Circular on Promulgating the Rules of the Shenzhen Stock Exchange on the Listing of Corporate Bonds
Circular on Promulgating the Rules of the Shenzhen Stock Exchange on the Listing of Corporate Bonds
Circular on Promulgating the Rules of the Shenzhen Stock Exchange on the Listing of Corporate Bonds
November 2, 2009
To various listed companies, members and relevant units:
For the purposes of regulating the listing and trading of corporate bonds as well as information disclosure of issuers and relevant personnel with the obligation of information disclosure, maintaining the market order of corporate bonds, and protecting the legitimate rights and interests of investors, the Rules of the Shenzhen Stock Exchange on the Listing of Corporate Bonds, which have been formulated in accordance with the applicable laws, administrative regulations, department rules, normative documents and the articles of association of the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission, are hereby promulgated to be put into effect.
The Tentative Provisions of the Shenzhen Stock Exchange on the Listing of Corporate Bonds (Shen Zheng Hui [2007] No. 92), the Circular on Issues Concerning the Offering, Listing and Trade of Corporate Bonds (Shen Zheng Hui [2007] No. 86) and the Rules of the Shenzhen Stock Exchange on the Listing of Corporate Bonds (2000) shall be repealed simultaneously.
Chapter I General Provisions
Article 1.1 For the purposes of regulating the listing and trading of corporate bonds as well as the information disclosure of issuers and relevant personnel with the obligation of information disclosure, maintaining the market order of corporate bonds, and protecting the legitimate rights and interests of investors, the Rules of the Shenzhen Stock Exchange on the Listing of Corporate Bonds are hereby formulated in accordance with the applicable laws, administrative regulations, department rules, normative documents and the articles of association of the Shenzhen Stock Exchange.
Article 1.2 These Rules shall apply to the listing and trading of corporate bonds which are listed in the Shenzhen Stock Exchange (hereinafter referred to as the "Exchange").
Corporate bonds (hereinafter referred to the "bonds") as stated in these Rules shall refer to negotiable securities which are issued in accordance with legal procedures by companies which agree to pay back the principal and interests thereon within a specified period.
These Rules shall apply to the listing and trading of enterprise bonds which are issued by non-corporate legal persons.
These Rules shall not apply to the listing and trading of convertible corporate bonds and exchangeable corporate bonds.
Article 1.3 Where an issuer applies for listing of their corporate bonds via this Exchange, they shall be examined and approved by this Exchange and enter into a listing agreement with this Exchange.
This Exchange's approval of the listing of corporate bonds shall not indicate a substantive judgment or guarantee on the investment value of such bonds or the regular payment of principal and interest. Risks arising from the bond investment shall be borne by the investors that have subscribed to the bonds.
Article 1.4 Bonds which are issued and listed via this Exchange upon approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") must not be traded or transferred in places other than this Exchange.
Article 1.5 This Exchange shall examine and approve the applications for listing the bonds, make arrangement for the listing, and shall supervise the issuers, the listing sponsors, the custodians of the bonds and etc. in accordance with the applicable laws, administrative regulations, department rules, normative documents, the articles of association of the Shenzhen Stock Exchange and these Rules, as well as such provisions as the detailed rules, guidelines, circulars, measures, memorandums promulgated by this Exchange (hereinafter referred to as "other relevant provisions of this Exchange").
Article 1.6 Where the issuers refuse to accept this Exchange's decisions on rejection, suspension or termination of the listing, they are eligible to apply for re-examination to this Exchange's Appeal Committee. Procedures and requirements for the re-examination applications shall refer to relevant provisions of the Listing Rules of the Shenzhen Stock Exchange (Revised in 2008) or the Rules of the Shenzhen Stock Exchange for Offering Stocks on the Growth Enterprise Market.
Chapter II Requirements for Listing and Trading of Bonds
Article 2.1 Where issuers apply for listing of their corporate bonds via this Exchange, they shall satisfy the requirements as follows:
1. The corporate bonds are verified or approved by the CSRC or the departments authorized by the State Council and are offered in a public manner;
2. the bonds still keep in compliance with the legal issuance requirements when the issuers apply for listing the bonds;
3. the bond duration is no less than 1 year;
4. the actual par value of the issued bonds are no less than RMB 50 million;
5. the bonds have received a sound credit rate upon appraisal of the credit rating agencies; and
6. other requirements as stipulated by this Exchange.
Article 2.2 Where the issuers apply for listing of their corporate bonds only on the comprehensive agreement trading platform of this Exchange, they shall satisfy the requirements as stipulated by Clause 2.1.
Article 2.3 Where the issuers apply for listing of their corporate bonds both on the centralized price bidding system and the comprehensive agreement trading platform of this Exchange, they shall satisfy the requirements as stipulated by Clause 2.1 as well as the requirements as follows:
1. the bonds have received a credit rate of AA or above upon appraisal of the credit rating agencies;
2. the issuers' gearing ratio by end of the latest term before the issuance shall not exceed 70%; where a collective issuance is adopted, the weighted average gearing ratio of all issuers shall not exceed 70%;
3. the issuers' annual allocable profits of the latest three accounting years shall not be less than 1.5 times of the bonds' interests of one year; where a collective issuance is adopted, all issuers' annual allocable profits of the latest three accounting years shall not be less than 1.5 times of the bonds' interests of one year; and
4. other requirements stipulated by this Exchange.
Article 2.4 This Exchange is eligible to amend the requirements for listing and trading of bonds in line with market development.
Chapter III Application for Corporate Bond Listing
Article 3.1 Where issuers apply for listing of their corporate bonds via this Exchange, they shall submit to this Exchange the materials as follows:
1. a written application for corporate bond listing;
2. approval documents by the CSRC or the departments with the authorization of the State Council for the issuance of the corporate bonds;
3. decisions of the board of directors or the departments entitled to decision-making on applying for the bond listing;
4. articles of association;
5. business license;
6. prospectus of the bonds and the relevant issuance announcement;
7. letter of listing sponsorship;
8. listing announcement (please find the contents and format in Attachment 2);
9. underwriting agreements of the bonds;
10. documentary evidence of funds of the offering;
11. documentary evidence of registration and custody which are provided by the securities registration and clearing institutions appointed by this Exchange;
12. audit reports of the previous three years which are provided by the accounting firms with professional qualifications for the securities business, or the relevant replies issued by the competent financing authorities;
13.
......