Gem-Listed Companies Issuing Interim Measures For The Management Of

Original Language Title: 创业板上市公司证券发行管理暂行办法

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now

Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201503/20150300398643.shtml

Gem-listed companies issuing interim measures for the management of

    (May 14, 2014, China Securities Regulatory Commission, the 100th release come into force on the date of promulgation) Chapter I General provisions

    First in order to regulate the companies listed on the gem (hereinafter referred to as the listed company) security issue, protecting the legitimate rights and interests of investors and the public interest, pursuant to the Securities Act, the company law these measures are formulated.

Article listed companies seeking to invest in securities issued in the territory, these measures shall apply.

The securities mentioned in these measures, refer to the following securities:

(A) Equities;

(B) the convertible bonds;

    (C) the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) recognized by other varieties.

    Article listed companies to issue securities, non-public offering of a specific object, or non-public offerings to a specific object.

Fourth listed company issuing securities, must be true, accurate, complete, timely and fair disclosure or provision of information, without any false record, misleading statement or material omission.

    Information disclosure of listed companies, as the first responsible persons shall be promptly provided to the sponsors, the securities services is true, accurate and complete financial and accounting information and other information, cooperate fully with the sponsors, the securities service institutions to carry out due diligence.

    Fifth article sponsor people should strictly perform statutory duties, comply with business rules and industry specification, on sponsor of listed company of application file and securities service institutions issued of professional views for carefully verification, steering listed company specification operation, on listed company whether has continued profit capacity, and whether meet issued conditions made professional judge, and ensure by issued of issued sponsor book and listed company of application file real, and accurate, and full, and timely.

    Article sixth for securities offering documents issued by security services and personnel shall strictly perform their statutory duties, comply with the operational standards and norms of practice in the industry, relevant business of the listed company for verification and validation, ensure that the certificate issued by the professional file truthful, accurate, complete and timely.

    Seventh listed company investor protection mechanisms should be established, and optimize return on investment mechanisms, protection of investors rights such as the right to know and the right to participate in, protecting the legitimate rights and interests of investors, especially small investors. Article eighth approved by the China Securities Regulatory Commission on securities of listed companies, does not show that its investment in the securities value or profit for the investor's substantive judgement or guarantee.

    Investors should independently determine the investment value of listed companies and make investment decisions themselves caused by changes in listed companies and benefits of investment risk.

    Chapter II requirements for issuing securities

    Section I General provisions

Nineth securities issued by listed companies shall meet the conditions of the Securities Act, and comply with the following requirements:

(A) the profits the last two years, net non-recurring profit and loss before or after deduction of profit is calculated on the basis of the lower; (B) the basic work of accounting norms and operating results.

Sound and effective implementation of the internal control system, can reasonably ensure the reliability of financial reporting, production and operation of legitimacy, and the efficiency and effectiveness of operations;

(C) the last two years in accordance with the articles of Association of listed companies implementing cash dividends;

(D) financial statements for the last three years and the first phase has not been certified public accountant issued negative opinions or unable to express a view audit reports were certified public accountants to issue reservations or take things to emphasize the unqualified audit report, matters covered by the listed companies have no significant adverse effects or significant adverse effects have been removed prior to release;

(E) a recent final debt to asset ratio is higher than 45%, but excluding non-public offering of shares of listed companies; (F) the listed company and controlling shareholder or actual control of personnel, assets and finances separate, independent agencies, business, self management.

    Listed companies there is no violation in the last 12 months providing security or money is the controlling shareholder, actual control and the control of other companies to borrow money, compensation liabilities, advances by, or otherwise occupied.

