The two "Pilot Measures" aim to standardize the business of small and medium-sized enterprises in private placement bond, broaden the financing channels of small and medium-sized enterprises and serve the development of the real economy. According to the notice of the Shanghai and Shenzhen Stock Exchanges, during the pilot period, the private placement bond issuers of small and medium-sized enterprises are limited to the small and medium-sized enterprises that meet the requirements of the Notice on Printing and Distributing the Classification Standards for Small and Medium-sized Enterprises (No.300 [201] of the Ministry of Industry and Information Technology) and are not listed on the Shanghai and Shenzhen Stock Exchanges, excluding real estate enterprises and financial enterprises. According to the Shenzhen Stock Exchange, the first batch of SME private debt products is expected to be launched in mid-June.
The two pilot measures are clear. private placement bond refers to corporate bonds issued and transferred by small and medium-sized enterprises in China in a non-public way, and it is agreed to repay the principal and interest within a certain period of time. Private placement bond should be underwritten by a securities company. The total number of private placement bond investors in each period shall not exceed 200. The issue interest rate shall not exceed 3 times the benchmark interest rate of bank loans in the same period, and the term shall be more than one year (inclusive). Two or more issuers may issue private placement bond in a collective manner. On the premise of meeting the requirements, the issuer may provide private placement bond with warrants or convertible terms.
The two pilot measures point out that qualified investors can transfer private placement bond through the integrated electronic platform of fixed income securities of Shanghai Stock Exchange, the integrated agreement trading platform of Shenzhen Stock Exchange or securities companies. Private placement bond is transferred by spot or other means recognized by Shanghai and Shenzhen Stock Exchanges. Transfer by other means shall be reported to the China Securities Regulatory Commission for approval. If the transfer is made through a securities company, the securities company shall report to the exchange after the transfer, and it will take effect after confirmation by the exchange.
According to the "Pilot Measures" of the two institutions, the subscription and transfer of private placement bond shall implement the investor suitability management system, and qualified investors shall sign a risk warning before subscribing or transferring private placement bond for the first time. The Pilot Measures of Shanghai Stock Exchange lists the specific requirements of qualified institutional investors and qualified individual investors. Among them, the conditions for qualified individual investors include: the total assets of various securities accounts, capital accounts and asset management accounts under the personal name are not less than RMB 5 million; Have more than two years experience in securities investment; Understand and accept the risks in private placement bond. Different from the Shanghai Stock Exchange, the requirements for qualified individual investors in the Pilot Measures of Shenzhen Stock Exchange are not clearly listed.
In addition to qualified investors, the two pilot measures show that directors, supervisors, senior managers and shareholders holding more than 5% of the issuer's shares can participate in the subscription and transfer of the company's issuance of private placement bond. Underwriters can participate in the issuance, subscription and transfer of private placement bond.
In terms of protecting investors' rights and interests, the two pilot measures require the issuer to set up a special account for the debt service guarantee fund and establish a debt service guarantee fund mechanism on the basis of drawing lessons from the existing measures for protecting investors' rights and interests such as corporate bond trustee and bondholders' meeting. In the prospectus, it is agreed that the issuer should take measures to limit dividends to ensure the timely payment of private placement bond's principal and interest, and it is promised that profits shall not be distributed in cash when the debt service guarantee fund is not fully withdrawn.
On the same day, the Shenzhen Stock Exchange issued the Guidelines for the Pilot Business of Small and Medium-sized Enterprises in private placement bond, which refined the framework of the Shenzhen Stock Exchange's Pilot Measures, clarified the content and format requirements of registration forms, prospectuses, risk awareness of qualified investors and other materials, and also clarified the channels and procedures for filing, transferring services and information disclosure applications. The filing application is planned to adopt a fully electronic process, and the securities company will handle it through the member business area of Shenzhen Stock Exchange. The filing process is open, and securities companies can check the progress of filing work in real time and realize filing.
Relevant persons said that the introduction of private debt for small and medium-sized enterprises has strengthened the effective connection between direct financing in the securities market and small and medium-sized enterprises, and will provide a new and effective way to solve the financing difficulties of small and medium-sized enterprises, and will also play a positive role in promoting the development of the exchange bond market, which is expected to inject new vitality into capital market innovation.