China Securities Regulatory Commission, Guidelines on Contents and Formats for Information Disclosure by Companies that Offer Securities to the Public (No 24): Application Documents for Public Offering of Corporate Bonds

中国证券监督管理委员会公开发行证券的公司信息披露内容与格式准则第24号 - 公开发行公司债券申请文件

October 02, 2007 | BY

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Nineteen application documents required for offering of corporate bonds.

Clp Reference: 3700/07.08.15 Promulgated: 2007-08-15 Effective: 2007-08-15

Issued: August 15 2007
Effective: As of date of issuance

Main Contents: The application documents specified in these Guidelines are the minimum requirement for the application documents for corporate bond offering. The China Securities Regulatory Commission (CSRC) may, where examination requires, request the offeror and intermediaries to provide supplementary materials. If some of the materials are not applicable to the offeror, it is not required to submit such materials, but a written explanation shall be submitted to the CSRC (Article 3).

The Appendix lists the documents required for an application for public offering of corporate bonds, covering:

Part One: Documents for the offering
1-1 Prospectus (Submission Version)
1-2 Abstract of the Prospectus
1-3 Offering Announcement (to be provided as required by the CSRC after approval by the Public Offering Review Committee)

Part Two: Application and authorization documents from the offeror for the contemplated corporate bond offering
2-1 Application report by the offeror on the contemplated offering of corporate bonds
2-2 Resolution of the offeror's board of directors
2-3 Resolution of the offeror's shareholders' general meeting

Part Three: Documents from the intermediaries for the contemplated corporate bond offering
3-1 Sponsorship document issued by the sponsor for the corporate bond offering
3-2 Legal opinion issued by the offeror's lawyer

Part Four: Other documents
4-1 The offeror's financial reports and audit reports for the most recent three years and the financial report of the most recent reporting period (by the time of application, the pro forma financial report and audit report provided by the offeror that has a major asset restructuring recently, and the financial report, asset appraisal report and/or audit report on the assets that have been restructured into the company)
4-2 Supplementary comments (if any) of the board of directors, accounting firm and certified public accountant of the offeror on the non-standard audit report with an unqualified opinion
4-3 Documents relevant to the use of proceeds from the contemplated corporate bond offering
4-4 Bond trust agreement
4-5 Rules for bondholders' meetings
4-6 Credit rating reports issued by the credit rating agency for the contemplated corporate bond offering
4-7 Security provision contract, letter of security, and authorization document received by the security provider for providing security (if any) for the contemplated corporate bond offering; and the asset appraisal documents for the secured property (if security is in the form of mortgage or pledge)
4-8 Financial reports and audit reports of the most recent year and most recent reporting period of the security provider (if any)
4-9 Regulatory opinion issued by the department in charge of the relevant industry
4-10 Underwriting agreement (to be provided as required by the CSRC prior to the offering)
4-11 Letters of undertaking from all directors, supervisors and members of the senior management of the offeror on the truthfulness, accuracy and completeness of the offering application documents

Related Legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21; PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31; and Measures for Pilot Projects for the Offering of Corporate Bonds, Aug 14 2007, CLP 2007 No.8 p.77

clp reference:3700/07.08.15promulgated:2007-08-15effective:2007-08-15

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