Tenth listed company of one of the following circumstances exists shall not issue:

(A) the issuance application file any false record, misleading statements or material omissions;

(B) fails to perform within the last 12 months made public commitments to investors;

(C) within the last 36 months for violation of the laws and administrative regulations and rules subject to administrative penalties and the circumstances are serious, or be subject to criminal punishment, or for violation of the securities laws and administrative rules and regulations by the China Securities Regulatory Commission's administrative penalties; publicly condemned by the stock exchange in the last 12 months; for alleged crimes by judicial organs investigation or suspected violation investigation by China Securities Regulatory Commission;

(D) the listed company's controlling shareholder or the actual controller within the last 12 months for violating securities laws, administrative regulations, rules, administrative punishment by the China Securities Regulatory Commission, or be subject to criminal punishment;

(E) the directors, supervisors and senior managers violating the company law 147th, 148th acts provided for in article, or within the last 36 months by the China Securities Regulatory Commission administrative penalty, publicly condemned by the stock exchange in the last 12 months; for alleged crimes by judicial organs investigation or suspected violation investigation by China Securities Regulatory Commission;

    (F) serious damage to the legitimate rights and interests of investors and the public interest in other circumstances.

11th capital raised by a listed company shall comply with the following requirements:

(A) the previous offering money after use, and using the progress and effect is consistent with the disclosure;

(B) the purpose to raise funds in line with State industrial policies and the provisions of laws and administrative regulations;

(C) apart from the financial companies, the proceeds must not be held for trading financial assets available-for-sale financial assets, lends, entrusting financial investments shall not directly or indirectly invest in the trading of securities as the main business of the company;

    (D) the investment to raise funds after the implementation, not with the controlling shareholder, actual control of competition or influence the independence of the company.

    Second public offering

12th shares to the shareholders (hereinafter referred to as the rights issue), except as provided in section I of this chapter, but should also meet the following requirements:

(A) proposed placing of shares total number does not exceed the allotment of shares share capital 30%;

(B) the shareholder shall, prior to the general meeting of shareholders pledged to identify the number of distribution shares;

(C) the consignment issued under the securities law.

    Does not fulfil the commitments recognized distribution of shares of controlling shareholders or sell the expiry, quantity does not meet the proposed placement of the original shareholder stock subscription number 70%, listed companies should be in accordance with the price and adding interest on bank deposits return sale by shareholders.

13th public share offer to a specific object (hereinafter referred to as SEO), except as provided in section I of this chapter, but should also meet the following requirements:

(A) apart from the financial companies, and a recent final does not hold a large amount of trading financial assets available-for-sale financial assets, lends funds, trust management, and other financial investments;

    (B) the issue price is not lower than 20 before the announcement offering a letter of intent day or previous day stock price.

    Section III non-public offering

Article 14th non-public offering of shares in listed companies outside except as provided in section I of this chapter, shall comply with the provisions of this section.

    Non-public offering of shares referred to in the preceding paragraph, refers to the use of publicly listed companies, issuing shares to a specific object.

15th article non-public offering of shares of a specific object must comply with the following requirements:

(A) specific objects in accordance with the conditions prescribed by resolution of shareholders;

(B) the issue of not more than five.

    Issue for the foreign strategic investors, shall comply with the relevant provisions of the State.

16th non-public offering of shares of listed companies to determine the issue price and the holding period shall conform to the following provisions:

(A) the issue price is not less than one day before the first day of issue of the company's stock price, the issued shares from the date of completion of the issuance may be traded;

(B) the issue price is lower than 20 trading days before the first day of issue stock price but not less than 90%, or offering price is lower than the stock one day before the first day of issue price but not less than 90%, this release within 12 months from the closing date of the issue of shares shall not be traded;

(C) controlling shareholders and actual controllers of listed companies or its controlled affiliates and domestic and foreign strategic investors introduced by the Board of Directors, not lower than the resolutions of the Board of Directors of the private placement shares before 20 day or previous day stock price 90% call, issued this time within 36 months from the closing date of the issue of shares may not be traded.

    Non-public offering of shares in listed companies would lead to changes in controlling rights of listed companies, should also be consistent with the other provisions of the China Securities Regulatory Commission.

    Article 17th non-public offering of shares of listed companies to raise funds for mergers and acquisitions, exempt from the application of this article Nineth part (a) of rule.

