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

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 o

f 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.

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　　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 issue

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