Administrative Measures On Securities Issuance And Underwriting

Original Language Title: 证券发行与承销管理办法

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/201503/20150300398636.shtml

Administrative measures on securities issuance and underwriting

    (December 13, 2013, China Securities Regulatory Commission to 95th released since December 13, 2013) Chapter I General provisions

    First to standardize the securities issuance and underwriting, and protect the legitimate rights and interests of investors, under the Securities Act and to the Act, these measures are formulated.

Article issuers issue stock or convertible bonds in the territory (hereinafter securities), securities domestic underwriting securities and investors of securities issued, these measures shall apply.

    Initial public stock offering public sale of its shares of the shareholders of the company (hereinafter referred to as old stock transfers), should also be in line with the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) regulations. Article III of the CSRC monitor administration of securities issuance and underwriting practices. Stock exchanges, securities registration and clearing institutions and Securities Association of China should develop the relevant business rules (hereinafter rules), specification of securities issuance and underwriting.

Securities firms underwriting the securities, should be based on this approach as well as the China Securities Regulatory Commission on risk control and internal control regulations and stringent risk management system and internal control system, strengthening the management of pricing and placement process, implement underwriting responsibilities.

    For securities issued by the relevant securities services and personnel files shall be in accordance with generally accepted business standards and ethics of the industry, strict compliance with statutory duties, issued its liable for the authenticity, accuracy and completeness of the file.

    Chapter II pricing and placement Article fourth initial public offering of stock, you can make inquiries at net investor determine the price of shares in the manner, or by issuers direct consultation with the underwriter independent pricing and other legally feasible to determine the issue price. Letter of intent for the issuer and underwriter should be offering (or prospectus, the same below) and the pricing of the shares disclosed in the release notes.

    Pricing of listed companies to issue securities, shall comply with the relevant regulations of the China Securities Regulatory Commission on securities issued by listed companies. Article fifth pricing of initial public offering using inquiry methods, eligible under the network of institutional and individual investors will be free to decide whether to offer underwriters may not refuse without good reason.

NET investors should follow the principles of independence, objectivity, integrity and reasonable quotation, consultation shall not offer or artificially push up prices. NET investor quotes should be included per-share price and the price corresponds to the intention to purchase shares. Offers more than one individual investors, the underwriter shall, in accordance with the relevant rules in the release announcement to its highest bid and lowest price spread limit.

    Initial public offering of stock price (or price range) determined after the effective offer investors may participate in the purchase. Sixth article for initial public offerings by mode of inquiry, after investors under the net price, the issuer and underwriter should be removed to be the highest part of the total purchase, excluding all parts shall not be less than 10% of total net investors who plan to purchase, and then given the remaining quotes and purchase number negotiated price.

Removed parts shall not participate in the net purchase. Issuer and underwriter shall reasonably determine offers investors effectively excluding top offers section.

Public issued stock number in 400 million unit (containing) following of, effective quotes investors of number many Yu 10 home, not than 20 home; public issued stock number in 400 million unit above of, effective quotes investors of number many Yu 20 home, not than 40 home; public issued stock funding total number huge of, effective quotes investors number can appropriate increased, but shall not than 60 home.

    After eliminating top offers section offers investors effectively enough, issued shall be suspended.

    Article seventh for an initial public stock offering, the issuer and the underwriter can independently negotiated participation in offline inquiries investor conditions, effective offer principles and placement, placement, and according to predetermined principles of placing select placements of investors under the effective purchasing network stock object. Under article eighth participation in initial public offering NET offers and purchase of investor should invest in stocks can be made according to law.

Institutional investors should be established according to law and to have a good credit record, individual investors should have at least 5 years of investment experience.

    Issuers and underwriters to investors under the network of qualifications, study ability and ability to take risks in specific conditions, and disclosed in advance in the release. Nineth total 400 million shares after the initial public offering of shares (including) the following, under the initial release no less than the number of secondary public offering of 60%; the total issued share capital of more than 400 million shares, issued no less than the net initial public stock number 70%. Among them, should not fall below the net shares 40% preferred to the securities investment funds established by public means (hereinafter public fund) and social security funds managed by the social security fund investment manager (hereinafter referred to as the Fund) placing.