    Fourth issue of convertible bonds

18th public issuance of convertible bonds of listed companies, in addition shall comply with the requirements of the Securities Act and shall comply with section I of this chapter and the provisions of this section.

    Convertible bonds referred to in the preceding paragraph, refers to listed companies issued according to law, during a certain period according to the agreed conditions of bonds can be converted into shares of the company.

    Article 19th convertible company bonds a minimum period of one year.

Article 20th convertible bonds each with a face value of 100 Yuan.

    Conversion rates on corporate bonds by listed companies determined in consultation with the underwriter, but must comply with the relevant provisions of the State.

21st public issuance of convertible corporate bonds, credit rating agencies shall entrust a qualified credit rating and track rating.

    Credit rating agency announcement track rating reports at least once a year.

    22nd listed companies should be in convertible bonds, completed within five working days after the expiry of balance of the bond principal and interest.
23rd public issuance of convertible bonds shall stipulate the ways to protect rights of the bond holders, as well as the rights of bondholders meeting, procedures and conditions for the entry into force of the resolution.

One of the following matters, shall convene a meeting of bond holders:

(A) intends to change conventions of the prospectus;

(B) the listed company fails to pay principal and interest;

(C) the listed company's capital reduction, merger, Division, dissolution or bankruptcy;

(D) a guarantor or significant changes in the collateral;

    (E) other matters affecting the major interests of the bondholders.

Article 24th since the completion of the issuance of convertible bonds six months after the date can be converted to shares, convertible corporate bonds into shares by the company under the term of duration and determination of the company's financial position.

    Bondholders not conversion to convert stock or stock options, equity-and the next day as a public company shareholders.

25th the conversion price shall be announced not less than the prospectus before 20 days and the stock price of the previous trading day.

    Conversion price referred to in the preceding paragraph refers to the conversion of convertible bonds prospectus prior agreement the price paid for each share.

    Article 26th prospectus may agree to call provisions, listed companies according to the prior agreement of the conditions and price have not been conversion of convertible bonds.

27th prospectus may agree to sell back clauses requiring bondholders to agreed conditions and prices to sell bonds back to listed companies.

    Prospectus should be agreed, change announcements of listed companies to raise funds, giving bondholders a right back. 28th prospectus shall stipulate the principle and way of adjustment of conversion price.

    After the issuance of convertible debentures, due to rights issues, dividend, dividends, Division and other causes changes in the shares of listed companies, should also adjust the conversion price.

Article 29th of prospectus amendments agreed to the conversion price down, should agree to both: (A) the conversion price correction scheme shall be submitted to the general meeting of the company to vote, and subject to two-thirds per cent of the votes held by shareholders attending the meeting agreed.

Shareholders ' vote, holders of convertible bonds of the company shareholders should be avoided;

    (B) revised conversion price is not lower than the general meeting provided for in the preceding paragraph before 20 days and the stock price of the previous trading day.

    Chapter III issuance procedure

Article 30th application for issuing securities of listed companies, the Board of Directors shall by law resolutions for the following and drew attention to the approval of the general meeting of shareholders:

(A) of the Securities issue programme;

(B) the issuing programme analysis report;

(C) the proceeds of a feasibility report;

(Iv) other matters must be clarified. Board of Directors in the preparation of this release programme analysis report, the listed companies should be combined with industry and stage of development, financial planning, financial condition, capital requirements and situation analysis, specific opinion of the independent directors should be.

Analysis report includes at least the following:

(A) the issue of securities and the need for species selection;

(B) the targeted number of selections, and the adequacy of standards;

(C) the pricing principle, the Foundation and the rationality of the methods and procedures;

(D) the feasibility of this issue;

(E) the issuance of fairness and rationality;

    (Vi) the distribution to the original shareholders ' equity or the thin sight back to the newsstands of the effects as well as specific measures to fill.

