What are the norms of corporate bond underwriting business?

What are the norms of corporate bond underwriting business? Below I have compiled the corporate bond underwriting business norms for your reference!

Chapter I General Provisions

Article 1 In order to regulate the underwriting of corporate bonds by underwriting institutions, protect the legitimate rights and interests of investors and promote the healthy development of the corporate bond market, these Standards are formulated in accordance with the Measures for the Administration of Issuance and Trading of Corporate Bonds and other relevant laws and regulations, normative documents and self-discipline rules.

Article 2 When an underwriting institution underwrites domestic corporate bonds, these Rules shall apply to its business activities such as project undertaking, issuance application, promotion, pricing, placing and information disclosure. After the issuance of corporate bonds, the trustee shall continue to perform the entrusted management duties in accordance with relevant regulations.

Article 3 The China Securities Association (hereinafter referred to as the Association) shall exercise self-discipline management over the underwriting of corporate bonds by underwriting institutions.

Article 4 An underwriting institution shall establish and improve the underwriting business system and decision-making mechanism, formulate risk management system and internal control system, strengthen the management of pricing and placing process, and implement underwriting responsibilities.

Chapter II Commitment and Application

Article 5 The issuance of corporate bonds shall be underwritten by a securities company with securities underwriting business qualifications.

Securities companies qualified for securities underwriting business and other institutions recognized by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) may issue corporate bonds privately.

Article 6 An underwriting institution shall abide by the principles of fairness, impartiality and objectivity in undertaking projects, and shall not solicit projects by improper means such as promised price or interest rate, promised approval and approval time.

When determining the underwriting fee, the underwriting institution shall comprehensively consider the issuer's qualification, underwriting risk and other factors, and make a reasonable quotation, and shall not disturb the normal market order.

Article 7 The lead underwriter shall sign an underwriting agreement with the issuer, in which the rights and obligations of both parties shall be clearly defined and a clear underwriting base shall be agreed. Where underwriting is adopted, the underwriting responsibility shall be clearly defined.

If the public offering of corporate bonds should be underwritten by an underwriting syndicate in accordance with the provisions of laws and administrative regulations, the underwriting institutions forming the underwriting syndicate shall sign an underwriting syndicate agreement, and the lead underwriter shall be responsible for organizing the underwriting work. Where the issuance of corporate bonds is jointly underwritten by two or more underwriting institutions, all underwriting institutions acting as the lead underwriters shall * * * share the lead underwriting responsibilities and perform relevant obligations. If the underwriting syndicate consists of more than three underwriting institutions, it may set up a deputy lead underwriter to assist the lead underwriter in organizing underwriting activities.

Members of the underwriting syndicate shall conduct underwriting activities in accordance with the underwriting syndicate agreement and underwriting agreement, and shall not engage in false underwriting.

Article 8 An underwriting institution shall assist the issuer in coordinating the relevant work of intermediary institutions such as credit rating agencies, accounting firms and law firms. The underwriting institution shall not interfere with the issuer's selection of relevant intermediaries.

Article 9 An underwriting institution shall conduct due diligence in accordance with relevant regulations.

Article 10 An underwriting institution shall train the issuer in the laws, regulations and basic knowledge of the bond market, so that it can master the laws, regulations and rules of corporate bond declaration and issuance, understand the responsibilities and obligations of information disclosure and commitment, and establish the awareness of legal system, honesty and self-discipline in bond market access.

Article 11 An underwriting institution shall, in accordance with relevant laws, regulations and rules, assist the issuer to apply for issuance and do a good job in filing.

Article 12 An underwriting institution shall be responsible for the authenticity, accuracy and completeness of the documents issued by it, and bear corresponding legal responsibilities.

For the issuer's application documents and bond issuance and offering documents, the underwriting institution shall carefully check the contents of the professional opinions issued by the securities service institution and its signatories in combination with the information obtained in the due diligence process, and make an independent judgment on the information provided by the issuer and the contents disclosed. If there is a significant difference between the judgment made by the underwriting institution and the professional opinions of the securities service institution, the relevant matters shall be investigated and reviewed, and other securities service institutions may be hired to provide professional services.

For the contents of the issuer's application documents and bond issuance documents that are not supported by the professional opinions of the securities service institutions and their signatories, the underwriting institution shall obtain reasonable due diligence evidence, make independent judgments on the information provided by the issuer and the contents disclosed on the basis of comprehensive analysis of various evidences, and have reasonable reasons to believe that the judgments made are not substantially different from the contents of the issuer's application documents and bond issuance documents.

