China Securities Regulatory Commission On The Revision Of The Non-Listed Public Company Supervision And Administrative Policy Decisions (Amended In 2013)

Original Language Title: 中国证券监督管理委员会关于修改《非上市公众公司监督管理办法》的决定(附2013年修正本)

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201503/20150300398634.shtml

China Securities Regulatory Commission on the revision of the non-listed public company supervision and administrative policy decisions (amended in 2013)

(December 26, 2013, China Securities Regulatory Commission announced come into force on the date of promulgation, 96th), the second is revised as follows: "non-listed public company in these measures (hereinafter referred to as the public company) refers to one of the following situations and the Corporation whose shares are not traded on the stock exchange:

"(A) the targeted issuance or transfer of shares shareholders total more than 200 people; "(B) the transfer of public stock.

    ” Second, fourth, revised as follows: "public transfers of shares shall be in the national public company share transfer system for SMEs, public transfers of shares of public companies should register in the China Securities Depository and Clearing Corporation set.

    ”

Third, the addition of an article, as the article fifth: "public companies according to law of equity financing, debt financing, asset restructuring, and so on. "Issuing preferred stock and other securities of a public company shall abide by the laws, administrative regulations, and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) regulations.

    ” Article IV, 21st to 22nd and amended as: "public stock transfer and introduction of public companies should disclose the half-yearly reports and annual reports.

Annual report financial statements shall be certified by a qualified accounting firm audit securities and futures-related business. "Targeted transfer of shares shareholders more than 200 public companies should disclose the annual report. Annual report of the financial report shall be audited by an accounting firm.

    ” Five, and 33rd article to 34th article, modified for: "shareholders number over 200 people of company application its stock public transfer, should according to China SFC about provides making public transfer of application file, application file should including but not limited to: public transfer manual, and lawyer firm issued of legal submissions, and has securities futures related business qualification of Accountants firm issued of audit report, and securities company issued of recommended file.

Company documents to the CSRC for approval. "Open the transfer instructions should be publicly disclosed before the transfer.

    ” Six, 34th to 35th, amended to read: "after the China Securities Regulatory Commission accepts application documents, in accordance with the corporate governance and disclosure audit, within 20 working days to approve, suspend approval, termination, review, decisions that are not approved.

    ” Seven, add one, as the 36th article: "the number of shareholders does not exceed the 200-person company request transfer of its stock publicly, China Securities Regulatory Commission approved exemption, reviewed by the national SME share transfer system.

    ” Eight, add one, as the 38th: "before the implementation of these measures the number of shareholders exceeds 200 person Corporation, eligible may apply for transfer of SMEs across the country share transfer system up for public equity, initial public offering and listing on the stock exchange.

    ” Article nine, 40th to 43rd and amended as: "after the China Securities Regulatory Commission accepts application documents, in accordance with the corporate governance and disclosure and audit the issue, within 20 working days to approve, suspend approval, termination, review, decisions that are not approved.

    ” Ten and 42nd to 45th and amended as: "SMEs across the country share transfer system up for public transfers of shares of public companies to shareholders after the offering periods not exceeding a particular object of 200 people, the China Securities Regulatory Commission approved exemption from national SME share transfer system management, but the issue should be in accordance with the provisions of article 39th.

    ” Cheung added, as the 51st article: "national SME share transfer system should play a management role, share transfer system for SMEs in the country public transfers of shares of public companies monitor and related disclosure obligations to disclose information and urge its timely and accurate disclosure of information in accordance with law. Found that public transfers of shares of public companies and related disclosure obligations in violation of the law, administrative regulations and the relevant provisions of the CSRC's behavior should be reported to the CSRC, and to adopt self-regulation measures.

    ” 12, 61st to 65th, amended to read: "before the implementation of these measures the number of shareholders with more than 200 companies limited, not national SME transfer of share transfer system up for public stocks or stock exchange, according to the relevant requirements specification shall be applied for non-listed public company.

    ”

    13, the revised article 32nd, 33rd, 34th, 36th in the "stock transfer to social public expression" changed to "public stock transferred."