Shares in the 31st general meeting of shareholders decides, shall include at least the following:

(A) the type and quantity of issued securities;

(B) issuing mode, release the object and to the shareholders of the arrangement;

(C) the price or price range;

(D) Fund-raising purposes;

(V) validity of the resolution;

(Vi) on board to handle the issues of specific authorization;

    (G) other matters must be clarified.

Article 32nd shareholders ' decision on the issuance of convertible debentures, shall include at least the following:

(A) the matters specified in this article 31st;

(B) bonds;

(C) bonds;

(D) terms of sale;

(E) repayment term and mode;

(F) the conversion period;

    (G) the conversion price determined and corrected. Article 33rd general meeting resolution on issuance of securities matters, must be approved by more than two-thirds of the votes held by shareholders attending the meeting by retail investors vote should be a separate vote-counting.

Specific to the company's shareholders and its associated persons of securities issued, when shareholders vote on the proposal, affiliated shareholders should be avoided.

    Convening of the general meeting of shareholders in listed companies issuing securities matters should be provided with Internet voting, the company can also facilitate other ways for shareholders to participate in general meeting of shareholders.

34th annual general meeting of shareholders of listed companies according to the articles of Association of the company, authorized the Board to decide at the end of a recent private placement financing not exceeding a total of 10% shares of net assets, the failure of mandate at the next annual general meeting.

    Annual general meeting of shareholders of listed companies to the Board of Directors authorized in the preceding paragraph shall, in accordance with the provisions of this article 31st related resolutions adopted, as a prerequisite for the exercise of the authority of the Board of Directors.

Article 35th of listed companies to apply for issuance of securities, should be determined by sponsor, sponsor, but according to the 37th article of these measures apply summary procedure and in accordance with the measures taken 40th article itself except for sale.

    Sponsor or listed companies shall, in accordance with relevant regulations of the China Securities Regulatory Commission prepare and submit applications for issuance of documents.

36th CSRC audit of securities issued in accordance with the following procedures apply:

(A) upon receipt of the application documents, five working days to decide whether to accept;

(B) the China Securities Regulatory Commission accepted, the application file at first instance;

(C) the gem issuance examination Committee on the examination of the application documents;

    (D) the decisions approved by the China Securities Regulatory Commission approved or not.

37th applied for private placement of listed companies stock financing of not more than RMB 50 million Yuan and no more than a recent year-end net assets of 10%, the China Securities Regulatory Commission apply summary procedure, but non-public offering of shares of listed companies within the last 12 months exceeded the total financing except as a year-end net assets of 10%.

    Summary procedure provided for in the preceding paragraph, the China Securities Regulatory Commission within 15 working days from the receipt of approval or disapproval decision. Article 38th listed companies shall be approved by the China Securities Regulatory Commission within six months from the date of issue of securities.

    Unreleased for more than six months, authorization failure, and approved by the China Securities Regulatory Commission has to be replaced before the release. Significant matters in the 39th before securities issued by listed companies, should efforts to issue, and to promptly report to the CSRC.

    Material impact on the matter on the condition of this release, application for issuance of securities must again be approved by the China Securities Regulatory Commission for approval. 40th listed company issuing securities to the public shall be underwritten by the securities firm.

Non-public offering of shares in accordance with one of the following situations, by the listed company's own sales:

(A) issue for the original top ten shareholders;

(B) issue for the controlling shareholder, actual control or the control of related party;

(C) issue for the public company directors, supervisors and senior managers or employees;

(D) the Board consideration of the Bill has identified domestic and foreign strategic investors or any other issue;

(E) other circumstances recognized by the China Securities Regulatory Commission.

    Listing of the company's own sales, should be identified in the resolutions of the Board targeted at the auction and shall not be used to determine the issue price.

    41st securities issuance application has not been approved by the company, since the China Securities Regulatory Commission after six months from the date of the decision that are not approved, can once again apply for securities issued.