Public fund and pension fund effective purchase less than 40%, the issuer and the underwriter may refer to other qualified investors under the net.

Arrangement of the placing shares to strategic investors, it should be after deducting the part to strategic investors determine the net proportion of online distribution.

    NET investor and issuer and underwriter independent network placing shares at the holding period under conventions and public disclosure.

Article tenth investors under the initial public offering net purchase quantity less than under the initial circulation, the issuer and the underwriter may not be offline part back to the Internet, issued shall be suspended.

Effective online investors purchase multiples more than 50 times, less than 100 times times (inclusive) should be from offline to online callback callback number for the public offering of 20%; online investors effective purchasing multiples of more than 100 times, callback number for the public offering of 40%.

Initial circulation of the insufficient number of online investors to purchase online and can be allocated to investors under the net. Subject to article sixth and stop issuing case specified in the first paragraph of this article, the issuer and the underwriter may agree to suspend the release of other circumstances and prior disclosure.

    After the issuance of the suspension, during the period of approval documents, filed to the CSRC, to restart the issue. 11th public stock for the first time, hold a certain amount of non-restricted shares that investors can participate in the online purchase. Online placing should consider holding non-restricted shares at the market value and the purchase money.

    Using the online subscription and placement of other means, shall conform to the relevant regulations of the China Securities Regulatory Commission. 12th IPO stocks offline a voice online distribution at the same time, involved in the purchase of offline and online investors should be in full payment of the purchase money.

Investors should make their own choice to participate in offline or online distribution, is prohibited from participation. Shareholders of old stock transfers to be carried out by the issuer, the issuer and the underwriter in front of the net online purchase should be consulted to determine the issue price, release number, and number of old shares. No old stock transfer plan, issuers and underwriters to online inquiry below to determine the issue price or price range.

    Online announcements only when investors purchase price range, does not determine the issue price, the underwriter shall arrange to investors by purchase price range ceiling, as the final issue price is lower than the price range limit, post some investors shall be returned without delay. 13th shares in more than 400 million shares of initial public offerings, placing shares to strategic investors.

Issuer shall sign placement agreement with strategic investors in advance.

The issuer and the underwriter should be disclosed in the release strategy investors choose standards, placing shares to strategic investors, total quantity, in proportion to the shares and holding period.

    Inquiry under the strategic investor does not participate in the net, and should undertake to obtain the placing of shares holding period of not less than 12 months, the holding period from the date of this public listing of shares calculation. Article 14th initial public offering of shares in more than 400 million shares, the issuer and the underwriter in the overallotment option in the release scheme.

    Overallotment option implementation should comply with the China Securities Regulatory Commission, the securities exchanges, securities registration and clearing institution and the provisions of the Securities Association of China.

15th when the initial public offering of shares under placing, the issuer and the underwriter may not be placing shares to the following objects:

(A) the issuer and its shareholders and actual controllers, directors, supervisors and senior managers, and other employees; the issuer and its shareholders and actual controllers, directors, supervisors and senior managers can be implemented directly or indirectly control, joint control or significant influence of the company, and the company's controlling shareholders, subsidiaries and controlling shareholders of other subsidiaries;

(Ii) main underwriting business and holding proportion 5% above of shareholders, main underwriting business of Director, and prison thing, and senior management personnel and other employees; main underwriting business and holding proportion 5% above of shareholders, and Director, and prison thing, and senior management personnel can directly or indirect implementation control, and common control or imposed major effect of company, and the company holding shareholders, and holding subsidiary and holding shareholders control of other subsidiary;

(C) Underwriters and their controlling shareholders, directors, supervisors and senior managers, and other employees;

(D) of this section (a), (b), (c) close family members of persons referred to in subparagraphs, including spouses, children and their spouses, parents and spouse's parents, brothers and sisters and their spouses, spouse, siblings, children and spouses of parents;

(E) by improper placement could lead to actions or other legitimate interests of natural persons, legal persons and organizations.

