China Securities Regulatory Commission On The Amendment Of The Measures For The Administration Of Securities Issuance And Underwriting Decision

Original Language Title: 中国证券监督管理委员会关于修改《证券发行与承销管理办法》的决定

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201207/20120700369589.shtml

China Securities Regulatory Commission on the amendment of the measures for the administration of securities issuance and underwriting decision (May 18, 2012 China Securities supervision Management Committee makes 78th, announced since May 18, 2012 up purposes) a, and second article second paragraph modified for: "issued people, and securities company and investors participation securities issued, also should comply with China Securities supervision Management Committee (following referred to China SFC) about securities issued of other provides, and Securities Exchange, and securities registration settlement institutions of business rules and China Securities Industry Association of self-discipline rules. Securities firms underwriting securities, should also abide by the China Securities Regulatory Commission about the sponsor system, risk control system and internal control system of the relevant provisions.

    ” Second, fifth, as: "the initial public offering of stock, RFQ request for quotation of the ways that you can determine the price of stock offerings, or by issuers direct consultation with the underwriter independent pricing and other legally feasible to determine the issue price, the issuer should be explained in the release the pricing of the shares.

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.

"The inquiry object refers to the conditions specified in the present measures of securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors and qualified foreign institutional investors, the underwriter recommended by independent institutions and individual investors, as well as approval by the China Securities Regulatory Commission and other investors. "Recommended underwriter independent inquiry, shall be in accordance with the measures provided in the rules and the Securities Association of China discipline, clear principles and recommended standards, recommendation of the establishment of a transparent decision-making mechanisms, and reported to the registration of the securities industry association. Recommended by the independent inquiry including higher pricing power and long-term investment orientation of institutional investors and investment have more experience of individual investors.

    ”

Three, seventh revised as follows: "institutional investors as the object of inquiry shall comply with the following conditions:

(A) established by law in the past 12 months due to gross violation of regulatory authorities impose administrative punishments, regulations or be subject to criminal punishment; (b) equity investments can be made in accordance with law;

(C) good credit records, with independent institutions and personnel necessary to invest in securities;

(D) have a sound risk assessment and internal control system and the effective implementation of risk control indicators in line with the relevant provisions;

(E) in accordance with these regulations by the Securities Association of China from the list of inquiries removed, since the full 12 months of the date of removal. "Individual investors as the object of inquiry should have at least 5 years of investment experience, good research skills and ability to take risks. Underwriters recommend should be strictly in accordance with the established principles and recommended standards and procedures.

    ” Article IV, IX is amended as: "the underwriter in the published offer expressions of interest to the inquiry provides investment research reports. Issuers, underwriters and request for quotation shall not in any form of public disclosure of the research on investment value of the contents of the report, except as otherwise provided by the China Securities Regulatory Commission.

    ”

Five, 13th revised as follows: "prospectus (Declaration draft) prior disclosure, the issuer and underwriter to the initial communication with a specific inquiry in private consultation pricing intentions, estimated price range, or by other reasonable means estimated price range. "Preliminary communication shall not open or disguised form of open manner, shall not be provided to the inquiry object besides the pre-disclosed prospectus (Declaration draft) issuer other than publicly available information, such as information.

    ” Six, 14th amendment: "pricing inquiry, the issuer and the underwriter can determine issue price directly according to the results of the initial inquiry, preliminary inquiry can also determine the price range, in the price range determined by accumulated bidding inquiry issue price.

    ”

Seven, add one, as the 15th: "letter of intent for initial public stock offerings after publication, the issuer and its underwriter can introduce to the inquiry and the 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 consistent with the information provided to the inquiry.

    ”

Eight, and increased a article, as 16th article: "issued people and main underwriting business in promotion process in the shall not exaggerated publicity, or to false advertising, not due means induced, and misleading investors, shall not interference inquiry object normal quotes and purchase, shall not disclosure except offering letter of intent, public information yiwai of issued people other information; promotion information shall not exists false records, and misleading sex statement or major missed. "The underwriters recommendation should be retained, inquiry, relevant information in the pricing process and archived for future reference, introducing promotional material, including road shows live recordings, truthfully and fully reflect the request for quotation and pricing process.

    ” Article nine, 15th to 17th and amended as: "the inquiry to determine the issue price, request objects will be free to decide whether to participate in the preliminary inquiry, inquiry to apply for participation in the preliminary inquiry, the underwriter may not refuse without good reason. Did not participate in the preliminary inquiry or preliminary inquiry but is not a valid quotation inquiry object, today shall not participate in bidding quotation and net placement.

