29th， 2003， and amended pursuant to the Decision on Amending the Interim Measures for the Administration of Bonds of Securities Companies of the China Securities Regulatory Commission on October 15th， 2004.）

颁布日期：20041018 　实施日期：20041018 　颁布单位：中国证券监督管理委员会

Chapter I General Principles

Article 1 The present Measures has been formulated pursuant to the “Company Law”， “Securities Law” and the provisions of relevant laws and administrative regulations with a view to standardizing the conducts of securities companies on the issuance and transfer of bonds， and protecting the legitimate rights and interests of the bondholders.

Article 2 “The bonds of a securities company” as used in the present Measures shall refer to the negotiable instruments issued by a securities company ipso jure， with the principals and interests to be repaid within an agreed time limit.

The present Measures shall apply to the issuance of bonds by securities companies， with an exception of the issuance of the convertible company bonds.

Article 3 The China Securities Regulatory Commission （hereinafter referred to as the “CSRC”） shall be responsible for the supervision over the issuance and transfer of the bonds by securities companies ipso jure.

Article 4 The issuance of the bonds of a securities company shall be in light of the conditions as stipulated in the present Measures， and shall be reported to the CSRC for approval.No bonds may be issued without authorization or in any disguised form without permission.

Article 5 The bonds of a securities company may be publicly issued， upon approval， to the general public or issued to targeted clients to the qualified investors.The bonds for targeted issuance may not be issued publicly whether directly or in any disguised form.

Article 6 The securities companies that issue bonds （hereinafter refer to as “issuer”） shall make effective measures for the repayment of principals and interests due in order to protect the legitimate rights and interests of the bondholders.

Chapter II Issuance and Underwriting

Article 7 The public issuance of the bonds by the securities companies shall also be in accordance with the following requirements besides satisfying the conditions as stipulated in the “Company Law”：

1. The issuer is a conglomerate securities company；

2. The net capital has been audited at the end of the recent period shall be not less than RMB 1 billion yuan；

3. All the indexes of risk supervision and control are consistent with the pertinent provisions of the CSRC；

4. It has no record of serious violation of the laws and regulations during the past two years；

5. It has a sound operational mechanism for the shareholders' meeting and the board of directors as well as effective internal management rules， and has an appropriate technical system for business separation and internal control；

6. The capital is not taken up by the natural person， legal entity， or any other organization or any of the affiliates thereof in actual control； or

7. Other conditions as provided for by the CSRC.

Article 8 Where a securities company issues targeted bonds， the requirements as stipulated in items 4， 5， 6， 7， and 8 of the preceding Article shall also be fulfilled， besides the conditions as stipulated in the “Company Law”， and the net capital audited at the end of the late period shall be not less than RMB 500 million yuan.

Article 9 The targeted bonds issued shall only be issued to the qualified investors， which refer to those investors that satisfy the following conditions， and can judge by themselves， with the ability of independently analyzing and bearing the risk of the invested bonds：

1. The legal entities or investment organizations established ipso jure；

2. Able to engage in bond investment according to the provisions and Articles of Association； and

3. A registered capital of RMB10 million yuan or more or the net capital audited being RMB20 million yuan or more.

Article 10 The capital collected through the issuance of bonds shall be used for specified purposes and for which there shall be corresponding spending plan and the management rules.The collected capital shall be used in accordance with the relevant provisions of laws and regulations or those of the CSRC， and may not be used in the businesses and conducts banned.

Article 11 The issuer shall retain securities rating organizations to make credit rating for the current bonds and make arrangements for the follow-up rating.

The securities rating organizations shall be responsible for the impersonality， impartiality and punctuality of the rating result.The contents and the format of the credit rating report shall be consistent with relevant provisions.

Article 12 The issuer shall provide guaranty for bonds issuance.Where the guaranty is provided for the issuance of bonds， the guarantor shall have the capability to pay off the debts for debtors， and the guaranty shall be suretyship of joint and several liabilities； Where the mortgage or the pledge is provided for the issuance of bonds， the property under the mortgage or pledge shall be assessed by the qualified property assessment institutions.

The amount of money secured for the public issuance of bonds shall be not less than the total amount of the principals and the interests of the bonds.With respect to the bonds issued to targeted purchasers， the amount shall be， in principle， not less than 50% of the total amount of the principals and the interests of the bonds， and if the amount of guarantee is less than 50% or it doesn't provide guarantee for the bonds issued to targeted purchasers， the special risks shall be mentioned to the investors at the time of issuance and transfer of bonds， and it shall be signed by the investors.

