Zhongxin Jingwei Client, March 1st, yesterday evening (29th), the State Council issued the "Notice of the General Office of the State Council on the Implementation of the Relevant Work on the Implementation of the Amended Securities Law" (referred to as the "Statement Notice"), requiring the steady advancement of securities disclosure Issue registration system. On March 1, the NDRC, the CSRC, the Shanghai-Shenzhen Stock Exchange and other departments successively issued notices to make arrangements for matters related to the implementation of the registration system for corporate bond issuance.
Development and Reform Commission: Corporate bond issuance changed from approval system to registration system
On March 1, the National Development and Reform Commission issued the "Notice on Issues Related to the Implementation of the Registration System for the Issuance of Corporate Bonds. " The "Notice" clearly states that the issuance of corporate bonds has changed from an approved system to a registered system. The National Development and Reform Commission is the statutory registration agency for corporate bonds. Issuance of corporate bonds should be registered with the National Development and Reform Commission in accordance with the law.
Source of screenshot: NDRC website
The "Notice" requires that corporate bond issuers should have a sound and well-functioning organization. The average distributable profits in the last three years are sufficient to pay one year's interest on corporate bonds. They should have a reasonable balance sheet structure and normal cash flow to encourage issuance. The funds raised from corporate bonds are invested in project construction that conforms to national macro-control policies and industrial policies.
The "Notice" pointed out that the connection between the old and new systems should be done well. The implementation of the registration system for corporate bond issuance is a major reform. All parties involved in the corporate bond market should fully understand the significance of this reform and seriously implement relevant requirements. For corporate bond projects that have been accepted before the implementation of the revised Securities Law of the People's Republic of China, the Development and Reform Commission will continue to advance in accordance with the relevant requirements of the original approval system. The National Development and Reform Commission will continue to improve the regulatory rules, formulate supporting documents such as registration file formats and filing documents directories, and establish an open, transparent, and efficient corporate bond issuance registration management system.
China Securities Regulatory Commission: Registration of corporate bonds for public issuance from March 1
On the same day, the CSRC issued the "Notice on Issues Related to the Implementation of the Registration System for the Public Issuance of Corporate Bonds", and the CSRC made it clear that from March 1, 2020, the public issuance of corporate bonds will be implemented under the registration system . The public issuance of corporate bonds shall meet the issuance conditions and information disclosure requirements stipulated in the revised "Securities Law of the People's Republic of China" and "State Council Notice".
Screenshot source: CSRC website
The CSRC stated that the public issuance of corporate bonds is subject to acceptance, review by the stock exchange, and reports to the CSRC to perform the issuance registration procedures. The Shanghai and Shenzhen Stock Exchanges shall, in accordance with the provisions of the revised "Securities Law of the People's Republic of China", "Notice of the State Council" and this "Notice on Issues Related to the Implementation of the Registration System for the Public Issuance of Corporate Bonds", clarify the review standards, review procedures, and listing conditions. , Transaction methods and other related matters, clarify the materials submission and operation process, make the connection arrangements, and implement the acceptance and review in an orderly manner.
The China Securities Regulatory Commission pointed out that before March 1, 2020, applications for public offering of corporate bonds that had been accepted by the stock exchanges were conducted in accordance with the standards and procedures stipulated in the original Securities Law and Administrative Measures for the Issuance and Transaction of Corporate Bonds.
Shanghai Stock Exchange and Shenzhen Stock Exchange: No suspension of listing from March 1
On March 1st, the Shanghai and Shenzhen Stock Exchanges respectively issued the “Notice on Shanghai Securities Exchange's Implementation of the Registration-related Business Arrangements for the Public Issuance of Corporate Bonds” and the “Shenzhen Stock Exchange's Notification of the Related Arrangements for the Implementation of Registration System of Public Issuance of Corporate Bonds ". The Shanghai and Shenzhen Stock Exchanges also made clear that from March 1, 2020, the suspension of listing will no longer be implemented.
The Shanghai Stock Exchange pointed out that for bonds that have been suspended from listing, the issuer shall determine the transaction method and announce it in a timely manner in accordance with the circumstances specified in Article 1 of the "Notice Regarding the Relevant Issues Regarding the Adjustment of the Transaction Mode of the Bonds During the Listing Period" (Shanghai Securities [2019] No. 39). The Shenzhen Stock Exchange clearly stated that the corporate bonds that had been suspended from trading were traded in accordance with the relevant provisions of the Shenzhen Stock Exchange on the “Notice Regarding the Relevant Issues Regarding the Adjustment of the Transaction Mode of Bonds During the Listing of the Bonds”.
The Shanghai and Shenzhen Stock Exchanges also require that, after the implementation of the registration system for the public issuance of corporate bonds, the content and format of the application documents and prospectus for the public issuance of corporate bonds shall be temporarily referred to the current regulations. If the review is approved, the Shanghai and Shenzhen Stock Exchanges will submit the review opinions and relevant application documents to the China Securities Regulatory Commission to perform the issuance registration procedure; if the review fails, the Shanghai Stock Exchange will terminate the issuance of the listing review and inform the issuer of the reason, and the Shenzhen Stock Exchange will make a termination of the issuance. Decision on listing review. (Zhongxin Jingwei APP)