    ”

Ten articles, 17th to 19th and amended as: "the underwriter of securities accounts shall not participate in the share issue RFQ, net placement and online distribution. "With the issuer or underwriter has the actual control of accounts of the inquiry object, shall not participate in the stock inquiry, placing under the network, you can participate in the online issue.

    ”

    Third, delete article 21st. 12, the addition of an article, as the 22nd: "issuer and underwriter independent consultation to determine the offering price, or inquiry other than legitimate ways to determine the issue price shall be detailed in the proposal pricing and offers published in the proposal submitted to the China Securities Regulatory Commission after filing letters of intent.

    ” 13, 24th to 25th and amended as: "the issuer and underwriter should be placing shares to participate in networks of placing the inquiry object.

Issuer and underwriter to the inquiry in principle not be less than the number of placing shares at the IPO and the transfer of the old shares (hereinafter referred to as the issue) of total 50%. "The inquiry object with the issuer, underwriter's freedom to prescribe a period for placing of shares held under the network.

    ”

14, 25th to 26th and amended as: "the placement object is limited to the following categories:

(A) approved raising securities investment fund;

(B) the national social security fund;

(C) securities companies securities accounts;

(D) approved the establishment of securities companies aggregate asset management plan;

(V) trust and investment company securities accounts;

(F) trust established and reporting procedures to the relevant regulatory authorities of the collections trust scheme;

(VII) financial securities accounts;

(H) the approved securities investment account of the insurance company or insurance asset management company;

(I) management of securities investment by qualified foreign institutional investors accounts;

(10) in the enterprise annuity Fund of the relevant regulatory authorities;

(11) main underwriter independent institutional investors recommended management of securities investment account and an autonomous recommendation of individual investors, securities investment account;

(12) other securities investment products recognized by the China Securities Regulatory Commission. "Securities investment products managed by institutional investors in the prospectus, investment agreements and other documents directly or indirectly set out to win the primary and secondary market spreads for the purpose of purchasing new shares, securities investment account may not be used as object placement.

    ”

Article XV, 29th to 30th and amended as: "the underwriter of the inquiry should be objects and share placement registration of objects of verification, enquiry for any of the following circumstances shall not be placing stock:

(A) the inquiry price but did not participate in the initial inquiry;

(B) of a enquiry or placement object names, account information and registration of Securities Association of China is inconsistent;

(C) does not offer or purchase funds allocated in full within the time specified; (D) there is evidence in the inquiry in the process of illegal or violates the principle of good faith.

    ”

Article 16, article 31st to 32nd and amended as: "the initial public offering of shares of issuers and underwriters is under the network placement and online distribution between the bidirectional call-back mechanism, adjusted according to the purchase proportion of net placement and online distribution.

"Online purchase is low, can contribute to the network the next time by investors under the net purchase, purchase still insufficient, can recommend other syndicate investors net purchase. "Net the success rate for online success rate is 2 to 4 times times, issuers and underwriters of the sale shares shall be 10% from the offline to the online dial-back; more than 4 times the shares should be 20% from offline to online in the back.

    ”

17, 49th to 50th and amended as: "the public offering of securities, and underwriter should be reported to the CSRC in the 10th after the listing of securities underwriting summary report, summarizing instructions issued during and following the listing of securities, and provide the following documents:

(A) the prospectus booklet;

(B) the underwriting agreement and the underwriting agreement;

(C) legal witness;

(D) the accounting firm capital verification report; (V) other documents requested by the CSRC.

    ”

18, and 52nd article to 53rd article, modified for: "first public issued stock application file accepted Hou to issued people issued application by China SFC approved, and law published offering letter of intent Qian, issued people and the and this times issued about of party shall not take any public way or disguised public way for and stock issued related of promotion activities, also shall not through other interests associated party or delegate others, way for related activities. "Issuers and underwriters in the issue, disclose information shall be true, accurate and complete, not partial exaggeration advantage, downplay the risks, beautify the image of misleading investors, may not have any false record, misleading statement or material omission.

    ” Article 19, article 56th to 57th and amended as: "the issuer and underwriter should notice price, issuing earnings and issuing earnings calculation methods. Issuers can also disclose the net rate reflect the issuer's industry characteristics price index.


