Shenzhen Stock Exchange, Rules for Listing of Corporate Bonds

深圳证券交易所公司债券上市规则

December 08, 2009 | BY

clpstaff &clp articles &

Shenzhen Stock Exchange has differing administrations for bonds.

Clp Reference: 3700/09.11.02 Promulgated: 2009-11-02 Effective: 2009-11-02

Issued: November 2 2009
Effective: as of date of issuance
Interpreting authority: Shenzhen Stock Exchange (Stock Exchange)

Applicability: The term “corporate bonds” (Bonds) refers to the negotiable securities that are 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 certain time period.

The listing and trading of enterprise bonds offered by non-corporate legal persons shall be handled with reference to these Rules. The Rules shall not apply to the listing and trading of convertible or exchangeable corporate bonds (Article 1.2).

Main contents: Offerors that apply for the listing of their offered Bonds on the Stock Exchange shall comply with criteria such as:

(1) the Bonds have been verified or approved by the China Securities Regulatory Commission or a department authorised by the State Council and have been publicly offered;

(2) the offeror still fulfils the statutory conditions for offering of corporate bonds at the time of Bond listing application;

(3) the term of Bonds shall be at least one year; and

(4) the amount of Bonds actually offered is not less than Rmb50 million (Article 2.1).

Offerors that apply for listing of their offered Bonds on the Stock Exchange and for trading through the centralised competitive trading system and the integrated trading platform shall fulfil the following criteria in addition to the conditions specified in Article 2.1:

(1) the Bonds shall be rated by a credit rating agency and credit rating of the Bonds shall be AA or above;

(2) before the Bond offering, the asset to liability ratio of the offeror at the end of the most recent period shall not be over 70%, or where the Bonds are offered collectively, the weighted average asset to liability ratio of all the offerors shall not be over 70%;

(3) the offeror's average realised annual distributable profit (or in the case of Bonds offered collectively, the total average realised annual distributable profit of all the offerors) in the most recent three financial years may not be less than 1.5-times the coupon(s) for one year (Article 2.3).

Offerors shall engage a Bond credit rating agency to complete and publicise the Bond credit follow-up rating report of the previous year before June 30 every year (Article 5.5). Where the offeror's shares have been placed under special treatment or the offeror fails to pay the coupons according to schedule, the Stock Exchange shall add the letters “ST” to the abbreviations of the Bonds as a risk warning (Article 5.6). The Stock Exchange may impose interim suspension of listing on Bonds and the derivatives thereof when required by the market (Article 6.3).

Related legislation: Shenzhen Stock Exchange, Charter, Jan 1 1991

Repealed legislation: Shenzhen Stock Exchange, Tentative Provisions on the Listing of Corporate Bonds, 2007; Shenzhen Stock Exchange, Circular on Matters Relevant to the Offering, Listing and Trading of Corporate Bonds, 2007; and Shenzhen Stock Exchange, Rules for Listing of Corporate Bonds, 2000

clp reference:3700/09.11.02/SZ(1)promulgated:2009-11-02effective:2009-11-02

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