Zhongxin Finance, April 23. On April 22, the Shenzhen Stock Exchange officially released the "Company Bond Issuance and Listing Review Rules", "Corporate Bond Listing Rules (Revised in 2022)" and "Non-public Issuance of Corporate Bonds Listing Rules (2022 Revision)" There are four basic business rules including the Measures for the Administration of Suitability of Investors in the Bond Market (Revised in 2022).
This is an important measure for Shenzhen Stock Exchange to implement the relevant requirements of the Securities Law, adhere to the direction of marketization and the rule of law, continue to promote the task of comprehensively deepening the reform of the registration system for corporate bond issuance, further standardize and improve the review business of bond issuance and listing, and consolidate the responsibilities of market entities. , protect the legitimate rights and interests of investors, and maintain the stable and healthy development of the exchange bond market.
Further improve the issuance and listing review rules system
Since the implementation of the registration system for public issuance of corporate bonds, Shenzhen Stock Exchange has conscientiously implemented the decisions and arrangements of the Party Central Committee, the State Council and the Party Committee of the China Securities Regulatory Commission.
Since 2020, it has successively issued notices of corporate bond registration-based business arrangements, guidelines for review key issues, reference guidelines for the preparation of prospectuses, and reference guidelines for the preparation of investor rights protection clauses, forming a relatively complete system of bond issuance and listing review rules.
The "Corporate Bond Issuance and Listing Review Rules" formulated and released this time split the relevant regulations on the review of public issuance of corporate bonds from the original corporate bond listing rules to form independent basic business rules for issuance and listing review, and comprehensively regulate application, acceptance, review Contents, review procedures, suspension and termination matters, self-discipline management and other review business links, and build a concise and concise business guide with the issuance and listing review rules as the core, the review key concerns and other business guidelines as the mainstay, and the prospectus preparation reference and other business handling guidelines as a supplement Clear rules system.
Further consolidate the responsibility of market entities
In order to further implement the registration system reform requirements centered on information disclosure, on the basis of summarizing the practical experience of supervision, the formulation of this rule further focuses on improving the quality of information disclosure, promoting the formation of a good market ecology, and creating a more standardized and transparent bond market.
The first is to strengthen the disclosure of major issues of the issuer, and to increase the disclosure requirements for matters such as major changes in the issuer's equity structure and major assets being mortgaged and pledged. and major matters, bankruptcy administrators are required to continuously disclose bankruptcy progress and other matters as required; the third is to improve relevant arrangements for voluntary disclosure, public commitment disclosure, and suspension of disclosure.
At the same time, in order to urge market entities to perform their responsibilities, keep the “entrance check”, and follow the principle of “acceptance is included in supervision”, it is clarified that the issuer and its related parties, lead underwriters, securities service institutions, etc. All parties shall bear corresponding legal responsibilities.
At the same time, it emphasizes the obligation of special attention of professional institutions, and further refines and improves the relevant provisions of regulatory measures and disciplinary measures, and strictly enforces the responsibilities of various market entities.
Efforts to improve investor protection mechanism
Further improve the holders' meeting mechanism.
The first is to refine the holding of the holder's meeting, adding new situations such as the issuer's or its controlling shareholder or actual controller's transfer of assets for free or obviously unreasonable consideration, resulting in serious uncertainty in the issuer's solvency; Revise the scope of subjects who abstain from voting at the bondholders’ meeting, clarifying that the issuer, the issuer’s related parties, and bondholders who have conflicts of interest on the resolutions should abstain from voting; the third is to improve the resolutions, resolution announcements, and relevant arrangements for the validity of resolutions, and at the same time , stipulating that when the issuer and other relevant parties fail to respond to the content of the meeting resolution in a timely manner, the trustee shall take timely countermeasures.
In addition, with the cancellation of mandatory rating requirements for public issuance of corporate bonds, this revision of the rules introduces the issuer’s occurrence of major events that seriously affect its solvency and other situations that affect the protection of investors’ rights and interests, as the investor suitability adjustment standard during the duration; At the same time, adjust the range of bonds that individual investors can buy to increase investor protection.
In the next step, Shenzhen Stock Exchange will continue to practice the policy of "establishing a system, non-intervention, and zero tolerance" and the requirements of "four respects and one joint effort", adhere to the general work principle of seeking progress while maintaining stability, base on "two overall situations", and cherish the "national interests" The “big one”, fully, accurately and comprehensively implement the new development concept, promote and improve the regulatory system and mechanism that conforms to the development laws and characteristics of the bond market, advance the task of deepening the reform and orderly opening of the bond market, and further do a good job in bond review and supervision, risk prevention and control, and product innovation. Various work, better play the fundamental function of the exchange bond market to serve the high-quality development of the real economy.
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