This decision shall come into force as of the date of.

    Measures for the supervision and administration of the non-listed public company according to provisions of this decision be modified accordingly and the order adjusted accordingly, republished.

    Report: non-listed public company regulatory approaches 2013 (revised)

    (September 28, 2012 Chairman of China Securities Regulatory Commission 17th Office meeting on December 26, 2013 96th China Securities Regulatory Commission announced, as of the date of promulgation of the China Securities Regulatory Commission on modifications of non-listed public company decision to amend the regulatory approach)

    Chapter I General provisions

    First issued in order to regulate the transfer of non-listed public company shares and, protect the interests of investors and protecting public interest, under the Securities Act, the company law and the provisions of relevant laws and regulations, these measures are formulated.

Article referred to non-listed public company (hereinafter referred to as the public company) refers to one of the following situations and the Corporation whose shares are not traded on the stock exchange:

(A) targeted issuance or transfer of shares shareholders total more than 200 people;

    (B) public stock transferred.

    Third public company shall, in accordance with the laws and administrative regulations, the approach and the articles of Association of the company, ensure clear ownership, legal regulations, corporate governance mechanism, compliance with disclosure obligations.

    Fourth public transfer of shares of a public company should share transfer system for SMEs across the country, public transfers of shares of public companies should register in the China Securities Depository and Clearing Corporation set.

Fifth public company according to law to raise equity, debt, assets, and so on.

    Issuing preferred stock and other securities of a public company shall abide by the laws, administrative regulations, and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) regulations.

    Article sixth company special documents issued by securities firms, law firms, accounting firms and other securities services, should be conscientious, honest, careful verification obligations seriously, in accordance with the law business rules, industry norms and professional opinion of the ethics of practice, ensuring the authenticity, accuracy and completeness of the documents issued by, and accept the supervision of the China Securities Regulatory Commission.

    Chapter II corporate governance

Article seventh should be formulated according to law, the articles of incorporation of a public company.

    The CSRC shall specifically provide for essential clauses of a public company, regulate the formulation and revision of the Constitution.

    Eighth public company should be established taking into account company characteristics and basic requirements of corporate governance general meeting of shareholders, Board of Directors and Board of supervisors, clear responsibilities and rules of procedure.

Nineth public company governance structure should be to ensure that all shareholders, particularly minority shareholders to exercise fully the legal and administrative regulations stipulated by the articles of Association and legal rights.

Shareholders stipulated by laws and administrative rules and regulations and the articles of incorporation of the company, have the right to know and the right to participate.

    Public company shall establish a sound investor relations management, protecting the legitimate rights and interests of investors.

Tenth General meeting of shareholders of a public company, the Board of Directors, Board of supervisors convened and held proposal review, notice of the time, procedures, authorization, voting and resolutions shall be in accordance with laws, administrative regulations and the articles of Association of the company; meeting records should be complete and safe storage.

    Shareholder proposals considered by the General Assembly shall comply with the procedures, protect shareholders ' rights, the right to participation, the right to question and voting; Board should in terms of reference and shareholders for consideration of matters within the scope of authority of the General Assembly resolution, not instead of the general meeting of shareholders beyond the Board of Directors terms of reference and the mandate of resolution of matters.

    11th public company Board of Directors corporate governance mechanism should be provided to all shareholders the right of protection and equal rights were fully discussed and evaluated.

    12th public companies should strengthen internal management, established in accordance with the relevant provisions of accounting systems, financial management and risk control systems to ensure that financial reporting is accurate and true and legal compliance.

    Related party transactions should follow the 13th public company equality, voluntariness, the principle of equivalence, paid to ensure fair play, fair, maintaining the lawful rights and interests of the company, in accordance with provisions of laws and administrative regulations, the China Securities Regulatory Commission and the articles of incorporation, perform the procedure.

    14th public company shall take effective measures to prevent shareholders and related parties in various forms has taken or transfer of company funds, assets and other resources.

15th public company merger and reorganization Act, shall, in accordance with provisions of laws and administrative regulations, the China Securities Regulatory Commission and the articles of incorporation, undertake the decision-making process and hired security companies and securities issued by service authorities for expert advice.

