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TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II PROSPECTUS OF DIRECTIONAL BONDS CHAPTER III CONTINUING INFORMATION DISCLOSURE CHAPTER IV SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1. In order to regulate the acts of the securities companies in the directional issuance of bonds (hereinafter referred to issuer) and the relevant parties concerned in performing the obligation of information disclosure, the present Rules are formulated in accordance with the pertinent laws, regulations and the Interim Measures for the Management of Bonds of Securities Companies. Article 2. The present Rules shall be applicable to the information disclosure concerning the directional bonds issued by the securities companies (hereinafter referred to information disclosure). Article 3. The principle of good faith shall be observed in information disclosure. There shall be no false record, misleading statement and serious loophole in the disclosed information. Article 4. The board of directors and all the directors of an issuer shall be liable for the authenticity, exactness and completeness of the disclosed information, shall promise that there is no false record, misleading statement and serious loophole in it, and shall promise to bear the separate and joint legal liabilities. Article 5. The main distributors, law firms, accountant firms and credit standing evaluation institutions shall be liable for the professional reports and opinions given by themselves, and shall carefully check the documents about information disclosure when providing services, shall confirm that there is no false record, misleading statement and serious loophole, and shall bear the relevant liabilities. Article 6. A qualified investor that participates in the purchase or transfer of bonds shall independently analyze the authenticity, exactness and completeness of the disclosed information, shall independently estimate the investment value of the bonds on the basis of its analyses and shall bear any risks arising from bonds investment by itself. Article 7. An issuer shall take effective measures to ensure the qualified investors that participate in the purchase and transfer of bonds have equal access to the relevant information of bonds. CHAPTER II PROSPECTUS OF DIRECTIONAL BONDS Article 8. An issuer shall offer prospectus of directional bonds to the qualified investors that participate in the purchase of such bonds. Article 9. The prospectus shall be made by reference to the content in the prospectus for bonds issued publicly, promising to provide qualified investors with all the information that may be very important for them to make decisions and ensuring the authenticity, exactness, completeness, fairness and timeliness of such information. Article 10. An issuer shall ensure an equal access to any supplement information about the directional bond issuance among all qualiried investors in the subscription. Article 11. The recent audited financial accounting materials cited in the prospectus shall be valid for 6 months as of the deadline of the financial statement. Under special circumstances, the issuer may apply for reasonable extension. Article 12. The prospectus shall be valid for a term of 6 months, which shall begin from the day when it is signed for the last time before the China Securities Regulatory Commission (hereinafter referred to the CSRC) issues the notice of approval. Where the issuer fails to issue bonds within the valid period of the prospectus, it shall revise the prospectus. Under the precondition of meeting the requirements specified in Article 11 of the present Rules, the issuer may apply to extend the valid period of the prospectus under special circumstances. Article 13. After the issuer submitted the application documents and before the prospectus is disclosed, if there arises any matter inconsistent with the application documents or of vital importance to the current bonds investments, the issuer shall revise the prospectus and provide supplementary explanatory materials in time according to the actual circumstances. After an application for the issuance of directional bonds has been approved by the CSRC, if the issuer considers that it is necessary to revise the prospectus, it shall explain the reasons in a written form, and shall revise the prospectus and the abstract upon the consent of the CSRC. Where necessary, the issuer's application for the issuance of directional bonds shall be subject to the new approval of the CSRC. Article 14. The issuer shall offer the investors the following instructions at eye-catching position of the prospectus: "The board of directors of the issuer has approved of the prospectus, and all the directors promise that there is no false record, misleading statement and serious loophole, and will bear the separate or joint legal liabilities for the authenticity, exactness and completeness of the prospectus. " "The person in charge of the company, the person in charge of the finance of the company and the head of the accounting department shall guarantee the authenticity and completeness of the financial statement in the prospectus. " "The holders of bonds shall exercise relevant rights according to the provisions in the laws and regulations and the stipulations in the prospectus, and shall supervise the relevant acts of the issuer and agents of the creditors. " "When purchasing current bonds, an investor shall carefully read the prospectus and the relevant information disclosure documents, independently make judgments about the investment. The CSRC's approval of the issuance of current bonds doesn't show that it has made any comment on the investment value of the current bonds, nor does it reflect that it has made any judgment about the investment risks. Any statement contrary to the above is false and not true. " "Those who have obtained and are holding the current bonds by lawful means of purchase and transfer, shall all be deemed as the ones who have voluntarily accepted all the rights and obligations of the current bonds stipulated in the prospectus. " "An investor who purchases current bonds shall be considered one who has consented to the credit agency agreement. " "After the bonds have been issued in accordance with the law, the investors themselves shall bear risks resulting from the changes in the operation and gains of the issuer." "If an investor have any doubt about the prospectus, it shall consult its own bill broker, lawyer, professional accountant or the other professional consultants." Article 15. In the prospectus, an issuer shall clearly specify that the qualified investors who purchase or transfer directional bonds shall fill in the Bonds Purchase Form for Qualified Investors (refer to Attachment 1) or Bonds Transfer Form for Qualified Investors (refer to Attachment 2), shall promise to bear all risks arising from the bonds investment and not to transfer the bonds it holds to any unqualified investor. After the Bonds Purchase Form for Qualified Investors or the Bonds Transfer Form for Qualified Investors has been filled up, it shall be kept by the main distributor or by the securities company, which provides transfer services, until the bonds have been totally redeemed. Article 