Initial Public Offering Of Shares And Listing On The Gem Approach

Original Language Title: 首次公开发行股票并在创业板上市管理办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201503/20150300398569.shtml

Initial public offering of shares and listing on the gem approach

    (May 14, 2014, the China Securities Regulatory Commission announced come into force on the date of promulgation, 99th) Chapter I General provisions

    First in order to standardize the initial public offering of shares and listing on the gem of the Act, promoting independent innovation enterprises and other growth enterprises development, protect the legitimate rights and interests of investors, protecting public interest, under the Securities Act, the Act, these measures are formulated.

    Article in the People's Republic of China domestic initial public offering and listing on the gem, these measures shall apply.

    Article the issuer to apply for an initial public offering of shares and listing on the gem, should be consistent with the securities law, the company law and the conditions as provided herein.

Fourth issuer disclose information according to law must be true, accurate, complete, timely, and may not have any false record, misleading statement or material omission.

    Information disclosure by issuers 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 issuer's controlling shareholders and actual controllers, directors, supervisors, senior managers and other responsible body shall be honest and trustworthy, comprehensive performance commitments, shall not prejudice the legitimate interests of investors in the IPO.

    Sixth article sponsor people and sponsor representative people should strictly perform statutory duties, comply with business rules and industry specification, on issued people of application file and information disclosure information for carefully verification, steering issued people specification run, on securities service institutions issued of professional views for verification, on issued people whether has continued profit capacity, and whether meet statutory issued conditions made professional judge, and ensure issued people of application file and offering manual, information disclosure information real, and accurate, and full, and timely.

    Article seventh stock issuance 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, the business of the issuer to verify the information, ensure that the relevant documents issued by true, accurate, complete and timely.

Eighth China Securities Regulatory Committee (hereinafter referred to as the China Securities Regulatory Commission) in accordance with the application documents of the issuer's legal compliance audit, approval of applications for initial public offering of shares of the issuer in accordance with law, and the stock issue supervision and management of the issuer.

    The stock exchanges shall formulate business rules, creating an open, fair and impartial market environment, ensuring normal operation of gem.

Nineth based on the application documents provided by the issuer of the CSRC approved the initial public offering of shares of the issuer to apply for, not the issuer's profitability, investment value or profit for the investor's substantive judgement or guarantee.

    Investors make independent judgments issuer of investment value, independent investment decisions, bear shares issued according to law after the issuer management and investment risk via profits or stock price change.

    Tenth gem shall set up and perfect fit the risk tolerance of investors and investor access system, fully prompted the investment risk to the investor, focusing on investor demand, protecting the legitimate rights and interests of investors, especially small investors.

    Chapter II conditions

11th the issuer to apply for an initial public offering of shares shall comply with the following conditions: (A) the issuer is legally established and continuous operation for more than three years, Ltd.

A limited liability company according to original book fold unit net asset value changes for the limited, continuous operating time can be calculated from the date of the establishment of a limited liability company; (B) the last two years of continuous profit, today no less than 10 million yuan in net profit the last two years; or a profit the last year, the most recent annual revenues of no less than 50 million Yuan.

Non-recurring profit and loss before or after deduction of net profit is calculated on the basis of the lower;

(C) the most recent closing net assets of no less than 20 million Yuan, and there are no outstanding losses;

    (D) the total issued capital of not less than 30 million Yuan. 12th an issuer's registered capital is paid, sponsors or shareholders for the property rights transfer of assets financed has been completed.

    Issuer's principal assets are free of material ownership dispute.

    13th pedestrians should be mainly engaged in a business, its production and management activities in accordance with provisions of laws and administrative rules and regulations and the articles of incorporation, in line with State industrial policies and environmental protection.

    14th issuer in recent two years, business directors, senior management and staff are without major changes, actual control does not change.

    15th an issuer's equity clearly, controlling shareholders and the controlling shareholder, actual control of man being in control of the issuer held by the shareholder of shares there are no significant dispute. 16th issuer assets, personnel, financial, institutional and business independence, with a complete business operation system and directly facing the market the ability to operate independently.