    The fourth chapter information disclosure

    42nd securities issued by listed companies, should investors demand-oriented and in accordance with the prescribed procedure, content and format of the CSRC, preparation of information disclosure by public-offering prospectus or other document, perform his duty to disclose the information.

Article 43rd listed companies should ensure investors timely, full and fair access to the statutory disclosure information, information disclosure documents using text should be simple, practical, clear and understandable, facilitate small and medium investors read.

    The minimum content is prescribed by the CSRC information disclosure requirements on investors ' investment decisions have a major impact on information, listed companies should be fully disclosed.

44th issue of the motion after a vote by the Board, shall, within two working days report Stock Exchange notice convening notice of the general meeting of shareholders.

    Use the raised funds to acquire assets or equity, shall be announced at the shareholders ' meeting to inform at the same time, disclosure of the assets or ownership of General information, prices, pricing basis and associated with the company or any other person interested. Article 45th General meeting of shareholders passed a motion of this issue within two working days of the date, the listed companies should disclose the resolutions of the general meeting of shareholders.

    Resolutions of the general meeting of shareholders should include small and medium investors in separate votes.

46th after applications for issuance of a listed company, one of the following situations occurs, it should be on the next working day shall be published:

(A) received the CSRC inadmissible or terminate the review decision;

(B) received are not approved or the approval of China Securities Regulatory Commission decision;

    (C) the listed companies withdrawing applications for issuance of securities.

47th listed company directors, supervisors, senior management should issue public securities prospectus, securities issue and sign a disclosure document to ensure there are no false record, misleading statement or material omission, and take individual and joint and several liability.

Sponsor and sponsor representative should declare its sponsored listed company information disclosure by public-offering prospectus, securities issuance the authenticity of the documents, accuracy, completeness and timeliness of responsibility.

    For securities offering documents issued by the security services and personnel should be issued statements on the authenticity of the documents, accuracy, completeness and timeliness of responsibility.
48th information disclosure by public-offering prospectus, securities file referenced by the audit report, profit forecasts, auditing reports, appraisal reports, credit rating reports, issued by the security services should be performed by a qualified, and signed by at least two qualified personnel.

Information disclosure by public-offering prospectus, securities issued legal opinion as referenced in document shall be issued by the law firm, and signed by at least two lawyers in charge.

49th public-offering prospectus effective within six months from the date of signing.

    Information disclosure by public-offering prospectus, securities file may not use expired asset appraisal report or credit rating report.

    50th listed company in a public offering of securities within two to five working days before, should be approved by the China Securities Regulatory Commission issued the securities prospectus posted on the China Securities Regulatory Commission to specify Internet sites, and maintain in places designated by the CSRC, is available for public inspection.

    51st in non-listed company within two business days after the public offering of securities, issue report should be published in Internet sites designated by the CSRC, and provisioning in the place designated by the CSRC, is available for public inspection.

    52nd listed company can issue public securities prospectus, issue report published in other websites, but not earlier than in accordance with this article 50th, 51st time to require the disclosure of information.

    Fifth chapter supervision and penalties

    53rd listed company in violation of the rules, the China Securities Regulatory Commission may be ordered to correct; directly responsible to the person in charge and other direct liable persons, can take regulatory talks, found to be not fit and proper regulatory measures such as, credited to the credit file and published.

    54th listed company and its Director is directly responsible for personnel and other persons directly responsible for violation of laws, administrative regulations, or the rules, administrative penalty according to law, and punished in accordance with relevant provisions; a suspected crime, transferred to the judicial organs according to law, investigation of his criminal responsibility.

55th since the application documents the date of acceptance, and its controlling shareholders and actual controllers of listed companies, directors, supervisors and senior management staff, and sponsors, the securities services and related personnel that the application documents the authenticity, accuracy, completeness, timeliness, bear the corresponding legal responsibility.

    Listed companies to submit information that is recorded in the application file self-contradiction, or in respect of the same facts there are different, and there is a substantive difference before and after, will terminate the review and confirmation of the CSRC within 12 months from the date of request for issuing of the relevant sponsor representative recommended was inadmissible.