Chapter III Promotion

Article 13 An underwriting institution may conduct roadshow promotion with the issuer through legal and compliant means such as on-site, telephone and internet.

If roadshows are conducted in an open way, the time, place and method of participation shall be disclosed in advance. When publicizing public roadshows through the Internet, investors' questions related to this offering shall not be blocked.

It is not allowed to publicize the non-public issuance of corporate bonds in an open or disguised way.

Article 14 Underwriting institutions and issuers shall not exaggerate publicity in the promotion process, induce or mislead investors by false advertisements or other improper means, and shall not disclose other information of the issuer except the prospectus.

Article 15 An underwriting institution shall not distribute gifts, cash gifts, gift certificates, etc. in disguised form. No gifts, cash gifts, gift certificates, etc. may be accepted by investors themselves or with the issuer and all parties involved in this offering. From investors. Investors shall not be induced by other interest arrangements and shall not make any improper commitments to investors.

Chapter IV Pricing and Placement

Section 1 General requirements

Article 16 An underwriting institution shall establish a collective decision-making system to make decisions on important links such as the pricing and placement of corporate bonds, and the number of people involved in the decision-making shall not be less than three. The internal supervision department should participate in the decision-making process and confirm it.

Article 17 An underwriting institution shall establish and improve the investor suitability management system for corporate bonds according to the investor suitability system stipulated by the China Securities Regulatory Commission and self-regulatory organizations.

Article 18 An underwriting institution shall effectively isolate underwriting and investment transactions, and set up a firewall in terms of office space, business personnel, business processes and document circulation.

Article 19 Where corporate bonds are publicly issued, the underwriting institution and the issuer shall hire a law firm to witness the issuance process, the placing behavior, the qualifications of investors participating in the subscription, the allocation of funds and other matters, and issue special legal opinions.

Article 20 Underwriting institutions and issuers shall not manipulate the issue price or operate in a black-box manner. Do not seek illegitimate interests or transfer interests to other relevant stakeholders through entrustment or trust; Not directly or through its stakeholders to provide financial assistance to investors participating in the subscription; There shall be no other acts that violate fair competition and disrupt market order.

Section 2 Pricing and Placement of Public Offerings

Article 21 The price or interest rate of publicly issued corporate bonds shall be determined by market-oriented methods such as inquiry or public bidding.

If inquiry is adopted, the underwriting institution and the issuer will make inquiry, negotiate to determine the issue price or interest rate range, and determine the final issue price or interest rate through bookkeeping. Bookkeeping filing means that after the underwriting institution and the issuer negotiate to determine the price or interest rate range, they release the issuance documents to the market, and the bookkeeper records the price or interest rate of the corporate bonds subscribed offline and the number of investors' wishes, and follows the principles of fairness, justice and openness, and determines the final issue price or interest rate according to the agreed pricing and placing methods and places them.

Where public bidding is adopted, the underwriting institution and the issuer shall abide by the provisions of the relevant departments on public bidding.

Article 22 The public offering of corporate bonds can adopt the methods of offline inquiry and placement, online pricing and the combination of online and offline. Where there are other provisions in relevant laws, regulations and self-discipline rules, such provisions shall prevail.

Article 23 For the public offering of corporate bonds, the underwriting institution shall negotiate with the issuer to determine the pricing and placement plan for the public offering and make an announcement, and clarify the principles for determining the price or interest rate, the issuance pricing process and the placement rules.

Article 24 An underwriting institution shall urge offline investors to make reasonable quotations in accordance with the principles of independence, objectivity and good faith, and shall not negotiate quotations or deliberately lower or raise prices or interest rates, and strictly fulfill their payment obligations after placing.

Eligible offline investors shall decide whether to make an offer independently, and the underwriting institution shall not refuse it without justifiable reasons.

Article 25 Bookkeeping managers shall follow the principles of fairness, impartiality and openness, and organize placing in strict accordance with the disclosed placing rules.

Bookkeeping managers and their related staff shall not violate fair competition, transfer interests, directly or indirectly seek illegitimate interests or other acts that undermine market order during the placing process.

Bookkeeping managers should do a good job of recording the whole process of bookkeeping and filing, establish a perfect filing system for working papers, and properly keep relevant documents and materials in all aspects of the bookkeeping and filing process, including but not limited to paper documents such as purchase orders, bookkeeping and placement results, and electronic documents such as emails and telephone recordings.

Bookkeeping manager refers to the underwriting institution entrusted by the issuer to be responsible for the specific operation of bookkeeping and filing.

