Notice On Shanghai Stock Exchange Business Arrangements For Implementing Registration-Based System For Public Issuance Of Corporate Bonds

According to the relevant provisions of the “Securities Law of the People’s Republic of China” (hereinafter referred to as the “Securities Law”), the “Notice by the General Office of the State Council on the Work Concerning the Implementation of the Amended Securities Law” (No. 5[2020] of the General Office of the State Council, hereinafter referred to as the “State Council Notice”) and the “Notice on the Matters Concerning the Implementation of the Registration-based System for the Public Issuance of Corporate Bonds” (No. 14[2020] of the General Office of the China Securities Regulatory Commission), the registration-based system for the public issuance of corporate bonds will be implemented starting from March 1. The issuance and listing review and the relevant business arrangements for the public issuance of corporate bonds and their listing on the Shanghai Stock Exchange (SSE) are hereby announced as follows:

1. Starting from March 1, 2020, if an application is made for the public issuance of corporate bonds (excluding the convertible corporate bonds) to ordinary investors or professional investors as well as the listing of them on the SSE, the SSE shall be responsible for the acceptance and review of issuance and listing, with the CSRC in charge of registration for issuance.

2. After the registration-based system for the public issuance of corporate bonds is implemented, the contents and formats of the application documents and prospectuses for the public issuance of corporate bonds shall be subject to the provisions at present.

3. The SSE’s issuance and listing review follows the principles of compliance with laws, regulations, openness, transparency, convenience, and efficiency. Electronic systems are implemented to improve the transparency of the review and to clarify market expectations. Applications, acceptances, inquiries, replies and other matters are handled through the bond project declaration system of the SSE. The review process and time limit are temporarily implemented in accordance with the current relevant regulations for the pre-review of corporate bond listing.

4. The SSE will focus on and judge in the review whether the issuer complies with the conditions for the public issuance of corporate bonds stipulated in the “Securities Law” and the “State Council Notice”, the listing conditions prescribed by the SSE, and the relevant requirements of the CSRC and the SSE for information disclosure, and urge the issuers to improve the contents of information disclosure.

If the approval is granted in the review, the SSE will submit the review opinions and relevant application documents to the CSRC for issuance registration.If failed to get the approval in the review, the issuance and listing review will be terminated and the issuer will be informed of the reasons.

5. As the first and foremost person responsible for information disclosure, the issuer shall be honest and trustworthy, and shall fully disclose the information necessary for the investors to make value judgments and investment decisions, in accordance with the “Securities Law” and the “State Council Notice” as well as the relevant requirements of the CSRC and the SSE. The information disclosed by the issuers and other obligors for information disclosure shall be authentic, accurate, complete, concise, clear and easy to understand, and shall not contain false records, misleading statements or major omissions.

Underwriters, accounting firms, law firms and other securities service institutions shall perform their duties and obligations in accordance with the provisions of the “Securities Law” and the “State Council Notice”, carry out inspections according to the rules, and support the issuers in submitting the application documents effectively.

6. After the registration is achieved for the public issuance of corporate bonds, the arrangements for issuance and listing shall be implemented in accordance with the current rules of the SSE.

After the listing of the corporate bonds, the issuers and other obligors for information disclosure shall fulfill their obligation for information disclosure on the basis of the “Securities Law” and relevant requirements of the CSRC and the SSE.

7. The matters such as the means and adjustments of tradingand management of investor suitability for the publicly offered corporate bonds during the period of listing shall be handled in accordance with the relevant current business rules of the SSE. As from March 1, 2020, the SSE will no longer implement the system of listing suspension; for the bonds that have had the listing suspended, the issuer shall determine the trading mode and timely make an announcement in accordance with the circumstances stipulated by the first provision of the “Notice on the Matters Concerning the Adjustments of Trading Modes During the Listing of the Bonds” (No. 39[2019] of the SSE).

8. The applications for preliminary review of corporate bond listing accepted by the SSE before March 1, 2020 shall still be subject to the standards and procedures stipulated by the original “Securities Law”, the “Administrative Measures for the Issuance and Trading of Corporate Bonds” and the regulations of SSE in the preliminary review of listing.

9. In accordance with the “Securities Law” and relevant requirements of the State Council and the CSRC, the SSE will formulate and revise the review rules, the listing rules and other supporting rules for the public issuance and listing of corporate bonds as soon as possible, and make disclosure in a timely manner.

10. The existing provisions are applicable to the application documents, confirmation of listing conditions, transfer, information disclosure and other matters concerning the non-public issuance of corporate bonds.

11. This notice shall come into force as of the date of promulgation. Upon the release of this notice, if other relevant provisions of the SSE are inconsistent with those in this notice, this notice shall prevail.