    No unit or individual may make use of mergers and undermine the legitimate interests of the company and its shareholders. 16th section public company acquisitions, acquisition or its control shall have a sound corporate governance system and a good credit record.

Purchaser may receive financial assistance from the acquired company, in any form, must not use the takeover takeover activities damage the legitimate interests of the company and its shareholders.

    In the acquisition of a public company, was acquired the shares of the company held by the purchaser, shall not be transferable within 12 months after the acquisition is completed.

    17th major asset restructuring of public companies, restructuring the ownership of assets should be clear, fair pricing, and reorganized the public corporate governance mechanism, shall be without prejudice to the legitimate rights and interests of the shareholders of a public company and.
18th public company shall, in accordance with the provisions of the law, combined with the actual situation of the company agreed to establish in the articles voting system.

    Article 19th dispute settlement mechanism should be specified in the statutes of a public company.

    Shareholders are entitled to in accordance with the provisions of laws and administrative rules and regulations and the articles of incorporation, by arbitration, civil action or other legal means to protect their legitimate rights and interests.

    Chapter III information disclosure 20th company and additional information disclosure obligation shall, in accordance with laws, administrative regulations and the provisions of the CSRC, is true, accurate, complete and timely disclosure of information, may not have any false record, misleading statement or material omission.

Companies and other information disclosure obligation should also publicly disclose information to all investors.

    Company directors, supervisors, senior management should be faithfully and diligently perform their duties to ensure the company's disclosure of information is true, accurate, complete and timely. Article 21st disclosure papers including transfer instructions, directed transfer instructions, directed the prospectus, issue reports, periodic and ad hoc reports, and so on.

    Specific content, format, rules and disclosure requirements enacted separately by the China Securities Regulatory Commission. 22nd public stock transfer and introduction of public companies should disclose the half-yearly reports and annual reports.

Annual report financial statements shall be certified by a qualified accounting firm audit securities and futures-related business. Targeted transfer of shares shareholders more than 200 public companies should disclose the annual report.

    Annual report of the financial report shall be audited by an accounting firm. 23rd public company directors and senior management personnel shall report in writing on a regular basis to confirm comments disagrees with the content of the report, should be separately stated reasons, and with regular reporting and disclosure.

Public company shall be directors, senior managers for the periodic reports of dissent for failing to disclose the contents of periodic reports.

    Periodic reports prepared by the Board of supervisors should be on the Board of a public company audit and to submit written comments, notes the Board of Directors for the preparation of periodic reports and audit procedures in accordance with laws, administrative regulations, the China Securities Regulatory Commission and the articles, the content of the report is able to truthfully, accurately and completely reflect the company's actual situation.

    24th securities firms, law firms, accounting firms and other securities issued by service authorities files and other important documents should be considered as relating to the file for future reference, be disclosed.

    25th may have a greater impact on stock prices of major events, when unknown investors, public company shall immediately submitted an interim report about the events, and make an announcement, indicating the cause of the incident, current status, and its possible consequences.

Article 26th public company mergers and related disclosure obligations shall strictly comply with notice obligations according to law and to inform public on timely and accurate information, coupled with timely, accurate and complete disclosure of a public company.

    Related units and personnel involved in the merger, merger and reorganization of information before the disclosure of confidential information in accordance with law, prohibits the use of the information for insider trading.

    27th public company information disclosure management system should be established and specified staff with relevant expertise are responsible for information disclosure. 28th article apart from the announcement of the Supervisory Board, and public disclosure of information is published shall be announced to the Board of Directors.

    Directors, supervisors and senior managers of non-authorized in writing by the Board of Directors shall not be released to undisclosed information. 29th company and any information disclosed to the obligation to disclose information according to law, should be made public disclosure platform specified by the CSRC.

Companies and other information disclosure obligations on the company's website or other public information published in this way must be disclosed in the media, but the content should be exactly the same, and shall not be earlier than the designated by the CSRC information disclosure platform of the time.

