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

r 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 h

ave 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 bondh

olders 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 ha

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