    56th listed company the application document submitted any false record, misleading statement or material omission, the China Securities Regulatory Commission will terminate within 36 months from the date of review and confirmation does not accept an application for the issuance of securities of a listed company, and punished in accordance with the relevant provisions of the securities laws; investors suffered losses in securities transactions, shall be liable.

    57th listed companies to issue securities in the process of decision-making, application, distribution, illegal to others not yet publicly disclosed information, the China Securities Regulatory Commission may be directly in charge of personnel and other persons directly responsible for monitoring conversations, found to be not fit and proper regulatory measures such as, and in accordance with the relevant provisions of the securities law penalties or pursue related responsibilities.

Article 58th of listed companies to disclose earnings forecasts, profit does not meet the profit forecasts of a 80%, except for force majeure, its legal representative, in charge of Finance shall, in General and designated by the CSRC website, offer an open explanation and apology on the press serious, warning by the CSRC and other administrative penalties.

Profit does not meet the profit forecasts of a 50%, except for force majeure, the CSRC also can be within 36 months since the date of its confirmation does not accept an application for the issuance of securities of a listed company.

    Audit reports issued by the CPA for the earnings forecast is not in the process of due diligence, and depending on the seriousness of the CSRC, the related institutions and persons taking regulatory measures regulatory talks entered into a credit file and publish serious, administrative punishment such as warning.

    59th listed company in violation of these regulations section 11th (c) and (d) provision, the China Securities Regulatory Commission may be ordered to correct serious, within 36 months since the date of its confirmation does not accept an application for the issuance of securities of the company.

60th a listed company and its directors, senior management and the controlling shareholders and actual controllers and their associated control made by the party in breach of and issuing relevant agreement or commitment of listed companies, China's securities and Futures Commission can take regulatory talks, ordered a public description, shall be ordered to correct, found to be not fit and proper regulatory measures.

    Listed company's controlling shareholder or the actual controller failure within the last 12 months holding public commitment of intent shall not participate in the securities issued by listed companies.

    61st sponsor to produce any false record, misleading statements or material omissions of the sponsor, the China Securities Regulatory Commission may be ordered to correct, and in accordance with the relevant provisions of the securities law and the sponsor system for processing; cause investors to suffer losses, shall be liable.

    62nd sponsors to improperly interfere with the China Securities Regulatory Commission and the issuance examination Committee of the gem review, sponsor or its associated signature officer signature, stamp was forged or altered, or fail to fulfil other statutory duties in accordance with the relevant provisions of the securities law and the sponsor system.

    63rd article for securities issued issued audit report, and legal views, and assets assessment report, and funding letter rating report and the other special file of securities service institutions and personnel, in its issued of special file in the exists false records, and misleading sex statement or major missed, China SFC since confirmed of day up 12 months within not accept related institutions issued of securities issued special file, 36 months within not accept related personnel issued of securities issued special file; led investors suffered loss of, should law bear compensation responsibility.

    64th underwriter in underwritten private placement of securities, securities placement does not comply with the provisions of article 15th object, the China Securities Regulatory Commission may be ordered to correct serious, from the date of confirmation not accepted within 36 months of their participation in securities underwriting.

    When the 65th in a non-public offering of new shares of listed companies, violated the provisions of article 40th, the China Securities Regulatory Commission may be ordered to correct serious, within 36 months since the date of its confirmation does not accept an application for the issuance of securities of a listed company.

    66th article of the rules break the rules for a particular object, term is not full of unauthorized transfers of restricted stock, the China Securities Regulatory Commission may be ordered to correct serious, within 12 months from the date of its confirmation subscribe for securities shall not be used as a specific object.

    The sixth chapter supplementary articles

    67th listed companies issued securities as incentives to employees of ways, listed companies issue preferred stock approach otherwise prescribed by laws and regulations, to apply its provisions. 68th in these measures come into force on the date of promulgation.