    Subsection (b), (c) the provisions prohibit the placing of objects to manage public funds not subject to the provisions of the preceding paragraph, but should conform to the relevant regulations of the China Securities Regulatory Commission. 16th article sent pedestrian and underwriting business shall not take manipulation issued pricing, and Camera Obscura operation or other has against public, and fair, and just principles of behavior; shall not solicitation network Xia investors raised quotes, shall not interference network Xia investors normal quotes and purchase; shall not to provides overdraft, and rebate or China SFC finds of other not due means induces others purchase stock; shall not to generation holding, and trust holding, way seek not due interests or to other related interests subject conveying interests
And shall not, directly or through its interest in providing financial assistance or compensation to investors who subscribe; not with their own capital or disguised by placing under the own funds to participate in the network.

    17th securities issued by listed companies, profit-sharing programmes, Provident Fund converted into share capital has not yet been submitted to the general meeting of shareholders to vote or by the shareholder vote, but not enforced, upon implementation of the programme should be issued.

    Prior to the implementation of the relevant programme, the underwriter may not underwrite securities issued by listed companies.

Article 18th placing shares to former shareholders in listed companies (hereinafter referred to as the rights issue), shall apply to shareholders registered on shares registered, proportion and placement should be the same.

    Public share offer to a specific object in listed companies (hereinafter referred to as SEO) or issue of convertible bonds, all or part of the priority placement to former shareholders, priority placement should be disclosed in the release notes. 19th issue or issue of convertible bonds by listed companies, underwriters can institutional investors to participate in networks of placing classified for different categories of institutions set different placements of investors, for the same category of institutional investors should be placing in the same proportion.

Underwriter should be clear criteria for classification of the institutional investors in the release notes.

    Main underwriters, institutional investors are not classified, should be established between placement and online distribution in network call-back mechanism, dial-back percentage allocated for the latter should be the same.

    20th of non-public offering of securities of listed companies, issue and the choice of the number shall comply with the regulations issued by the China Securities Regulatory Commission on securities of listed companies.

    Chapter III securities underwriting Article 21st pedestrians and underwriter underwriting agreement shall be signed, in the underwriting agreement defines the rights and obligations of the parties, agreed a clear base of underwriting.

Underwriting, underwriting of responsibilities should be clearly used to sell, it shall issue after the failure of the treatment. Securities issued in accordance with the laws and administrative regulations by the underwriting syndicate, composed of underwriters of syndicate underwriting agreement shall be signed, by the underwriter is responsible for organizing underwriting work. Securities issued by two or more joint lead underwriter of securities companies, all served as underwriter of the securities firms should share lead responsibility to fulfil relevant obligations.

Syndicate made up of more than 3 underwriters, and may have a Deputy underwriter, assist the underwriter organization underwriting activities.

    Syndicate should be according to the underwriting agreement and the provisions of the underwriting agreement to underwrite activities shall not make false underwriting. 22nd securities companies underwriting securities, shall, in accordance with the provisions of securities law in article 28th of underwriting or distribution methods.

    Non-public offering of shares of listed companies are not using their own sales or rights of listed companies should be used to sell. Article 23rd shares to sell, you should release (or invitation) disclosed in the release after the failure of the treatment measures.

    After a failed stock offerings, underwriter shall assist the issuer to issue price and share people adding return of bank deposit interest.

    Before the 24th securities companies underwriting, issuance and underwriting programme should be submitted to the China Securities Regulatory Commission.

25th-related securities during the listed companies to issue securities to stop resumption arrangements shall comply with the relevant rules of the stock exchange.

    Underwriter shall be in accordance with the relevant provisions of huafu subscription funds frozen in time interest. 26th article investors purchase contributions end Hou, issued people and main underwriting business should hired has securities, and futures related business qualification of Accountants firm on purchase and raised funds for validation, and issued inspection funding report; also should hired lawyer firm on network Xia issued process, and placing behavior, and participation pricing and placing of investors qualification conditions and and issued people and underwriting business of associated relationship, and funds allocated, matters for witness, and issued special legal submissions.