    Stock transfer leads to shareholders more than 200 people to a specific object can be specified in the articles of incorporation of a public company disclosure; designated by the CSRC information platform disclosure information, shall conform to the requirements of the first paragraph of this article.

    Article 30th company and information disclosure obligations shall disclose the information bulletin documents and related documents for future reference keep available for public inspection at the company's domicile.

    31st company shall cooperate with the servicing of securities companies and securities service institutions such as law firms, accounting firms, as required, provide the required information may not require securities companies, securities issued and file or objective truth hindered their work.

    The fourth chapter assignment Article 32nd targeted transfer of shares shareholders total more than 200 limited shall, within 3 months from the date of such acts, according to the relevant regulations of the China Securities Regulatory Commission documents, the application documents shall include, but are not limited to: directional transfer instructions, issued by the law firm of legal opinion, issued by the accounting firm of audit reports. Limited application documents to the CSRC for approval.

Before the application is submitted, all shareholders of the company should be informed.

Shareholders down to 200 people in 3 months or less, does not apply. Stock transfers to particular objects should be negotiated in a closed manner.

    Application of public stock transferred, in accordance with the 33rd, 34th, the provisions of these measures.

Article 33rd company request transfer of its stock publicly, the Board shall, on specific programmes of public stock transferred to make resolutions, and brought to the approval of the general meeting of shareholders, the shareholder must be approved by General Assembly resolution 2/3 of the votes held by shareholders attending the meeting adopted.

Board of Directors and shareholders in the resolutions of the General Assembly should also include the following:

(A) in accordance with the relevant provisions of the China Securities Regulatory Commission to amend the company's articles of Association;

(B) in accordance with laws, administrative regulations and the articles of Association of the company to establish a sound corporate governance;

    (C) fulfilment of disclosure obligations, in accordance with the relevant provisions of the disclosure public transfer of brochures, annual reports, semi-annual reports, and other information disclosed. Article 34th shareholders more than 200 person company request transfer of its stock publicly, shall, in accordance with relevant regulations of the China Securities Regulatory Commission made any application from public files, application files shall include, but are not limited to: public transfer instructions, issued by the law firm of legal opinions and securities and futures-related business qualification issued by an accounting firm's audit report, the securities issued by the company recommended file.

Company documents to the CSRC for approval.

    Public transfer instructions should be publicly disclosed before the transfer.

    Article 35th of China Securities Regulatory Commission acceptance of the application file, the audit law, corporate governance and information disclosure, within 20 working days to approve, suspend approval, termination, review, decisions that are not approved.

    Article 36th number of shareholders does not exceed the 200-person company request transfer of its stock publicly, China Securities Regulatory Commission approved exemption, reviewed by the national SME share transfer system.

    37th the company and its directors, supervisors and senior management staff, should publicly endorse signed transfer instructions, directed transfer instructions, to ensure that the disclosure of the information is true, accurate and complete.

    38th before the implementation of these measures the number of shareholders exceeds 200 person Corporation, eligible, you can apply for transfer of SMEs across the country share transfer system up for public equity, initial public offering and listing on the stock exchange.

    The fifth chapter introduction

39th introduction in these measures include targeted offering shareholders more than 200 people, as well as more than 200 public shareholders company offering two cases to a specific object.

Specific objects referred to in the preceding paragraph includes the following bodies or natural persons:

(A) the shareholders of the company;

(B) the company's directors, supervisors and senior management, key employees;

(C) meet the investor suitability regulation natural investors, corporate investors and other economic organizations.

Company is determined when the object is released, subject to this section, the second paragraph of part (b), (c) provisions investor total no more than 35.

Identification of core staff, should be nominated by the company's Board of Directors and all employees of public notice and comment, followed by the clear opinion of the Supervisory Board and approved by the general meeting of shareholders.

    Investor suitability regulation enacted separately by the China Securities Regulatory Commission.

40th company shall confirm the identity issue, had good reason to believe that issue regulations consistent with this approach and the company.

    Companies should be signed with a issue object contains risks revealing the terms of the subscription agreement.

