证券公司债券管理暂行办法（2004修订） Interim Measures for the Administration of Bonds of Securities Companies

（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 us

e 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

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