    Securities listed in the 10th, underwriter should be verification report, specific legal advice along with underwriting summary report and other papers reported that the China Securities Regulatory Commission.

    The fourth chapter information disclosure Article 27th pedestrians and the underwriter in the release process, should be prepared in accordance with the China Securities Regulatory Commission disclosure, compliance with disclosure obligations.

    Issuers and underwriters in the issue, disclose information shall be true, accurate, complete, timely, and may not have any false record, misleading statement or material omission.

    28th initial public offering application documents after accepting to the issuer to apply for the China Securities Regulatory Commission approved and published prospectus before letters of intent according to law, the issuer and the issue relating to the parties to refrain from any public way or indirect public stock issue-related promotional events, or through other benefit related parties or on whose behalf, including related activities.

Article 29th letter of intent for initial public stock offerings after publication, the issuer and underwriters can be recommend it to investors under the net and inquiry, and to introduce investors to the public through Internet.

    Issuer and underwriter when you introduce investors to the public, the issuer information to public investors and integrity should be aligned with the information provided to investors under the net.

Article 30th pedestrians and underwriter shall not be exaggerated publicity in the referral process, or induced by unfair means such as false advertising, misleading investors, other than offering public information such as letters of intent shall not disclose additional information about the issuer.

    Underwriter shall retain promotion, pricing, placement and other related documents for at least three years in the underwriting process and archived for future reference, introducing promotional material, including road shows live recordings, truthfully and fully reflect the request for quotation, pricing and placement process.

    Article 31st pedestrians and underwriter information disclosed in the release process should be published in at least one newspaper designated by the CSRC, and be published on the Internet site specified by the CSRC, and provisioning in the place designated by the CSRC, is available for public inspection.

    32nd shares not included in the letter of intent with the exception of issuer disclosure issue price, funding amount other than its content and formatting should be consistent with the prospectus and the prospectus shall have the same legal effect.

Article 33rd for initial public offerings of the issuer and underwriter should be publicly disclosed in the offering and underwriting process the following information:

(A) offering letter of intent published first day in issued announcement in the disclosure issued pricing way, and pricing program, and participation network Xia inquiry investors conditions, and stock placing principles, and placing way, and effective quotes of determine way, and suspended issued arrangements, and issued time arrangements and road played promotion related arrangements, information; issued people shareholders intends old unit transfer of, also should disclosure is expected to old unit transfer of number ceiling, old unit transfer shareholders name and the their transfer old unit number, and clear shares issued and old unit transfer number of adjustment mechanism. (Ii) online purchase Qian disclosure each bit network Xia investors of detailed quotes situation, including investors name, and purchase price and the corresponds to of intends purchase number; removed highest quotes about situation; removed highest quotes part Hou network Xia investors quotes of in the bit number and weighted average number and public raised fund quotes of in the bit number and weighted average number; effective quotes and issued price (or issued price interval) of determine process; issued price (or issued price interval) and the corresponds to of earnings; network Xia online of issued way and issued number ; Call-back mechanism; suspended issuing arrangements requisitioning payment requirements. Announcement of old stock transfer programme should also disclose the old shares and issuance of certain number, old shares name of shareholder number of shares and transfer the old and should prompt investors, issuers will not get the funds generated from the transfer of part of the old unit.

Calculated according to the price of the total is expected to raise money than to raise funds this project amounts, should also disclose investment risks. (C) if notice of the issue price (or price range limit) price/earnings ratio above the industry average price-earnings ratio of the secondary market of listed companies, issuers and underwriters should disclose the issue price at the same time, investment risk in special bulletin express the pricing may have overvalued to investors the risk of loss, reminding investors.

Should at least include:

1. comparative analysis of issuers with listed companies in the same industry differences and the impact of this difference on valuation; investors under the attention of the investors ' focus on price and the net differences between quotes.

2. the attention of investors concerned about investment risk, carefully analyzing the reasonableness of pricing, make rational investment decisions.

