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

major impact on investors in its convertible bonds.

　　Article 44　All the directors of an Issuer shall undertake and warrant that the contents of the convertible bond application documents and information disclosures are truthful, authentic and complete and do not contain any

falsehoods, misleading statements or major omissions, and they shall assume the corresponding legal liability therefor.

　　Article 45　The Issuer and intermediary organizations such as the lead distributor shall undertake to maintain the confidentiality of information until the publication of the prospectus for the convertible bond issue and may not use unpublished information to seek gain.

　　Article 46　Information disclosure documents relating to convertible bond issues shall include the board of directors and shareholder general meeting announcements made prior to the bond issue, the prospectus, the listing announcement and continuing information disclosure documents (including periodic reports, interim reports, etc.).

　　Article 47　The convertible bond prospectus and listing announcement shall be prepared and disclosed in accordance with the relevant regulations of the CSRC.

　　Article 48　In addition to meeting the general requirements of the CSRC concerning the form and substance of annual and interim reports, the periodic reports shall contain the following:

　　1. the history of conversion price adjustments, and the conversion price as most recently adjusted;

　　2. the aggregate of the conversions effected following the issue of the convertible bonds;

　　3. the names and holdings of the ten largest convertible bondholders;

　　4. major changes in respect of the security provider;

　　5. information on the liabilities of the Issuer and changes in its creditworthiness; and

　　6. other particulars specified by the CSRC.

　　Article 49　Interim reports shall meet the general requirements of the CSRC and the stock exchange concerning interim reports of listed companies and, in addition, the Issuer shall announce the following circumstances if they should occur:

　　1. a change in its shares resulting from the issue of new shares, the distribution of bonus shares or otherwise prompts an adjustment of the conversion price;

　　2. the aggregate number of convertible bonds converted into shares accounts for 10% of the company's issued shares;

　　3. a material change in the creditworthiness of the Issuer may affect the timely payment of the coupon and repayment of principal;

　　4. a material change occurs in the assets of the provider of security for the convertible bonds, or the said provider is merged or divided, etc.;

　　5. other circumstances specified by the CSRC.

　　Article 50　When, through securities trading on the stock exchange, an investor's holding of an Issuer's issued convertible bonds reaches 20% of such Issuer's total issued convertible bonds, he shall report such fact in writing to the CSRC and the stock exchange, notify the Issuer and make an announcement within three days after the fact occurs. During the above-mentioned time limit, the said investor may not effect further purchases or sales of the Issuer's convertible bonds or buy or sell shares in the Issuer.

　　After an investor's holding of an Issuer's issued convertible bonds has reached 20% of such Issuer's total issued convertible bonds, he shall make a written report and an announcement whenever the ratio of his holding of the Issuer's issued convertible bonds increases or decreases by 10%. During the reporting time limit and within two days after making the report and the announcement, the said investor may not effect further purchases or sales of the Issuer's convertible bonds or buy or sell shares in the Issuer.

　　Article 51　Written reports and announcements made pursuant to the preceding article shall at least contain the following particulars:

　　1. the name and domicile of the holder;

　　2. the description and quantity of the convertible bonds held; and

　　3. the date on which his holding of convertible bonds, or the increase or decrease therein, reached the specified ratio.

　　Article 52　If the s

um of (i) the equity that an investor holding a company's convertible bonds would obtain by converting his entire holding of convertible bonds and (ii) the shares held in that company by such investor accounts for 5% of more of the sum of (i) the company's issued shares and (ii) the equity that would result from the conversion of all its convertible bonds, then the investor shall perform his information disclosure obligations in accordance with relevant CSRC regulations whenever there is a 1% increase or decrease or when the said ratio becomes 30% or more.

　　PART EIGHT　LEGAL LIABILITY

　　Article 53　If an intermediary organization providing services for the issue of convertible bonds fails to perform its obligation of due diligence according to law, the CSRC will publicly criticize the intermediary organization and its main responsible personnel, and impose a time limit for rectification. During such time limit, the CSRC will suspend its acceptance of documents issued by the intermediary organization.

　　Article 54　If the Issuer or any of its intermediary organizations divulges relevant information prior to the publication of the issue information, the CSRC will publicly criticize it and order it to publish an explanatory announcement. If the case is serious, punishment will be imposed in accordance with relevant laws and regulations.

　　Article 55　If the Issuer or the distributor provides financial assistance or compensation to an institutional investor participating in a placement, the CSRC will publicly criticize it and order it to rectify the matter within a specific time limit.

　　Article 56　If an Issuer other than a listed finance company invests the proceeds of the issue in a financial institution such as a commercial bank or securities company, the CSRC will publicly criticize it and order it to rectify the matter within a specific time limit.

　　Article 57　If the Issuer has disclosed anticipated earnings and the actual amount of profit realized following the issue fails to reach the amount of earnings anticipated, and if such failure was not due to a cause that the Issuer's management could not have foreseen and that it could not control after the fact, then the Issuer's chairman of the board, the registered accountant engaged for the issue and the legal representative, business manager and project manager of the lead distributor shall give a public explanation before a shareholders' general meeting and in the designated publication(s). If the actual amount of profit realized is less than 80% of the earnings anticipated and there is no reasonable explanation therefor, the above-mentioned persons shall publish a public apology in the designated publication(s). If the actual amount of profit realized is less than 50% of the earnings anticipated, the CSRC will publicly criticize the Issuer. If the Issuer suffers a loss in the year that the convertible bonds are issued, the CSRC will not accept applications for convertible bond issues from the Issuer for two years from the date of the public criticism.

　　PART NINE　SUPPLEMENTARY PROVISIONS

　　Article 58　Acts such as the listing, trading, clearing, custody and conversion into shares of, and the making of coupon payments on, convertible bonds shall be handled in accordance with the convertible bond regulations of the stock exchange and the registration and clearing company.

　　Article 59　These Procedures shall be implemented as of the date of issue

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