上市公司发行可转换公司债券实施办法 Issue of Convertible Bonds By Listed Companies Implementing Procedures

year, but the issue is expected to take place during the second half of the year, the Issuer shall, after the publication of its interim reports, supplement its application by submitting its audited interim financial and accounting reports for the year concerned.

　　Listed companies that have been listed for less than three years and those that have undergone a major restructuring less than one year before the forthcoming issue shall submit their financial and accounting statements in accordance with the provisions of the preceding paragraph.

　　Article 14　Examinations and approvals for the issue of convertible bonds shall be handled with reference to the regulations of the CSRC for the examination and approval of the issue of shares.

　　PART FOUR　TERMS OF ISSUE

　　Article 15　The Issuer shall stipulate the terms and basis for the issue of the convertible bonds in its application documents.

　　Article 16　The scale of the convertible bond issue shall be determined by the Issuer on the basis of its investment plan and financial position.

　　Article 17　Convertible bonds shall be issued at par with each bond having a par value of Rmb 100. The trading unit shall be Rmb 1,000 par value.

　　Article 18　The minimum term for convertible bonds shall be three years whereas the maximum term shall be five years. The term shall be determined through discussions between the Issuer and the lead distributor based on the specific circumstances of the Issuer.

　　Article 19　The conversion price for convertible bonds shall be specified in the prospectus. The price shall be determined on the basis of the average closing price of the company's shares for the 30 trading days preceding the publication of the prospectus with a certain premium margin. The specific margin for the premium shall be determined in discussions between the Issuer and the lead distributor.

　　Article 20　Convertible bonds may not be converted into company shares for six months from the date of issue. The specific conversion period for the convertible bonds shall be determined by the Issuer depending on th

e life of the convertible bonds and the company's financial circumstances.

　　Article 21　The Issuer shall expressly stipulate the specific method and procedures for converting its convertible bonds.

　　Article 22　The coupon rate of convertible bonds and the adjustment thereof shall be determined by the Issuer on the basis of the market conditions at the time of the issue and the issue terms for the convertible bonds.

　　Article 23　Convertible bonds shall accrue interest from the first day of issue thereof.

　　Article 24　The coupon on convertible bonds shall be paid semi-annually or annually. The principal of the bonds that were not converted shall be refunded and the last coupon payment shall be made within five working days of the maturity of the bonds. The specific times for the payment of the coupon, the rules for calculating the coupon, etc. shall be specified by the Issuer.

　　Article 25　The coupon and dividends payable for the year in which convertible bonds are converted into shares and the method for handling conversions that are less than the amount of one share shall be specified by the Issuer.

　　Article 26　If an Issuer establishes call terms, put terms or terms for adjustment of the conversion price, it shall expressly stipulate the conditions, method and process, etc. for applying such terms. The aforementioned stipulations shall embody the principle of the equitability of rights and obligations and may not prejudice the interests of the holders of the convertible bonds.

　　Article 27　If a change occurs to the Issuer's shares due to a rights issue, issue of new shares, distribution of bonus shares, share split or other reason after the issue of the convertible bonds, the Issuer shall also adjust the conversion price and make an announcement to that effect. The principles and method for adjusting the conversion price shall be specified in advance.

　　Article 28　If the conversion price adjustment date is on or after the conversion application date and before the date of registration of the converted shares, the conversion application shall be handled in accordance with the adjusted conversion price.

　　Article 29　The Issuer may specify other terms for the issue of convertible bonds.

　　Article 30　The Issuer shall enter into a security contract with a security provider in accordance with the law. The issue shall be fully secured. The security may take the form of a guarantee, mortgage or pledge. If security is provided in the form of a guarantee, it shall be joint and several security. The security shall cover the principal and interest of the convertible bonds, liquidated damages, damages and the expenses for realizing the claims.

　　If the CSRC has provided otherwise on the exemption of security, such provisions shall prevail.

　　Article 31　The Issuer may engage a qualified credit rating institution to assess the credit rating of the convertible bonds to be issued or of the Issuer itself, and the results of the credit assessment may be used as a basis for determining the relevant terms of the issue and may be disclosed.

　　PART FIVE　ISSUE AND DISTRIBUTION

　　Article 32　When an Issuer applies to issue convertible bonds, the shareholders' general meeting shall decide whether to make a preferential rights issue to the existing shareholders. If a preferential rights issue is decided upon, the quantity, method and relevant principles of the issue shall be specified.

　　Purchases of convertible bonds shall be subscribed to in cash.

　　Article 33　The convertible bonds unsold after the expiration of the distribution period shall be dealt with according to the method of underwriting or placement as an agent, as agreed upon in the distribution agreement.

　　Article 34　If the placement as an agent method of distribution was selected and less than Rmb 100 million is raised by the deadline specified in the pros

pectus, the Issuer shall refund the subscription amount plus interest calculated at the bank deposit rate for the same period to the subscribers of the convertible bonds within three working days after the deadline.

　　Article 35　If convertible bonds are to be issued by way of a public offering, the method of issue shall be determined through consultations between the Issuer and the lead distributor with reference to the relevant regulations for methods of share issues. If the CSRC has provided otherwise, such provisions shall prevail.

　　Article 36　Commissions, expenses and interest for the distribution of convertible bonds shall be handled with reference to the regulations relevant to the issue of shares.

　　PART SIX　CALL, PUT AND CONVERSION

　　Article 37　An Issuer may exercise its call option once per year in accordance with the specified conditions. Each year, on the first occasion when the call conditions are satisfied, the Issuer may redeem all or part of the convertible bonds that have not been converted. However, if it does not exercise the call at the first opportunity, it shall not again exercise its call option during the year concerned.

　　Article 38　When an Issuer exercises its call option, it shall publish a minimum of three successive call announcements in the publication(s) and on the website(s) designated by the CSRC within five working days after the call conditions have been satisfied. The call announcement shall specify such details as the redemption process, price, method of payment and time. The call decision may not be revoked after the call announcement has been published. After the termination of the call period, the results of the call and its impact on the Issuer shall be announced.

　　Article 39　A holder of convertible bonds may exercise his put option once per year in accordance with the specified conditions. Each year, on the first occasion when the put conditions are satisfied, the holder may sell back part or all of his unconverted convertible bonds to the Issuer. If he does not put his bonds on the first occasion he shall not again exercise his put option during the year concerned.

　　Article 40　Each year, within five working days after the first occasion on which the put conditions have been satisfied, the Issuer shall publish a minimum of three successive put announcements in the publication(s) and on the website(s) designated by the CSRC. The put announcement shall specify such details as the redemption process, price, method of payment and time. The holders of convertible bonds who wish to exercise their put option shall submit a put declaration through the stock exchange's trading system within five working days after the expiration of the term for publication of the put announcement. Within five working days after the termination of the time limit for put declarations, the Issuer shall pay the appropriate amounts at the pre-determined price in accordance with the pre-determined payment method. After the termination of the put period, the results of the put and its impact on the Issuer shall be announced.

　　Article 41　A holder of convertible bonds may convert the bonds at any time during the specified conversion period in accordance with the specified conditions and become a shareholder in the Issuer on the first day after the completion of the conversion.

　　Article 42　When an Issuer makes a rights issue or issues new shares, its share capital shall be determined by the method set forth in relevant CSRC regulations.

　　PART SEVEN　INFORMATION DISCLOSURE

　　Article 43　The Issuer shall disclose in a timely manner any information with a

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