(Four) in issued results announcement in the disclosure was distribution institutions investors name, and personal investors personal information and each was distribution investors of quotes, and purchase number and was distribution number,, and clear description independent placing of results whether meet prior announced of placing principles; for provides effective quotes but not participation purchase, or actual purchase number obviously less than quotes Shi intends purchase volume of investors should list publicity and focuses on description; issued Hou also should disclosure sponsor costs, and underwriting costs, and other intermediary costs, issued costs information.

    (E) the placing shares to strategic investors, placing in a network should be disclosed in the announcement of a strategic investor name, puts the number and duration of holding, and so on. Article 34th pedestrians and underwriter in the disclosure issue when the price-earnings ratio, should also disclose to issue earnings results. Comparative analysis in industry earnings, shall, according to the China Securities Regulatory Commission guidelines on industrial classification of listed companies in the industry classification standard established by issuer industry belongs, and basis for attribution analysis industry. When there are multiple multiples caliber, it shall be shown the full choice of baseline and shall be in accordance with the principle of prudent, risk-full tips select and disclose the industry average price-earnings ratio.

    Issuers can also disclose the net rate reflect the issuer's industry characteristics of valuation measures.

    Fifth chapter supervision and penalties 35th article sent pedestrian, and securities company, and securities service institutions, and investors and directly is responsible for of competent personnel and other directly responsibility personnel has lost integrity, and violation legal, and administrative regulations or this approach provides of, China SFC can depending on plot weight take ordered corrected, and regulatory talk, and issued warning letter, and ordered public description, and finds for not appropriate candidates, regulatory measures, and remember into integrity archives; law should to administrative punishment of, in accordance with about provides for punishment; suspected crime of, law transferred judicial organ,

Investigation of his criminal responsibility. The China Securities Regulatory Commission and the China Securities Industry Association to promote supervision and inspection, pricing, placing and underwriting process.
Found a violation of relevant rules and regulations of securities companies, Securities Association of China can take self-regulatory measures.

    36th security company unauthorized public distribution of securities, in accordance with section 190th of the Securities Act are punishable.

    Securities firms underwriting the securities referred to in the preceding paragraph, the CSRC may take 12-36 month not to accept its securities underwriting business regulation about the files.

37th article securities company and directly is responsible for of competent personnel and other directly responsibility personnel in underwriting securities process in the, has following behavior one of of, China SFC can take this approach 35th article provides of regulatory measures; plot compared serious of, also can take 3-12 months temporarily not accepted its securities underwriting business about file of regulatory measures; law should to administrative punishment of, in accordance with securities method 191th article of provides be punishment:

(A) the exaggerated publicity or induced by unfair means such as false advertising, misleading investors;

(B) by means of unfair competition to attract underwriting business;

(C) engaged in the practices prohibited by article 16th acts;

(Iv) does not comply with the provisions of article eighth NET investors stock, or 15th prohibits the placing of objects these measures placing stock;

(E) is not in accordance with the means required to disclose relevant documents;

(Vi) not according to prior disclosure of the principles and methods of placing shares or in other cases of acts committed in accordance with the disclosure of documents;

(VII) to provide investors in addition to offering Lois issuer other than publicly available information, such as information;

(H) in accordance with the approach required to retain promotion, pricing, distribution and other related information in the underwriting process;

    (IX) other acts that violate the provisions of the securities underwriting business.

38th issuers and their supervisor directly responsible and other persons directly responsible for one of the following acts, the CSRC may take regulatory measures stipulated in article 35th of the present approach constitutes a violation of the relevant provisions of the securities laws, according to the administrative penalties:

(A) engaged in the practices prohibited by article 16th acts;

(B) exaggerated publicity or induced by unfair means such as false advertising, misleading investors;

(C) to provide investors in addition to offering the issuer of the letter of intent other than publicly available information, such as information;

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

    The sixth chapter supplementary articles 39th other securities issuance and underwriting, mutatis mutandis, to the measures.

    Otherwise specified by the CSRC, from its provisions. 40th these measures come into force on December 13, 2013. Published on September 17, 2006 and on October 11, 2010, amended on May 18, 2012 of the securities issuance and underwriting regulation repealed at the same time.