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Original title: The central bank and three other ministries and commissions unified the disclosure requirements of credit bonds for the first time and improved the basic bond market system.
On December 28, the Central Bank, the Development and Reform Commission and the China Securities Regulatory Commission jointly issued the “Administrative Measures for the Disclosure of Information on Corporate Credit Bonds” (hereinafter the “Measures”) , which will be implemented on May 1 of next year. This is another important achievement of the inter-ministerial coordination mechanism for corporate credit bonds following a series of measures such as the unified mechanism of disposition of default bonds, the establishment of a unified mechanism of execution of the bond market and the mutual recognition of credit ratings. in the interbank exchange market.
The “Measures” are understood to have been in the works for over two years prior to enactment, and have been refined in light of recent bond events. The “Measures” consist of five chapters and 47 articles, and for the first time unified the information disclosure requirements of all aspects of corporate credit bonds, including: the basic principles of information disclosure, the obligations of the information discloser , the information disclosure requirements for the issuance and duration, the standards for identification and disclosure of important events Request etc.
The “Measures” improve the quality of information disclosure by unifying and clarifying information disclosure procedures and requirements, which will help improve market transparency, enhance market restriction mechanisms, help strengthen protection of investors, will help improve the basic systems of the bond market and promote The bond market continues to develop in a healthy way, ”said the relevant person in charge of the Office of the Coordination Mechanism of Corporate Credit Bonds when answering the questions of the journalists.
Strengthen the coordination and unification of the dissemination of information.
At present, China’s corporate credit bonds mainly include corporate bonds, corporate bonds, and nonfinancial corporate debt financial instruments. The disclosure requirements for these three types of bonds are not completely the same.
The issuance of the “Measures” aims to promote the coordination and unification of the disclosure of information on corporate credit bonds, which is mainly reflected in four aspects: one is to unify the basic principles of disclosure of information; the second is to unify the information disclosure obligations; and the third is to unify the information requirements of companies and intermediaries; The fourth is to unify identification standards and disclosure requirements for important duration issues.
For example, in terms of identification standards for major issues, different types of bonds previously had different identification standards for major issues. The Measures, combined with the relevant provisions of the new Securities Law, clarified 22 important issues that may affect the solvency of companies or the rights and interests of investors, including: corporate debt repayment obligations, mortgages of important assets , pledges, sales, transfers, etc. Obsolescence, free transfers, major investment activities or major asset restructuring, etc .; and unified reporting time for major events to protect investors’ right to know.
With regard to the information disclosure requirements, Article 5 of the Measures stipulates that the disclosure of information must follow the principles of truthfulness, precision, integrity, timeliness and fairness. There must be no false records, misleading statements, or material omissions; the language must be concise, simple and clear, and must not congratulate, publicity, compliment or derogatory expressions.
Article 39 of the “Measures” also stipulates that companies and other information disclosure debtors that do not comply with their information disclosure obligations in accordance with regulations or the disclosed information contains false records, misleading statements or material omissions that cause losses to bond investors, will be liable for compensation in accordance with the law. .
“Information disclosure is the core of the registration system and one of the most important basic systems in the bond market, especially the corporate credit bond market. The quality of the disclosure of information directly determines the effectiveness of the restriction mechanism. From the market”. An industry expert commented on the 21st century Said the Economic Herald reporter.
It is understood that the “Measures” also take into account the principles and flexibility, clarify the basic principles and requirements of the disclosure of information and, at the same time, leave adequate space for special arrangements in the coordinated and unified framework of disclosure of information. information on corporate credit bonds; both reality and looking to the future, Building on absorbing existing beneficial disclosure practices in the bond market, it also leaves room for continued deepening of information disclosure in the future.
“Two improvements, one supervision”
Article 10 of the “Measures” stipulates that when a company issues bonds, it will disclose the prospectus and other documents prior to issuance; Article 16 stipulates that during the validity of the bond, the company will disclose periodic reports in accordance with the pertinent requirements.
It is understood that in order to improve the quality of information disclosure, the “Measures” establish detailed requirements on the main content, structural framework and format of the prospectus and periodic reports, and the “Measures” fully consider the ability to make decisions decisions and risk analysis of different types of investors. On this basis, different disclosure requirements have been established for the prospectus and periodic reports.
At the same time, the protection of investors in the Measures has also increased. The prospectus has a special chapter on “Investor Protection Mechanism”, which reveals the mechanism of the bondholders meeting, the main content of the entrusted management contract, the default situation, the liability for default, the relief mechanism of breach of the bonds and the alienation procedures and other contents closely related to the rights and interests of investors.
For example, companies are required to clearly disclose the definition, trigger conditions, liability for non-compliance, emergency events and the mechanisms and procedures for the relief of breach of bond, force majeure, waiver, dispute resolution mechanisms, etc.
“One supervision” refers to the establishment of a punishment system of “administrative measures + self-discipline measures” based on the application of the unified bond market law. The Measures clarify that, based on the unified application of the law in all markets, the supervisory and management agencies of corporate credit bonds can take regulatory measures such as ordering corrections and supervisory talks against institutions and personnel that violate the regulations. provisions of the Measures, and market self-regulatory organizations may take measures in accordance with the self-discipline rules. Companies, intermediary structures and relevant responsible personnel shall take measures of self-discipline for violations of the rules of self-discipline or relevant agreements or promises.
It should be noted that the prospectus and periodic reports are important sources of information for investors to analyze the value of bond investments. In order to improve the quality of information disclosure and, at the same time, strengthen the binding legal force of the prospectus as a basic bond document, the “Measures” changed the format for the first time. Dimension, content, investor type, and other dimensions unify the requirements for preparing the prospectus and periodic report. While it reduces the cost of disclosure caused by inconsistent rules, it also improves the convenience of bond issuance between markets and improves investor protection.
It is understood that the follow-up Interbank Market Traders Association will formulate the relevant support implementation rules in accordance with the “Measures” to do a good job in the transition period of policy convergence, and in accordance with the rules for self-discipline management of information disclosure.
(Author: Lee would like to edit: Lin Hong)