41st directors of the company shall, according to law is this stock issue specific programme decisions and drew attention to the approval of the general meeting of shareholders, the shareholder must be approved by General Assembly resolution 2/3 of the votes held by shareholders attending the meeting adopted.

Applications for targeted companies limited by shares shareholders total more than 200 people, Board of Directors and shareholders in the resolutions of the General Assembly should also include the following:

(A) in accordance with the relevant provisions of the China Securities Regulatory Commission to amend the company's articles of Association;

(B) in accordance with laws, administrative regulations and the articles of Association of the company to establish a sound corporate governance;

    (C) fulfilment of disclosure obligations, in accordance with the relevant provisions of the disclosure directed prospectus, issue reports, annual reports, semi-annual reports, and other information disclosed. 42nd company should be made in accordance with relevant regulations of the China Securities Regulatory Commission with introduction of application documents and application files shall include, but are not limited to: Introduction manual, issued by the law firm of legal opinions and securities and futures-related business qualification issued by an accounting firm's audit report, the securities issued by the company recommended file.

    Company documents to the CSRC for approval.
Article 43rd after the China Securities Regulatory Commission accepts application documents, in accordance with the corporate governance and disclosure and audit the issue, within 20 working days to approve, suspend approval, termination, review, decisions that are not approved.

    44th applications directed share issue of the company, may apply for a approval issued in phases. From the date of approval of the China Securities Regulatory Commission, the company shall, within 3 months of the first issue, the remaining quantities shall be issued within 12 months is complete. Exceeding the approved document qualifying for another unreleased, approved by the China Securities Regulatory Commission has to be replaced before the release.

    First issued shall be issued not less than the total number of 50%, the remaining phases of the number issued by the company itself to determine, each issue will be issued within 5 working days after the China Securities Regulatory Commission for the record.

    Article 45th national SME share transfer system up for public transfers of shares of public companies to shareholders after the offering periods not exceeding a particular object of 200 people, the China Securities Regulatory Commission approved exemption from national SME share transfer system management, but the issue should be in accordance with the provisions of article 39th. 46th stock is issued after the public corporation shall, according to the China Securities Regulatory Commission on the request preparation and disclosure reports on paper.

Apply for instalment after issuing public company shall, at the time of the issue in accordance with the relevant disclosure requirements of the China Securities Regulatory Commission, and full completion of the issuance or exceeds the approved document is valid in accordance with the relevant requirements of the China Securities Regulatory Commission after preparation and disclosure issues report.

    Exemption applied to the China Securities Regulatory Commission approved the introduction of a public company shall, after the completion of the issuance in accordance with the relevant requirements of the China Securities Regulatory Commission issued report preparation and disclosure.

    47th company and its directors, supervisors and senior management staff, should be directed to issue instructions, issued written confirmation of the report, to ensure that the disclosure of the information is true, accurate and complete.

    48th of orientation of a public company to issue shares to buy assets, in accordance with the relevant provisions of this chapter.

    Supervision and administration of the sixth chapter

    49th article of China Securities Regulatory Commission, in conjunction with relevant departments under the State Council, local people's Governments, in accordance with the laws and regulations and the relevant provisions of the State Council, carry out their duties, cooperation, continuous monitoring of public companies, risk prevention, maintain order in the market.

    Law honoured on 50th the CSRC stock transfers, introduction, the disclosure of supervisory duties, the right to companies, securities companies, securities service institutions to take the measures specified in section 180th of the Securities Act. 51st national SME share transfer system should play a management role, share transfer system for SMEs in the country public transfers of shares of public companies monitor and related disclosure obligations to disclose information and urge its timely and accurate disclosure of information in accordance with law.

    Found that public transfers of shares of public companies and related disclosure obligations in violation of the law, administrative regulations and the relevant provisions of the CSRC's behavior should be reported to the CSRC, and to adopt self-regulation measures. 52nd Securities Association of China should play a management role, corporate stock transfer and introduction of business security monitoring company, urging his diligence in carrying out due diligence and the Steering duties.

    Securities firms have found violations of laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission, and shall be reported to the CSRC, and to adopt self-regulation measures.

