China News Service, October 23. According to the website of the China Securities Regulatory Commission, the China Securities Regulatory Commission publicly solicited opinions on the "Administrative Measures for Convertible Corporate Bonds (Draft for Comment)" on the 23rd.
The drafting of the "Draft for Comments" adheres to the following principles: First, it is problem-oriented.
In response to the recent phenomenon that individual convertible bonds have been excessively speculated, they have risen and fallen sharply, focusing on solving the inadequacy of investor suitability management, the lack of checks and balances in the trading system, the imbalance of rights and responsibilities between issuers and investors, and incomplete daily monitoring and trusteeship For issues such as the lack of management systems, we will improve various systems such as transaction transfer, investor suitability, information disclosure, protection of rights and interests of convertible bond holders, redemption and resale clauses, etc., to prevent transaction risks and strengthen investor protection.
The second is overall planning and coordination.
The current issuance conditions remain basically unchanged, and each sector still applies its own issuance procedures and related rules.
The third is to reserve space.
Incorporating the new three boards into the scope of adjustments will provide an institutional basis for future market reforms and development.
At the same time, it also puts forward principled requirements on investor suitability, trading system, issuer and investor rights and responsibilities, and reserve space for the perfection of supporting rules for trading venues.
The "Draft for Comment" has eight chapters and 37 articles, mainly including general rules, issuance conditions and procedures, transaction transfer, information disclosure, share conversion, redemption and resale, rights protection of convertible bond holders, supervision and management and legal responsibilities, By-laws and other content.
Details are as follows:
One is to clarify the issuance conditions and procedures.
In principle, the issuance conditions are stipulated, and the existing regulations remain basically unchanged. At the same time, it is clear that the issuance of convertible bonds to specific objects to purchase assets constitutes a major asset reorganization, and the major asset reorganization conditions should also be met.
The second is to improve the transaction transfer system.
Require securities trading venues to formulate trading rules based on the risks and characteristics of convertible bonds to prevent and suppress excessive speculation; for programmatic transactions, they must comply with the regulations of the Securities Regulatory Commission and report to the securities trading venues; require securities trading venues to formulate investor suitability management System, securities companies conduct verification and evaluation of the suitability of customers’ investors, guide investors to participate in convertible bond transactions rationally; prevent the risk of forced redemption, strengthen the supervision and regulation of the issuer’s exercise of strong redemption; strengthen risk monitoring and require transactions The institute has established a cross-variety monitoring mechanism, formulated targeted abnormal fluctuation indicators, and adopted relevant disposal measures in a timely manner.
The third is to improve information disclosure.
It is further attributed to the "debt nature" of convertible bonds. On the basis of the provisions of the Securities Law, combined with the characteristics of convertible bonds and actual supervisory experience, detailed regulations on temporary disclosure events are made.
The fourth is to improve the determination and adjustment mechanism of the conversion price, and strengthen the regulation of the conversion price and price correction behavior.
The fifth is to strengthen the protection of the rights and interests of convertible bond holders, and establish a trust management system for convertible bonds in accordance with the "Administrative Measures for the Issuance and Trading of Corporate Bonds."
Sixth, clear rules for convergence.
Where there are provisions in these Measures, these Measures shall apply; if there are no provisions in these Measures, other relevant regulations of the China Securities Regulatory Commission shall apply.