Shanghai Stock Exchange, Circular on Adjusting Matters Relevant to the Offering, Listing and Trading of Corporate Bonds
上海证券交易所关于调整公司债券发行、上市、交易有关事宜的通知
December 08, 2009 | BY
clpstaff &clp articles &Bonds not meeting criteria may only be offered to institutional investors through the Shanghai Stock Exchange.
Issued: November 2 2009
Effective: as of date of issuance
Interpreting authority: Shanghai Stock Exchange (Stock Exchange)
Applicability: The term “corporate bonds” refers to corporate bonds specified in the Measures for Pilot Projects for the Offering of Corporate Bonds, that is, negotiable securities offered by a company in accordance with the statutory procedure, and that specify that the principal will be repaid and interest thereon paid within a period of at least one year (Section Five(1)).
Main contents: During the pilot period, where corporate bond offerings that apply for listing on the Stock Exchange fulfil the standards specified in Article 2.2 of the Shanghai Stock Exchange, Rules for Listing of Corporate Bonds (the Rules) may in principle be offered to all market investors (including individual investors) by way of online and offline offering. Where the aforementioned standards are not met, the bonds may be offered to institutional investors only and not to individual investors (Section One(1)).
During the pilot period, corporate bonds that fulfil the standards specified in Article 2.2 of the Rules may be traded through the centralised competitive trading system, block trading system and integrated electronic platform for securities with fixed returns of the Stock Exchange. Corporate bonds that fail to meet the aforementioned standards may only be traded on the electronic platform for securities with fixed returns (Section Two(1)).
Corporate bonds that fulfil any of the following criteria may be pledged in bond pledge-style repurchase transactions:
(1) the offeror of the corporate bonds is a wholly state-owned enterprise directly subordinate to the central government;
(2) full, unconditional and irrevocable security bearing joint and several liability or full security in the form of mortgaged assets are provided for the corporate bonds by the Industrial and Commercial Bank of China Limited, Bank of China Limited, China Construction Bank Limited, Agricultural Bank of China Limited, Bank of Communications Limited or China Development Bank Limited; or
(3) the rating of the company and its bonds are both AA or above (Section Three(3)).
Bonds that were already listed before the issuance of the Circular but do not meet the criteria specified in Article 2.2 of the Rules may still be traded through the competitive trading system, block trading system and integrated electronic platform for securities with fixed returns (Section Five (7)).
Related legislation: Measures for Pilot Projects for the Offering of Corporate Bonds, Aug 14 2007, CLP 2007 No.8 p.77; and Shanghai Stock Exchange, Rules for Listing of Corporate Bonds, Nov 2 2009, CLP 2009 No.10 p.42
Repealed legislation: Shanghai Stock Exchange, Circular on Matters Relevant to the Offering, Listing and Trading of Corporate Bonds, Sep 20 2007; and Shanghai Stock Exchange, Amending the <Circular on Matters Relevant to the Offering, Listing and Trading of Corporate Bonds>, Sep 16 2008
clp reference:3700/09.11.02/SH(2)promulgated:2009-11-02effective:2009-11-02This premium content is reserved for
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