Article 13 An issuer shall retain credit agents for bondholders.The credit agency agreement shall be concluded when retaining the credit agent， and the rights and obligations， as well as the liabilities for breach of a contract among the issuer， bondholder and the credit agent shall be specified.

An issuer shall specify expressly in the prospectus that the investors， if subscribing the current bonds， shall be deemed as accepting the credit agency agreement.

An issuer may retain trust and investment corporations， fund management corporations， securities companies， law firms， and securities investment consultation institutions as credit agents.

Article 14 The issuer shall retain law firms to provide the legal advisory papers and the lawyer's working report by consulting the relevant provisions of the CSRC on securities issuance.

Lawyers shall air their legal opinions expressly， the focus of which shall be on the issuance conditions of bonds， plans of issuance， terms of issuance， guaranty， credit rating， the special repayment accounts， and the credit agent， as well as the bondholder's meetings， etc， in accordance with the characteristics of the bonds.

Article 15 An issuer shall retain a securities company that has the main underwriter's qualifications to organize the underwriting of bonds.As for the targeted bonds issued， the selling of which may also be organized by the issuer itself with the approval of the CSRC.

Article 16 The board of directors of a securities company shall formulate the schedule for bond issuance， and the shareholders' meeting shall make special decisions on the following matters concerned：

1. The scale of issuance， the time limit and the interest rate；

2. Guaranty；

3. The use of the funds collected；

4. Ways of issuance；

5. The valid term of the decisions made； and

6. Other important items pertaining to the current bonds.

Article 17 The following documents shall be filed to the CSRC by a securities company when applying for bond issuance：

1. The application report of the issuer；

2. The resolutions of the board of directors and the shareholders' meeting；

3. The recommendations of the main underwriters （with the attachment of the investigation report on the fulfillment of duties）；

4. The prospectus （with the attachment of the plan of issuance）；

5. The legal advisory papers （with the attachment of the lawyer's working report）；

6. The financial statements over the past three years and in the current term， which have been audited；

7. The credit rating report and the follow-up statements on the arrangement of the rating；

8. The special report on the repayment plan and the safeguards；

9. The report on the analysis of the cash flow concerning the payment of the principals and the interests of the current bonds；

10. The security agreement and the pertinent documents；

11. The credit agency agreement；

12. The photocopies of the Articles of Association and the business license of the issuer；

13. Other important contracts pertaining to the issuance of the bonds； and

14. Other documents that ought to be reported to the CSRC as required.

Article 18 With respect to the issuance of targeted bonds， if the potential subscriber promises in written form to subscribe all the bonds and not to transfer them in the bond transfer markets， the issuer may be exempt from credit rating， providing guaranty or retaining the credit agency， after obtaining the written consent of the potential subscriber.

The bonds as cited in the preceding paragraph can be transferred only by agreement.The two parties making the transfer shall make definite written indications and recognition on the limitations of the transfer and the risk of the bonds.

Article 19 Bonds shall be underwritten on a sole agency basis or on a commission basis.

The maximum period for underwriting bonds or the self-organized sale shall be 90 days.

Article 20 With respect to the bonds publicly issued， if the total amount of the par value of the bonds which are sold out within the sales term accounts for less than 50% of the total amount of the bonds to be issued， or the requirements for listing of the bonds are not fulfilled， the issuance shall be deemed as a failure.And the issuer shall return the subscribers the amount of money according to the issuance price along with the interests of the bank deposit at the corresponding period of time.

The issuer cannot put to use the capital collected before the end of the issuance of the bonds， and the main underwriter and the credit agent shall have the responsibility to supervise them.

Article 21 The bonds publicly issued shall be issued openly to the general public， with RMB100 yuan par value for each share.The targeted bonds shall be issued to the qualified investors by way of keeping accounts， with RMB 500 thousand yuan par value for each share， and the bonds subscribed by each qualified investor shall be not less than RMB 1 million yuan par value.

Bonds may be issued according to the par value， or by other means， of which the specific way of issuance shall be determined through negotiation between the issuer and the main underwriter.

Article 22 The interest rate of the bonds shall be determined through negotiation between the issuer and the main underwriter in accordance with such factors as the credit grade， degree of risk， the demands and supply of the markets， etc， but must be consistent with the relevant provisions on the management of the interest rate of the bonds.

Article 23 The minimum period of the bonds shall be one year.

