China Securities Regulatory Commission, Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No. 12: Application Documents for the Issue of Convertible Bonds by Listed Companies

Issued: April 26 2001
Effective: as of date of issue
Applicability: All listed companies that apply to issue convertible bonds are required to prepare and submit application documents pursuant to these Guidelines and in accordance with the requirements set out in the Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No.9: Application Documents for Initial Public Offerings.

Main contents: The Guidelines divide application documents into two categories: those that shall be disclosed on designated publications and websites and those that are not required to be disclosed. The first part includes the full prospectus (draft for submission), an abstract of the prospectus and the listing announcement. The full prospectus may include an earnings forecast prepared by the issuer, an audit report (if any) and a supplementary opinion from the auditor (if any) (Part One). The second part shall include sponsoring documents issued by the lead distributor, a lawyer¡¯s legal opinion, the issuer¡¯s application, the shareholder authorization documents, documents relating to the application of proceeds from the issue, terms and proposals of the issue, and other relevant documents (Part Two). Other relevant documents shall include a statement of the issuer (signed by all the directors) and its lawyers on the credit standing of the issuer and, if available, a credit rating report issued by a credit rating institution in respect of the corporate bonds (Part Seven).
Related legislation: Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No.9: Application Documents for Initial Public Offerings, Mar 6 2001, CLP 2001 No.3 p7