    Controlling shareholder, actual control and control of the other there is no competition between enterprises, and seriously affect the independence or unfair connected transaction of the company.

17th an issuer that has a sound corporate governance structure, according to law, improve the general meeting of shareholders, Board of Directors, Board of supervisors and independent directors, Secretary of the Board of Directors, audit committees, relevant institutions and personnel to perform their duties according to law.

    Issuers should establish and improve shareholder vote counting system, set up diversified dispute resolution mechanisms between issuers and shareholders, to protect investor rights in proceeds according to the law, the right to, participate in and supervise the rights, claims and other shareholder rights.

    18th issuer accounting work specification, presentation and disclosure of financial statements in accordance with accounting standards for business enterprises and related disclosure provisions of the rules, in all material respects fairly reflect the issuer's financial position, operating results and cash flows, and no qualified audit reports issued by the CPA.

    19th integrity of the issuer's internal control system and are effectively implemented, can reasonably ensure the company performance, legal compliance and reliability of financial reporting, and issued by the certified public accountant conclusion internal control attestation report without reservation.

20th an issuer's directors, supervisors and senior managers should be faithful and diligent, possess qualifications stipulated by laws, administrative regulations and rules, and does not exist in the following situations:

(A) the Securities and securities market into the measures taken by the Chinese during the prohibited period;

(B) by the China Securities Regulatory Commission administrative penalty within the last three years, or by the stock exchange last year publicly denounced;

    (C) for alleged crimes by judicial organs investigation or suspected violation investigation by CSRC, no clear conclusions.

21st issuers and their controlling shareholder, actual control within the last three years without damaging the interests of investors and major violations and social and public interests.

    The issuer and its controlling shareholder, actual control does not exist within the last three years without legal authority, openly or in disguised form public offering securities without authorization, or related offences took place three years ago, but is still in a State of continuous. 22nd issuers raise funds to be used for business, and have a clear purpose.

    Raise funds and investments should be the issuer's existing production scale, financial status, technical capability, managerial capability and adapt to future capital expenditure plans.

    Chapter III issuance procedure

23rd Board shall, on the issues of shares of the issuer of the specific programme, the feasibility of capital raised by resolutions and other matters must be clarified, and drew attention to the general meeting of shareholders for approval.

    This stock public offer shares of the shareholders of the issuer, issuer's Board of directors should also be specific programme of rational public offer shares of shareholders by law and brought to the approval of the general meeting of shareholders.

24th general meeting of shareholders of the issuer the shares should be resolution, the resolution shall at least include the following:

(A) the types and quantities of stock;

(B) issue;

(C) distribution;

(D) the price or a price range;

(V) raise funds;

(F) the allocation of accumulated profit prior to release;

(G) the resolution is valid;

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

    (IX) other matters must be clarified.

    25th pedestrians should be made in accordance with relevant regulations of the China Securities Regulatory Commission documents by sponsor and sponsor report to the CSRC. Article 26th sponsors sponsors offering and listing on the gem of the issuer, issuer should be the growth of due diligence and prudent judgement and issue special opinions.

    Issue of human enterprise of independent innovation should also be specific comments in the independent innovation ability of the issuer, and analyses their impact on growth.

    27th after the China Securities Regulatory Commission receives the application documents, in making admissibility decisions within five working days.

    28th after the China Securities Regulatory Commission accepts applications from relevant functional departments of the issuer's application at first instance, approval by gem issuance examination Committee, and establish and perfect the sponsors, security service work sheet inspection system. 29th the CSRC within three months from the date of acceptance of the application documents, in accordance with law to be issued by the issuer to apply for approval, suspension of audit, termination of audit, decisions that are not approved, and to produce relevant documents.

Issuer upon request, Supplement, modify the release time for the file is not counted.

    Issuer shall, within 12 months from the date approved by the China Securities Regulatory Commission to issue stock, release point by the issuer to choose; not released for more than 12 months, authorization failure, and approved by the China Securities Regulatory Commission has to be replaced before the release.