    20, and 60th article, and 61st article merged for 61st article, modified for: "issued people, and securities company, and securities service institutions, and inquiry object and directly is responsible for of competent personnel and other directly responsibility personnel violation legal, and administrative regulations or this approach provides, China SFC can ordered its rectification, on its directly is responsible for of competent personnel and other directly responsibility personnel, can take regulatory talk, and focus concern, and show warning letter, and ordered public description, and finds for not appropriate candidates, and market ban into, regulatory measures, And credited to the credit file; shall be given administrative punishments 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. Securities Association of China should be according to the rules of discipline for units and individuals to adopt self-regulatory sanctions.

    ”

21, 62nd is amended as: "the securities company, one of the following acts, in addition to bear legal liability according to law, the China Securities Regulatory Commission to 36 months from the date of confirmation of order the suspended securities underwriting business:

(A) underwriting of unauthorized securities;

(B) in the underwriting process, false or misleading advertising or other promotion activities for investors, to unfair means to induce others quotation or purchase stock, or information the disclosure of any false record, misleading statement or material omission, in serious cases; (C) under the own funds or disguised through a network of own funds to participate in the inquiry and placement, or abetting others reported high prices, limiting your low price, seriously interfere with the normal price order.

    ”

22, 63rd is amended as: "the securities company, one of the following acts, in addition to bear legal liability according to law, the China Securities Regulatory Commission will depend on the seriousness of 3-12 months from the date of confirmation of order the suspension of securities underwriting business:

(A) disclosure of securities issuance information in advance;

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

(C) provided to the inquiry object in addition to the prospectus (offering letters of intent) issuer other than publicly available information, such as information;

(D) in the underwriting process in practice inconsistent with proposal submitted to the China Securities Regulatory Commission;

(E) in violation of the relevant provisions of writing or publishing investment value research reports;

(F) violation of regulations, directly or through its stake in sale by investors to provide financial assistance or compensation; (G) to recommend the inquiry object transportation interests.

    ”

23, and 64th article modified for: "issued people and directly is responsible for of competent personnel and other directly responsibility personnel has following behavior one of of, except law bear legal responsibility outside, China SFC can ordered its rectification, on its directly is responsible for of competent personnel and other directly responsibility personnel depending on plot weight take regulatory talk, and focus concern, and show warning letter, and ordered public description, and finds for not appropriate candidates, and market ban into, regulatory measures, and remember into integrity archives:

(A) provided to the inquiry object in addition to the prospectus (offering letters of intent) issuer other than publicly available information, such as information;

(B) in violation of regulations, directly or through its stake in sale by investors to provide financial assistance or compensation;

(C) shares of the issuer before they are listed for false or misleading advertising or other promotion activities for investors, to unfair means to induce others quotation or purchase stock, or information the disclosure of any false record, misleading statement or material omission, in serious cases; (D) incitement to high prices, limiting your low price, seriously interfere with the normal price order.

    ”

24, delete article 66th.

This decision May 18, 2012.

    The securities issuance and underwriting management measures under the terms of this decision be amended accordingly and the order adjusted accordingly, republished.

    Report: administration of securities issuance and underwriting approach 2012 (revised) (September 11, 2006, Chairman of the China Securities Regulatory Commission, the 189th Office meeting on May 18, 2012, China Securities Regulatory Commission announced on May 18, 2012, 78th execution of the China Securities Regulatory Commission on amendments to the securities issuance and underwriting decision amendments to management)

    Chapter I General provisions

    First in order to standardize the securities issuance and underwriting, and protect the legitimate rights and interests of investors, according to the People's Republic of China securities law, the People's Republic of China law, these measures are formulated.

Article issuers issue stock or convertible bonds in the territory (hereinafter referred to as stock) underwriting securities, securities companies in the territory, as well as investors in securities issued in, these measures shall apply. Issuers, securities firms and investors to participate in the offering, should also abide by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) other provisions relating to securities, and securities exchanges, securities registration and clearing institution business rules and the rules of discipline of the Securities Association of China.

    Securities firms underwriting securities, should also abide by the China Securities Regulatory Commission about the sponsor system, risk control system and internal control system of the relevant provisions.

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

    Article fourth CSRC monitor administration of securities issuance and underwriting practices.

