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China Securities Regulatory Commission (“CSRC”) recently promulgated the Rules for Contents and Format of Information Disclosure by Companies Offering Securities to the Public No.38 – Contents and Format of Annual Report of Corporate Bonds (hereinafter referred to as “Rules for Annual Report of Corporate Bonds”), so as to standardize the annual report information disclosure behaviors of issuers offering corporate bonds to the public and further improve the market information disclosure quality as well as protect investors’ legal rights and interests. In order to coordinate the implementation of the Rules for Annual Report of Corporate Bonds, Shenzhen Stock Exchange (“SZSE”) promulgated the Notice on Doing Well 2015 Annual Report Disclosure Work of Bond Issuers (hereinafter referred to as “Notice on Annual Report Disclosure”).
The Rules for Annual Report of Corporate Bonds includes 4 chapters and 51 articles, which provides detailed provisions on requirements for contents and format of annual report of public placement corporate bonds, and also optimizes the annual report information disclosure of listed companies with the Supplementary Provisions for Annual Report Disclosure of Listed Companies Offering Corporate Bonds to the Public. Now more and more eligible enterprises, especially non-listed companies, gain direct financing by issuing corporate bonds, CSRC’s move defines the information disclosure requirements for annual report of public placement corporate bonds, further improve issuers’ information disclosure quality and standard operation level, push forward the standardization and transparency of information disclosure on corporate bonds, promote standardization by supervision, and realize the effective connection of prospectus disclosure with continuous information disclosure.
Since the implementation of the new rules for corporate bonds from the beginning of 2015, SZSE has orderly carried out relevant corporate bonds issuance and trading work under the new rules, further enhanced audit efficiency and continuously reinforced the audit transparency, so as to actively play a role in serving the real economy. So far, about half of the issuers applying for public placement corporate bonds to SZSE are non-listed companies, SZSE will actively take measures to continuously strengthen the supervision and management on information disclosure of credit corporate bonds under CSRC’s unified deployment. As a matching system, SZSE’s Notice on Annual Report Disclosure has raised related specific requirements for the implementation of the Rules for Annual Report of Corporate Bonds. Firstly, it clearly defines the compilation requirements, disclosure time and submission way of annual report; secondly, it requires issuers and trustees to learn various provisions to carefully prepare and timely submit their annual reports; thirdly, it clearly defines that corporate bond issuers should prepare, submit and disclose annual reports according to the No.38 Rules and relevant regulations of SZSE. Moreover, it clearly defines the responsibilities of issuers and intermediary institutions, and stipulates to adopt self-discipline regulatory measures on related responsible persons who fail to fulfill the information disclosure obligations.
SZSE will continue to adhere to the market-oriented principles and further strengthen supervision and management on information disclosure. In order to promote the market participants to get familiar with and understand relevant rules, SZSE will strengthen the propaganda and guidance for issuers and relevant intermediary institutions by ways of training and seminar, etc., and study on formulating matching system to continuously perfect the rules system for information disclosure of corporate bonds, and actually implement the supervision during and after the trading process.