    30th article issued application approved Hou to stock issued end Qian, issued people should timely update information disclosure file content, financial report expired of, issued people also should added financial accounting report, file; sponsor people and the securities service institutions should continued perform due diligence survey duties; course occurred major matters of, issued people should suspended or suspended issued, and timely report China SFC, while perform information disclosure obligations; appeared not meet issued conditions matters of, China SFC withdrawn approved decided.

    31st stock issuance application has not been approved, issuers may not approved since the CSRC decided shares again after six months from the date of application.

    The fourth chapter information disclosure

    32nd pedestrians should be based on the decisions of investors need-oriented and in accordance with the relevant regulations of the China Securities Regulatory Commission presentation and disclosure prospectus, straightforward, plain language level, facilitate small and medium investors read. 33rd gem prospectus of the China Securities Regulatory Commission to develop content and format standards are minimum requirements for information disclosure.

    Whether or not guidelines have clearly defined, information for investors to make investment decisions have a significant impact, should be disclosed. Article 34th pedestrians should feature prominently in the prospectus the following prompts: "after the issuance of the shares to be listed on the growth enterprise market, the market has a high investment risk. Gem company has earnings instability, high risk, risk characteristics, such as delisting, larger market risks to investors. Investors should be fully aware of the gem of investment risk and the risk factors disclosed by the company, to make a prudent investment decisions.

    ”

    35th pedestrians should be analyzed in the prospectus and full disclosure to its significant adverse factors affecting all sustainable profitability and exposes the risks associated with, and disclose the sponsor on the sustainable profitability of the issuer to verify conclusions.

Article 36th pedestrians shall disclose in the prospectus-related liability and sponsors, the securities services and personnel commitments made, commitments implementation and not fulfilling its pledges to take measures of constraint, including but not limited to:

(A) the shares held by shareholders prior to release of restricted arrangements, voluntary locking shares, extending the duration of the lock or the intention of reducing commitments of the shareholders;

(B) stabilize the share price plans;

(C) the commitments legally undertake the compensation responsibility or compensation;

(D) to fill the dilution the immediate return of the measures and undertakings;

    (V) distribution of profit policy (including cash dividends policy) the arrangements and commitments. 37th issuers and their directors, supervisors and senior management officers shall sign the prospectus, seal, ensure that prospectus is true, accurate, complete, and timely.

Sponsor and sponsor representative of the prospectus should be authenticity and verify the accuracy, completeness, timeliness, and signature and seal on the verification opinion.

    Issuer's controlling shareholder, actual control of the prospectus should be issued confirmation and signature and seal. Article 38th prospectus refers to financial statements within six months after the deadline on its latest issue is valid. Special cases, issuers may apply for appropriate extension, but not more than one month.

    Financial statements should be based on annual, half or the end of the quarter to the end of the year deadline.

    39th prospectus is valid for six months, since the public offer prospectus before the last date on which the signing. After 40th application documents accepted by the issuer shall, without delay on the CSRC website pre-disclosed prospectus (Declaration draft).

    The issuer may publish a prospectus on the company's website (Declaration drafts), the contents of the disclosure should be consistent and not earlier than on the CSRC website disclosure time.

    41st pedestrians and sponsors should be pre-disclosed prospectus (Declaration draft), reporting and disclosure, should not be changed, and to ensure that there is no deliberate concealment and major errors.

42nd pre-disclosed prospectus (Declaration draft) may not contain stock price information. Issuer shall on the pre-disclosed prospectus (Declaration draft) prominently made the following statement: "the company's application has not been approved by the China Securities Regulatory Commission issued. The prospectus (Declaration draft) does not have the legal effect of the issued shares, for pre-disclosed purposes only. Investors should notice in the official prospectus as a basis for investment decisions.

    ”

    43rd issuers and their directors, supervisors and senior management officers shall ensure the pre-disclosed prospectus (Declaration drafts) is true, accurate, complete, and timely.

44th shares issued by the issuer shall be designated by the CSRC website published the full text in the prospectus, and designated by the CSRC press published informational bulletin, published to inform them of the Internet address and the way to get the file.

    Prospectus issuer shall be disclosed to the company's Web site, published no earlier than provided for in the preceding paragraph.