Section 3 Pricing and Placement of Non-public Offerings

Article 26 The pricing and issuance methods of non-public corporate bonds shall be determined by the underwriting institution and the issuer through consultation.

Article 27 Where a non-public offering of corporate bonds is made by bookkeeping, reference shall be made to the relevant provisions of these Standards on bookkeeping and filing of corporate bonds for public offering. Where laws, regulations and relevant rules provide otherwise, such provisions shall prevail.

Article 28 An underwriting institution shall, in accordance with the investor suitability system stipulated by the China Securities Regulatory Commission and the securities self-regulatory organization, understand and evaluate the ability of investors to identify and bear the risks of non-public issuance of corporate bonds, confirm the investors who participate in the subscription of non-public issuance of corporate bonds as qualified investors, and fully disclose the risks.

Non-public issuance of corporate bonds shall be issued to qualified investors, with no more than 200 people per issue.

Chapter V Information Disclosure

Article 29 In the process of underwriting corporate bonds, the underwriting institution shall urge the issuer to fulfill its information disclosure obligations in a timely and fair manner in accordance with relevant regulations, and check the authenticity, accuracy and completeness of the disclosed information.

The underwriting institution shall check the contents of information disclosure to ensure that the information disclosure documents are consistent with the information disclosed by different media within the validity period.

Thirtieth public offering of corporate bonds, the underwriting institution shall urge the issuer to disclose the prospectus in accordance with the provisions.

Article 31 An underwriting institution shall assist the issuer in publishing the information disclosed in the process of public offering on the Internet website of its bond trading place, and at the same time publish the disclosed information or information summary in at least one newspaper designated by the China Securities Regulatory Commission for public inspection.

Thirty-second public offering of corporate bonds, after the issuance application is approved and before the end of the issuance, the underwriting institution shall diligently perform the verification obligations. If an issuer is found to have a major event that may no longer meet the issuance conditions, it shall immediately stop underwriting and urge the issuer to fulfill its reporting obligations in time.

Article 33 In the case of non-public issuance of corporate bonds, the underwriting institution shall urge the issuer to fulfill its information disclosure obligations in accordance with the agreement after the issuance application is approved and before the issuance ends.

Chapter VI Self-discipline Management

Article 34 An underwriting institution engaged in underwriting corporate bonds shall keep confidential the inside information and business secrets it knows, and shall not use the inside information and business secrets to obtain illegitimate interests.

Article 35 An underwriting institution shall cooperate with the entrusted institution to perform the entrusted management duties, actively provide the data, information and related information needed for investigation and understanding, and safeguard the legitimate rights and interests of investors.

Article 36 An underwriting institution shall keep relevant materials in the underwriting process and file them for future reference, so as to truly and comprehensively reflect the whole underwriting process. The preservation time of relevant materials shall not be less than the maturity date of bonds or five years after all principal and interest are paid off.

Relevant materials in the underwriting process include, but are not limited to, relevant documents and materials in various links such as project undertaking, due diligence, internal control, issuance application, promotion, pricing and placement, and information disclosure.

Article 37 The Association may conduct regular or irregular inspections on the underwriting institutions through on-site inspections and off-site inspections, and the underwriting institutions shall cooperate with the Association's inspections, and shall not refuse or delay the provision of relevant information or provide untrue, inaccurate or incomplete information for any reason.

The inspection contents include:

(1) Establish underwriting business system, decision-making mechanism, risk management system and internal control system;

(2) Compliance of project acceptance, issuance application, promotion, pricing and placement;

(3) urging the issuer to fulfill its information disclosure obligations.

(4) Integrity of the archived information;

(5) Other contents deemed necessary by the Association.

Article 38 Where an underwriting institution and its related business personnel violate the provisions of these Standards, the Association shall take self-discipline measures according to the seriousness of the case, and record them in the Association's integrity information management system, and enjoy the information of self-discipline measures with places that provide trading and transfer services for issuing corporate bonds.

Thirty-ninth underwriting institutions and their related business personnel in violation of laws, regulations or the provisions of the relevant competent departments, the association shall be handed over to the CSRC or other competent departments for investigation.

Fortieth found that underwriting institutions and their related business personnel in violation of this specification, you can report or complain to the association.

Chapter VII Supplementary Provisions

Article 41 The Association shall be responsible for the interpretation of these Standards.

Article 42 These Standards shall come into force as of the date of promulgation. The Pilot Measures for Securities Companies to Carry out Underwriting Business for Small and Medium-sized Enterprises in private placement bond (CSRC Permit [20 12] 120) shall be abolished at the same time.