China Securities Regulatory Commission, Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No.13: Prospectuses for Offering of Convertible Bonds

Issued: April 26 2001
Effective: as of date of issue
Interpreting authority: China Securities Regulatory Commission
Applicability: These Guidelines apply to all issuers of convertible bonds (Article 2).

Main contents: The 65 articles contained in these Guidelines represent the minimum requirements on the contents and formats of prospectuses for offering convertible bonds. In addition to the information normally required of prospectuses in any type of securities offering, the prospectus for an offering of convertible bonds is further required to contain a disclosure of the risks associated with such securities, such as the risks of inconvertibility upon maturity and dilution of earnings per share upon conversion (Article 34). The prospectus shall set out the terms relating to the conversion, call and put of the bonds (Articles 38 to 40). In addition, separate sections shall be made in the prospectus to disclose the information about the security provider for the issue, the credit standing of the issuer, and the measures to service the debt (Articles 41, 42 and 43). The prospectus is valid for three months or, in special circumstances, four months (Article 8). If the prospectus is translated into a foreign language, the Chinese version shall prevail in case of discrepancy (Article 11). The Guidelines also set out a number of specific statements that must be made in a prospectus by the directors of the issuer and the professional intermediaries in respect of the issue (Articles 24 and 25).
Related legislation:PRC, Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p21; PRC, Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p31; Administration of Convertible Company Bonds Tentative Procedures, Mar 25 1997, CLP 1997 No.5 p6 and 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