Optimize the transaction mechanism of convertible bonds to improve information disclosure behavior

Reporter Wu Xiaolu Xing Meng

On July 29, the Shanghai and Shenzhen Exchange released the "Implementation Rules for the Exchange of Company Convertible Corporate Bonds on the Shanghai Stock Exchange", "Shenzhen Stock Exchange's Implementation Rules for the Conversion of Corporate Bonds" (hereinafter collectively referred to as "Trading Rules") and "Shanghai Stock Exchange Transaction Guidelines for Self -Regulatory Supervision of Listed Companies No. 12 -Convertible Corporate Bonds "and" Guidelines for Self -Disciplinary Supervision Business of the Shenzhen Stock Exchange Listed Companies of the Stock Exchange — Convertible Corporate Bonds "(hereinafter collectively referred to as" Guidelines for Self -Regulatory Supervision ").

The "Trading Rules" based on the characteristics of convertible bonds, optimize the transaction mechanism, strengthen transaction supervision, and strengthen risk prevention and control on the basis of giving a reasonable pricing space for convertible bonds, which will help prevent excessive speculation and promote the healthy and long -term development of the convertible bond market.

Judging from the content released by the two exchanges, it mainly includes the following aspects: First, the first day of the listing price of no more than 57.3%and a decline of no more than 43.3%from the issue price, retaining 20%and 30% The temporary suspension mechanism of the two sections will implement a 20%rising and down reduction restrictions from the next day. The second is to increase the standards of abnormal fluctuations and severe abnormal fluctuations. Combined with the adjustment of ups and downs, the price of abnormal fluctuations and serious fluctuations in convertible bond prices is added. At the same time, it is stipulated that the exchange can disclose an abnormal fluctuation announcement or suspension of the trading check according to the degree of fluctuations and regulatory needs of convertible bonds. The third is to strengthen trading supervision. According to the characteristics of the convertible bond transaction mechanism and the need for preventing and controlling hype, increase the types of abnormal transaction behavior, and further clarify the regulatory requirements. The fourth is to add special signs. Increase the "Z" logo in front of the securities abbreviation of the final trading day of convertible bonds, fully remind investors 'risks, and effectively protect investors' legitimate rights and interests. Fifth, related expressions are adjusted according to bond transaction rules, such as "bidding transactions" to "match transactions".

"Self -Regulatory Guidelines" adheres to information disclosure as the core, and further improves business and information disclosure behaviors such as listing and listing, conversion, redemption, and return on the listing of convertible bonds, and conducts targeted new situations and new problems in practice. Systemic norms, multiple measures to protect the interests of investors.

Judging from the content released by the Shanghai -Shenzhen Exchange, it mainly includes: strengthening information disclosure requirements. It is stipulated that the company pre -discloses the five trading days that expect to trigger the redemption or conversion price correction conditions, and convene a board of directors on the day of triggering the day to respond to whether to redeem or revise the conversion price. Those who fail to fulfill the review procedures and disclosure obligations in accordance with regulations shall be deemed that they will not exercise the right to redemption or do not correct the conversion price to clarify investor expectations; optimize the period of redemption and return to the implementation period. The limited return business preparation time does not exceed 15 trading days, accelerating the return of investors' funds. After the company decides to redeem enough time for investor transactions and rectums, and leave 3 trading days after the convertible bonds stop transaction, investors continue to switch to the stock transfer to help investors reduce unnecessary losses. In addition, the "Self -Regulatory Guidelines" continued to retain the relevant provisions of the original orientation convertible bonds, and made corresponding institutional arrangements in strict short -term transaction supervision, compacting intermediary liability, and strengthening risk prompts.

The Shanghai Stock Exchange simultaneously revised the relevant announcement format of the motherboard and the science and technology board convertible bonds, and added an announcement format such as abnormal fluctuations and severe abnormal fluctuations of convertible bond transactions to guide listed companies to accurately understand the application of convertible bond business rules, standardize the establishment of related preparations related to preparation Announcement, improve the pertinence and effectiveness of the disclosure of the information related to convertible bonds. The Shenzhen Stock Exchange simultaneously revised the guidelines and announcement formats related to convertible bonds, and announced the announcement format of new convertible bond transactions abnormal fluctuations and serious abnormal fluctuations to improve the operable and related information disclosure of the convertible bond business processing Target, validity, and supporting the necessary terms of the relevant risks of the relevant risks to strengthen the revelation of risks.

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