16. The information concerning that an issuer provides qualified investors with prospectus and other relevant information about the issuance of other bonds shall be disclosed in a unpublicized form, shall not be published publicly in any mass media, or shall not be published publicly in any disguised form. The issuer and the relevant parties concerned shall not mislead the investors into purchasing the bonds in any form. CHAPTER III CONTINUING INFORMATION DISCLOSURE Article 17. During the existence period of the bonds, the issuer shall disclose to the qualified bond-holding investors the information which may be of vital importance for them to make investment decisions in time. The content of the continuing disclosure information and the measures shall be clearly specified in the prospectus. Article 18. When specifying the content of the continuing disclosure information, the issuer shall consult the relevant provisions governing the continuing information disclosure of the bonds issued publicly. Article 19. The continuing information disclosure of the issuer shall include the annual statement and reports on vital events at least. Article 20. During the continuous existence of bonds, the issuer shall disclose to the qualified bond-holding investors an annual statement within 4 months from the last day of every fiscal year, and shall report it to the CSRC for archival purposes. For an issuer that discloses a semi-annual statement, it shall disclose it to the qualified bond-holding investors within 2 months from the last day of the first half of each fiscal year, and shall report it to the CSRC for archival purposes. Article 21. A periodical report shall disclose the important information concerning the interests of the bond-holders within the report period in detail, and shall at least contain the following information: (1) The information about the payment for the principal and interest of the bonds; (2) The relevant information of the special account for redemption of debts; (3) The vital changes of the guarantor and the guaranty; (4) The debt changes of the issuer; (5) The comprehensive statement about the cash flow; (6) The information of tracking grade evaluation; (7) The main content of the report about the affairs conducted by the agent of the creditors; (8) The main information about the announcements of vital matters; (9) Information about the meetings of bond-holders; and (10) The other important information for the bond-holders. Article 22. When an issuer encounters any of the following circumstances, it shall inform the qualified bond-holding investors of the relevant information in time: (1) It is predicted that the due interest or principal may be unable to be redeemed; (2) There arise anomalies in the special account for redemption of debts; (3) Entering into guarantee contract and other important contracts that may have vital effect on the redemption of the principal and interest; (4) It has sustained a huge deficit or a heavy loss exceeding 10 % of the net assets; (5) It encounters any important arbitration or lawsuit; (6) Decrease of capital, merger, division, dissolution and applying for bankruptcy; (7) Failing to fulfill the stipulations in the prospectus; (8) It plans to make important restructure of debts; (9) The guarantor or the guaranty have changed considerably; (10) The other circumstances provided for by the CSRC. Article 23. For the directional bonds transferred in a transfer place upon the approval of the CSRC, the continuing information disclosure shall be in line with the relevant rules of the CSRC and the transfer place. The issuer shall prepare and put the information disclosure documents in such transfer places. Article 24. Where the issuer fails to perform its obligations of continuing information disclosure required by the CSRC and the transfer place, the CSRC and the transfer place may suspend or terminate the transfer of the bonds in this transfer place. CHAPTER IV SUPPLEMENTARY PROVISIONS Article 25. The present Rules shall be implemented as of October 8, 2003. Attachments: 1. Bonds Purchase Form for Qualified Investors 2. Bonds Transfer Form for Qualified Investors Attachment 1: BONDS PURCHASE FORM FOR QUALIFIED INVESTORS Name of Purchaser: Securities Account Number of Purchaser: Address of Purchaser: Telephone of Purchaser: Name of Bonds (Code) L Purchase Amount (Par Value) (in words): (in Arabic figures): Purchase Amount (in words): (in Arabic figures): Statement of Purchase: This purchaser is able to make analyses to bonds investment and to bear the risks thereof. It meets the requirements for a qualified investor provided for by the CSRC. It has obtained the relevant materials of the bonds to be purchased this time and the instructions about risks. It voluntarily purchases the bonds and bears the investment risks. It promises to abide by the relevant regulations and perform the relative obligations. Statement of the Issuer : This issuer has verified the identity of the purchaser as a qualified investor, can affirm that it meets the requirements for a qualified investor specified by the CSRC; has provided it with the relevant materials and has given it instructions of the risks of purchasing the bonds. Statement of the Main Distributor : This main distributor has verified the identity of the purchaser as a qualified investor, can affirm that it meets the requirements for a qualified investor specified by the CSRC; has provided it with the relevant materials and has given it instructions of the risks of purchasing the bonds. Seal of Purchaser: Date: Seal of Issuer: Date: Seal of the Main Distributor: Date: Attachment 2: BONDS TRANSFER FORM FOR QUALIFIED INVESTORS Name of Transferor: Name of Transferee: Securities A / C Number of Transferor: Securities A / CNumber of Transferee: Address of Transferor: Address of Transferee: Telephone of Transferor: Telephone ofTransferee: Name of Bonds (Code) : Statement of Transferor: This transferor has verified the identity of the transferee as a qualified investor, can affirm that it meets the requirements for a qualified investor specified by the CSRC; has provided it with the relevant materials and has given it instructions of the risks of the transferred bond. Statement of Transferee: This transferee is able to make analyses to bonds investment and to bear the risks therein. It meets the requirements for a qualified investor provided for by the CSRC, has obtained the relevant materials of the bonds to be transferred this time and the instructions about risks. It voluntarily accepts the transferred bonds and bears the investment risks. It promises to abide by the relevant regulations and perform the pertinent obligations. Statement of Securities Company: This securities company has verified the identity of the transferee as a qualified investor, can affirm that it meets the requirements for a qualified investor specified by the CSRC; has provided it with the relevant materials and has given it instructions of the risks of the transferred bonds. Seal of Transferor: Date: Seal of Transferee: Date: Seal of the Securities Company: Date: Remark: If transfer is not direct, the columns can be left blank depending on the condition. |
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