53rd CSRC can ask companies and information disclosure obligations or its directors, supervisors and senior managers on issues related to information disclosure explained, explanation or to provide relevant information, and asked the company to provide security or securities services for expert advice.

    The China Securities Regulatory Commission on securities companies and securities issued by service authorities the authenticity of the documents, accuracy, integrity, doubt can be asked for authority to interpret, complement, and access to the working papers.

    54th securities companies engaged in stock transfer, with introduction and other business activities, should be in accordance with the relevant regulations of the China Securities Regulatory Commission due diligence due diligence, standardized implementation of kernel, preparation of relevant documents carefully, and continuous supervision recommended the company timely fulfilment of disclosure obligations, and improve corporate governance.

    55th article securities service institutions for company of stock transfer, and directed issued, activities issued audit report, and assets assessment report or legal submissions, file of, should strictly perform statutory duties, followed diligent due diligence and honest credit principles, on company of subject qualification, and equity situation, and specification operation, and financial status, and company governance, and information disclosure, content of authenticity, and accuracy, and integrity for full of verification and validation, and guarantee its issued of file not exists false records, and misleading sex statement or major missed. 56th CSRC supervision and examination or investigation of the company, the company has an obligation to provide the relevant documentation.

    For problem companies, the China Securities Regulatory Commission ordered corrective action can be taken, monitoring talk, order to open note, letter of warning issued by regulatory measures such as, and credited to the credit file; being illegal, criminal, investigation or transferred to the judicial organs.

    The seventh chapter legal liability

    Approved by the 57th company obtaining by deception, companies submit reports any false record, misleading statement or material omission, in addition to penalties in accordance with the relevant provisions of the securities laws, the China Securities Regulatory Commission terminate the review and can be taken in within 36 months from the date of confirmation not accepted the company's stock transfer and introduction apply regulatory measures.

    Article 58th of the company in accordance with article 32nd, 34th, 42nd article, without authorization or issue shares, in accordance with the provisions of article 188th of the securities law penalties.

    59th article securities company, and securities service institutions issued of file has false records, and misleading sex statement or major missed of, except in accordance with securities method and the related legal regulations of provides punishment outside, China SFC Visual plot weight, since confirmed of day up take 3 months to 12 months within not accept the institutions issued of related special file, 36 months within not accept related signed personnel issued of special file of regulatory measures.

    60th company and other information disclosure obligation who fails to disclose the information, or information disclosed by any false record, misleading statement or material omission, in accordance with the provisions of section 193th of the Securities Act for punishment.

    61st company does not meet the conditions specified in these measures of investor shares, China Securities Regulatory Commission ordered corrective action and in within 36 months from the date of confirmation not accepted his application. 62nd article information disclosure obligations people and Director, and prison thing, and senior management personnel, company holding shareholders, and actual control people, for information disclosure obligations people issued special file of securities company, and securities service institutions and staff, violation securities method, and administrative regulations and China SFC related provides of, China SFC can take ordered corrected, and regulatory talk, and issued warning letter, and finds for not appropriate candidates, regulatory measures, and remember into integrity archives; plot serious of,

    CSRC may take on the responsibilities of securities market into the measure.

    63rd public company Insider Insider information or illegal access to inside information, and prices have a significant impact on the company's stock to the public for information before the public, disclose such information, the sale of or suggest people buy and sell the stock, in accordance with the law No. 202 of the securities law penalties.

    The eighth chapter by-laws

64th unspecified object to public offering of shares of a public company, shall comply with the relevant provisions of the law on securities and China Securities Regulatory Commission.

    Public company listed on the stock exchange, shall comply with the relevant provisions of China's securities and Futures Commission and the stock exchange.

    65th before the implementation of these measures the number of shareholders with more than 200 companies limited, not national SME transfer of share transfer system up for public stocks or stock exchange, according to the relevant requirements specification shall be applied for non-listed public company.

    66th company limited mentioned in these measures refers to the first application for stock transfer or introduction limited; company alleged include non-listed public company and first application or introduction of stock transfer co., Ltd. 67th these measures come into force on January 1, 2013.