    Issued by the sponsor of the 45th article of issue sponsor, securities issued by service authorities, files and other important documents should be considered as relating to the issue prospectus available for inspection, designated by the CSRC website and company websites.

    Article 46th prospectus and pedestrians shall be available for inspection five issuers to be listed stock exchanges, sponsors, underwriters and other underwriters of shelter, for inspection by the public.

    The 47th after accepting the application files to the issuer to apply for CSRC approval before published, according to the prospectus, the issuer and the associated parties shall not be advertising, presentations for the public offering of shares by way of publicity.

    Fifth regulatory and legal liability

    48th article should establish characteristics of the gem of the stock exchange listing, trading and delisting system, strengthen supervision and constraints related to fulfill a public commitment to, urged sponsors to perform continuous supervision obligations, violations of relevant laws and regulations, rules of the exchange business and the behavior of not meeting their commitments, appropriate regulatory measures can be taken in a timely manner.

    49th characteristics should be established for the gem of the stock exchange market risk warning and continued investor education system and urge issuers to establish and improve the protection of the interests of investors and the system and the internal control system to prevent and redress violations.

The 50th since the application documents the date of acceptance, issuers and their controlling shareholders and actual controllers, directors, supervisors and senior management staff, and sponsors, the securities services and personnel on the issuance of documents related to the truthfulness, accuracy, completeness, timeliness, bear the corresponding legal responsibility.

    Issuer application for issue of document and information disclosure in Paradox or the same fact statement are inconsistent and there is a substantial difference, the China Securities Regulatory Commission will cancel the auditing and within 12 months from the date of its confirmation does not accept applications for issuance of the relevant sponsor representative recommended.

    51st article issued people to China SFC submitted of issued application file has false records, and misleading sex statement or major missed of, China SFC will terminated audit and since confirmed of day up 36 months within not accepted issued people of issued application, and in accordance with securities method of about provides for punishment; led investors in securities trading in the suffered loss of, issued people and holding shareholders, and actual control people, and Director, and prison thing, and senior management personnel and sponsor people, and securities service institutions should law bear compensation responsibility. 52nd article issued people not meet issued conditions to cheat means cheat issued approved of, issued people to not due means interference China SFC and issued Audit Committee audit work of, issued people or its Director, and prison thing, and senior management personnel, and holding shareholders, and actual control people of signature, and sealed Department forged or variable made of, issued people and the and this times issued about of party violation this approach provides for public issued stock for publicity of,

    China Securities Regulatory Commission will terminate within 36 months from the date of review and confirmation does not accept applications for issuance by the issuer, and punished in accordance with the relevant provisions of the securities laws.

    53rd article sponsor people issued has false records, and misleading sex statement or major missed of issued sponsor book of, sponsor people to not due means interference China SFC and issued Audit Committee audit work of, sponsor people or its related signature personnel of signature, and sealed Department forged or variable made of, or not perform other statutory duties of, in accordance with securities method and sponsor system of about provides processing.

    54th article securities service institutions not diligent due diligence, by making, and issued of file has false records, and misleading sex statement or major missed of, China SFC will since confirmed of day up 12 months within not accept related institutions issued of securities issued special file, 36 months within not accept related signature personnel issued of securities issued special file, and in accordance with securities method and the other related legal, and administrative regulations and regulations of provides for punishment; to others caused loss of, should law bear compensation responsibility.

    55th article sent pedestrian, and sponsor people or securities service institutions making or issued file not meet requirements, unauthorized changes offering manual or other has submitted file of, or refused to replies China SFC audit proposed of related problem of, China SFC will depending on plot weight, on related institutions and responsibility personnel take regulatory talk, and ordered corrected, regulatory measures, remember into integrity archives and announced; plot serious of, give warning, administrative punishment.

56th issuers 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 applications for the public offering of securities of the 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.

    The sixth chapter supplementary articles 57th these measures come into force on the date of promulgation. The initial public offering of shares and listing on the gem of the interim measures for the Administration (SFC, 61st), the guidelines on doing gem recommendation (SFC Bulletin (2010), 8th) repealed simultaneously.