Chapter III Trust and Transfer

Article 24 The bonds of the securities companies shall be subject to the registration， trust and settlement of the China Securities Registration and Settlement Limited Company.

The Central National Debts Registration and Settlement Limited Company may also be responsible for the registration， trust and settlement of the company bonds after approval.

Article 25 The bonds publicly issued shall be applied for centralized competitive transaction by listing in the stock exchange， and may also be transferred by other means upon approval of the SCRC.

The securities company that file an application for listing of the bonds shall， enters into listing agreements with the stock exchange， abide by the listing regulations of the stock exchange and accepts the supervision of the stock exchange as well.

Article 26 The following conditions ought to be satisfied in the application for the listing of bonds：

1. The application for the issuance of bonds has been approved and the bonds issuance has been completed；

2. The total amount of the par value of the bonds actually issued shall be not less than RMB 50 million yuan；

3. The requirements for the public issuance are still fulfilled when applying for listing of the bonds； and

4. Other conditions as provided for by the CSRC.

Article 27 Where the termination of the bonds listed for transaction is one month prior to the expiration of the listed bonds， the cashing of the bonds shall be conducted by the issuer.

Where the securities company whose bonds are listed for transaction is in any of the situations as stipulated in Articles 55 and 56 of the “Securities Law”， the stock exchange shall make decisions on the suspension of the transaction or termination of the listing.

Article 28 The targeted bonds shall be transferred by agreement， or by other means with the approval of the SCRC， of which the minimum transfer unit shall be not less than RMB 500 thousand yuan par value.The bonds transfer shall be made between the qualified investors， and shall be made in accordance with the business rules of the place of transfer.

The issuer， the main underwriter， the securities company providing the transfer service and the transferor shall all make examination and confirmation on the identity of the qualified investors， those investors who are not qualified shall not participate in the activities of subscription and assignment of the targeted bonds issuance.

Article 29 The issuer， the main underwriter， and the securities company providing the transfer service shall make declaration to the registration and settlement company on the relevant data of the qualified investor who has been examined and confirmed， and go through the formalities for the opening and registration of the securities account.The qualified investors shall only carry out such investment activities as the application and purchase and the assignment of the bonds by using the securities account that has been registered in the registration and settlement company， and shall fill in the subscription list or the assignment list of the bonds.

Chapter IV Information Disclosure

Article 30 The securities company shall make prospectus and other information disclosure documents in accordance with the relevant provisions of the CSRC when issuing bonds， and ensure that all the information that have the material influences on the investors shall be disclosed in authenticity， accuracy， integrity， and in time.But the prospectus for the issuance of targeted bonds and the relevant data are refrained from being published in the media whether directly or in any disguised form.

The issuer and the relevant parties shall not mislead the investors by any means to buy the bonds.

Article 31 The issuers shall indicate the investors in the obvious place of the prospectus： “The investors shall， when purchasing the current bonds， carefully read the prospectus and the relevant information disclosure documents， and make independent investment judgment.The approval of the CSRC on the issuance of the current bonds does not mean that the CSRC has made any evaluation on the investment value of the current bonds， nor does it mean the CSRC has made any judgment on the investment risk of the current bonds.”

Article 32 The prospectus， the listing announcement， the periodical report and the announcement on the major events， shall be made in light of the relevant provisions of the CSRC and the operational rules of the stock exchange.

Article 33 The issuance terms disclosed in the prospectus shall be specific and definite， stipulating in detail the terms pertaining to the rights and obligations of the parties of the bonds.

At least the following contents shall be covered in the prospectus：

1. The scale of the bonds， time limit and the interest rate；

2. The start and termination time of the issuance；

3. The time， the procedures and the ways of the repayment of the principals and the interests；

4. The special repayment account and other repayment measures；

5. The relevant arrangements for the bondholder's meeting；

6. The credit agent and the credit agency agreement；

7. The guaranty issues；

8. The rating report and the arrangements for the follow-up rating；

9. The liabilities of the issuer in breach of the contract； and

10. The underwriting institutions and their liabilities.

Article 34 The issuers shall， within the existing period of the bonds， disclose to the bondholders the annual financial report that has been audited by the accountant firm which has the qualification of practicing securities business.

Article 35 The issuer that issues bonds publicly shall make public announcements for three times on the relevant matters concerned in the designated press of the CSRC within 10 days prior to the date of paying the principals and interests.

