Shanghai Stock Exchange, Convertible Bond Listing Rules

Issued: November 4 2002
Effective: as of the date of issue
Interpreting authority: Shanghai Stock Exchange
Applicability: Convertible bonds are defined as corporate bonds issued in accordance with statutory procedures that may be converted into shares within a set term and in accordance with the agreed conditions (Article 1.2).

Main contents: Article 2.1 of the Rules sets out the conditions for listing convertible bonds following the public offering, which include: the actual issue should be at least Rmb100 million in face value and the term should be at least three years. Article 2.2 sets out a list of documents required to be submitted to the stock exchange for the listing. The listing application must be sponsored by one to two qualified sponsors (Article 2.8).
Part Three concerns information disclosure. It provides some exemptions for the information disclosure obligations (Article 3.10). The information to be disclosed by the issuer includes periodic reports (annual and interim reports) and ad hoc reports, as well as announcements for payment of interest, conversion of bonds to shares, redemption and sell-back. Articles 3.20 and 3.21 also specify how an investor should fulfil its disclosure obligation when its purchase of an issuer's convertible bonds reaches 20% of the issuer's total issue.
Part Four states that an issuer may apply for suspension and resumption of the trading of convertible bonds or the conversion of bonds to shares to the stock exchange for reasons such as redemption, merger and acquisition (Articles 4.3, 4.5-4.6). Circumstances that the stock exchange sees as requiring suspension of trading are also set out (Article 4.7).
Part Five provides that the stock exchange may suspend or terminate the listing of a convertible bond if a circumstance specified by the laws and regulations or the China Securities Regulatory Commission makes such a suspension or termination necessary. Disciplinary actions applicable to the issuer, its directors, supervisors, senior management personnel, persons responsible for information disclosure as well as the sponsor are set out in Part Six in relation to violations of the Rules.
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; Issue of Convertible Bonds By Listed Companies Implementing Procedures, Apr 26 2001, CLP 2001 No.5 p40 and Shanghai Stock Exchange, Share Listing Rules, Feb 25 2002, CLP 2001 No.6 p18 and CLP 2002 No.3 p16
Repealed legislation: Shanghai Securities Exchange, Listing and Trading of Convertible Company Bonds Rules, Jul 2 1998, CLP 1998 No.9 p18