Article 36 During the listing of bonds， the issuer shall submit an annual report to the SCRC and the stock exchange within four months after the end of each financial year， and submit a mid-term report to the SCRC and the stock exchange within two months after the end of the first half year of each financial year， as well as make disclosure on the designated press and the internet website of the CSRC.

Article 37 The important matters pertaining to the interests of the bondholders within the time limit of the report shall be disclosed in detail in the periodical report， and at least the following contents shall be covered in the report：

1. The payment of principals and interests of the bonds；

2. The relevant conditions of the special repayment accounts；

3. The material alteration of the guarantor and the guarantee；

4. The alteration of the liabilities of the issuer；

5. The summarization of the status of cash flow；

6. The conditions of follow-up ratings；

7. The main contents of the report on the agency matters of the credit agent；

8. The main conditions of the public announcements of the major events；

9. The convening of the bondholder's meetings； and

10. Other information that has great influences on the bondholders.

Article 38 Where an issuer is in any of the following circumstances， it shall be publicized in time or informed to the bondholders in an effective way：

1. Anticipation of being unable to repay the interests or the principals；

2. Abnormity in the special repayment account；

3. Making such contracts as the security contract and other important contracts that may have great influence on the repayment of the principals and the interests；

4. Occurring serious loss or suffering such serious loss that exceeds 10% of the net capital；

5. Occurring major arbitration or litigation；

6. Reducing the capital， merger， division， dissolution and application for bankruptcy；

7. Great re-composition of liabilities to be carried out；

8. Failure to implement the stipulations of the prospectus；

9. The major alteration of the guarantor or guarantee；

10. The suspension of the transaction of the bonds and the termination of the listing of the bonds by the stock exchange； and

11. Other circumstances as provided for by the CSRC.

Article 39 Where the bonds are issued to targeted clients， the contents and ways of continuous disclosure of the information shall be prescribed in the prospectus， but shall be consistent with the relevant provisions of the CSRC on the information disclosure of the targeted bonds .

Chapter V Repayment Measures

Article 40 A bondholder shall enjoy its rights according to the provisions of the laws and regulations， and the provisions of the prospectus， and supervise the relevant conducts of the issuer and the credit agent.

Article 41 A issuer shall open a special repayment account for the payment of the principals and the interests of the bonds， and make clear the sources of the capital in the account， the way of withdrawal and other relevant matters concerning the supervision and management of accounts.The capital in the account may be used for the investment of such products as treasury bonds that are of low risk and high fluidity， or repay the bonds ahead of schedule as agreed.

Article 42 The issuers shall make resolutions through the shareholder's meeting， and improve the proportion of the optional surplus accumulation fund and that of the ordinary risk reserve within the existing period of the bonds， so as to reduce repayment risks.

Article 43 The issuers shall make resolutions through the shareholder's meeting to take the following measures within the period when the capital in the special repayment account could not be withdrawn as stipulated or repay the principals and interests of the bonds：

1. Not distributing profits to the shareholders；

2. Deferring the implementation of such items of capital outlay as the major foreign investment， purchasing， and merger or incorporation；

3. Adjusting to reduce or ceasing to pay the salary and bonus to the directors or the executives； and

4. The person directly liable is forbidden to shift from his position.

Article 44 In case an issuer agrees to repurchase the bonds prior to the expiration date of the bonds or repay the debts ahead of the schedule as stipulated， he shall not impair the interests of the bondholders， and shall treat all the bondholders fairly.

Article 45 Issuers are prohibited to alter the stipulations of the prospectus unilaterally within the existing period of the bonds.Where there is necessity to make any alteration under special circumstances， the issuer shall notify the credit agent in time and win the consent of the bondholder.

Article 46 A bondholder may enjoy his rights alone， or through the bondholder's meeting.The rights， procedures of convening， and the effective conditions of the bondholder's meeting shall be stipulated in the prospectus.

Article 47 Where any of the following circumstances occurs， the bondholder's meeting shall be convened：

1. The issuer suggests that the stipulations of the prospectus be altered；

2. The issuer is unable to pay the principals and the interests on schedule；

3. The issuer reduces the capital， merges or divides， dissolves and applies for bankruptcy；

4. The material alteration of the guarantor or guarantee； or

5. The bondholders owning over 10% of the par value of the bonds suggest changing the credit agent.

Article 48 The issuer， the guarantor， the shareholders who hold the current bonds and over 10% stock rights of the issuer， and other important affiliates， may take part in the bondholder's meeting and bring forward proposals， but may not take a vote.

Article 49 A credit agent shall fulfill his duty， implement his obligation of management with honesty， credit， caution and efficiency， and abide by the stipulations of the agency agreement strictly， as well as implement the following obligations：

1. Where such circumstances as failure to repay the principals and interests in time or any other circumstance that may have the material effect on the interests of the bondholders occur， the credit agent shall urge and remind the issuer， and notify the bondholders as well；

2. Supervising the use of the special repayment account and the money collected， as well as the guaranty matters concerned according to the stipulations；

3. Acting as the agent of the bondholder and the issuer for the negotiation and litigation affairs between them， according to the stipulations of the prospectus； and

4. Other matters concerned as authorized by the bondholder's meeting.

Article 50 The credit agents shall make operational rules for the agency business， and take effective measures to protect the legitimate rights and interests of the bondholders， and make reports on the credit agency matters periodically.

Article 51 Issuers shall assign persons specially handling the bond affairs， and make up the repayment working party to take charge of such matters as the repayment of the interests and the principals and other relative matters.

Chapter VI Legal Liabilities

Article 52 The issuance， underwriting， transfer and the information disclosure of a securities company shall be made pursuant to the relevant provisions of the Company Law and the Securities Law.Those acts in violation of the provisions shall be subject to administrative punishment by the CSRC ipso jure.

Article 53 In the case of bonds issued to targeted clients， if the issuer publishes， directly or in any disguised form， the prospectus， or releases relevant information in any mass media， which is in violation of the provisions， he shall be ordered by the SCRC for correction， and be meted out with one or more of the following penalties as warning， confiscation of the illegal proceeds； in case the circumstance is serious， the approval for the issuance of targeted bonds shall be rescinded by the SCRC， and the bonds having been issued shall be returned by the issuer according to the issuing price plus the bank deposit interest at the corresponding period， as well as being barred for three years for application for the qualifications on bond issuance.The executives directly responsible and other personnel directly liable shall be meted out with one or more of the following penalties as warning， confiscation of illegal proceeds， suspension from or complete revocation of the practicing qualifications of the securities business.

Article 54 The issuer or underwriter of targeted bonds issuance， who， in violation of the provisions， sells the bonds to unqualified investors shall initiatively make corrections； those who refuse to make corrections shall be ordered by the CSRC to make corrections， and be meted out with one or more penalties as warning and confiscation of illegal proceeds.The approval for the issuance of targeted bonds may be revoked by the issuer， and the bonds having been issued shall be returned by the issuer according to the issuing price plus bank deposit interests for the corresponding period， and the issuer shall be barred for three years from applying for the qualifications for bond issuance， and the underwriter shall be suspended from or disqualified in bond underwriting.The executives directly responsible and other personnel directly liable shall be meted out with one or more penalties as warning， confiscation of illegal proceeds， suspension from or disqualification from practicing the securities business.

Article 55 The intermediary institutions that provide services in the issuance of targeted bonds， shall correct the false records， misrepresentations or major omissions that may exist in the advice it proposed； those institutions who refuse to make corrections， shall be ordered by the SCRC to make corrections， and may also be meted out with one or more penalties according to the particular circumstances including warning， confiscation of illegal proceeds， suspension from or being disqualified from practicing the securities business.The executives directly responsible and other personnel directly liable shall be meted out with one or more penalties as warning， confiscation of illegal proceeds， suspension from or being disqualified from practicing the securities business.

Article 56 Where a credit agent fails to perform his duty as stipulated， the relevant personnel liable shall be imposed an administrative punishment by the SCRC ipso jure； and shall take civil liabilities ipso jure for the losses caused to the bondholders.

Article 57 In case an issuer fails to repay the principals and the interests due， the bondholders can constitute a proceeding against him.As for those who have the ability to repay but refuse to implement the repayment duty， and have other violation acts， the SCRC may take the following measures according to the particular circumstances：

1. Ordering the implementation of relevant obligations；

2. Imposing one or more penalties on the entity including a warning， confiscation of illegal proceeds， suspension of part of the securities business； or

3. Imposing one or more penalties on the executives directly responsible and other personnel directly liable， including warning， confiscation of illegal proceeds， suspension from or being disqualified from practicing the securities business.

Chapter VII Supplementary Provisions

Article 58 The regulatory measures on the issuance of lower bonds by securities companies shall be formulated separately.

Article 59 The present Measures shall be implemented as of October 8th， 2003.