    Chapter two requests for quotations and pricing Fifth public stock for the first time can be determined by RFQ request for quotation of stock issue price, or by issuers direct consultation with the underwriter independent pricing and other legally feasible to determine the issue price, the issuer should be explained in the release the pricing of the shares.

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.

Inquiry object refers to the conditions specified in the present measures of securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors and qualified foreign institutional investors, the underwriter recommended by independent institutions and individual investors, as well as approval by the China Securities Regulatory Commission and other investors. Recommended underwriter independent inquiry, shall be in accordance with the measures provided in the rules and the Securities Association of China discipline, clear principles and recommended standards, recommendation of the establishment of a transparent decision-making mechanisms, and reported to the registration of the securities industry association.

    Recommended by the independent inquiry including higher pricing power and long-term investment orientation of institutional investors and investment have more experience of individual investors.

    Sixth objects of inquiry and management of securities investment products (hereinafter referred to as placement object) should be registered securities Association of China, the self-regulation of the Securities Association of China.

Article seventh institutional investors as the object of inquiry shall comply with the following conditions:

(A) established by law in the past 12 months due to gross violation of regulatory authorities impose administrative punishments, regulations or be subject to criminal punishment; (b) equity investments can be made in accordance with law;

(C) good credit records, with independent institutions and personnel necessary to invest in securities;

(D) have a sound risk assessment and internal control system and the effective implementation of risk control indicators in line with the relevant provisions;

(E) in accordance with these regulations by the Securities Association of China from the list of inquiries removed, since the full 12 months of the date of removal. Individual investors as the object of inquiry should have at least 5 years of investment experience, good research skills and ability to take risks.

    Underwriters recommend should be strictly in accordance with the established principles and recommended standards and procedures.

Article eighth the following institutional investors as the object of inquiry should adhere to article seventh condition, shall comply with the following conditions:

(A) the securities firm approved to engage in securities or asset management business;

(B) re-registration by the relevant regulatory departments is full of trust investment companies for two years, no less than 400 million yuan of registered capital, active stock market in the last 12 month record;

    (C) the financial company was established more than two years, with registered capital of no less than 300 million Yuan, last 12 months active stock market records. Nineth underwriters can publish offering expressions of interest to the inquiry provides investment research reports.

    Issuers, underwriters and request for quotation shall not in any form of public disclosure of the research on investment value of the contents of the report, except as otherwise provided by the China Securities Regulatory Commission. Tenth investment value research reports should be written and signed by researchers independent of underwriters, underwriter shall not provide underwriting investment value research reports written by outside agencies.

    Investment value research reports issued by the underwriters should establish and improve the investment value of quality control systems, write research on investment value, its personnel should adhere to the system of internal control of securities companies.

11th wrote studies on investment value should comply with the following requirements:

(A) independent and prudent and objective;

(B) reference information is true, accurate and complete, and shall indicate the source of authority;

(C) assessment of the issuer's industry with consistency and coherence;

    (D) no false record, misleading statements or material omissions.

12th investment value study should undertake a comprehensive analysis of factors that affect the value of the issuer's investment, at least include the following:

(A) issuers, industry group, industry policy, compared with the main competitors of the issuer and its position in the industry;

(B) the issuer's operation and development prospects;

(C) the analysis of the profitability and financial position of the issuer;

(Iv) issuers raising capital investment project analysis;

(E) the issuer and comparable to the investment value of listed companies in the same industry;

(F) macroeconomic trend, the stock market has an important effect on the issuer's investment value and other factors.

    Research on investment value of reporting should be on the basis of the above analysis, using industry accepted valuation methods to predict the issuer the reasonable value of the stock.

13th prospectus (Declaration draft) prior disclosure, the issuer and underwriter to the initial communication with a specific inquiry in private consultation pricing intentions, estimated price range, or by other reasonable means estimated price range.
Preliminary communication shall not open or disguised form of open manner, shall not be provided to the inquiry object besides the pre-disclosed prospectus (Declaration draft) issuer other than publicly available information, such as information.

    Article 14th pricing inquiry, the issuer and the underwriter can determine issue price directly according to the results of the initial inquiry, preliminary inquiry can also determine the price range, in the price range determined by accumulated bidding inquiry issue price.

15th letter of intent for initial public stock offerings after publication, the issuer and its underwriter can introduce to the inquiry and the 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 consistent with the information provided to the inquiry.

16th an issuer and underwriter shall not be exaggerated publicity in the referral process, or induced by unfair means such as false advertising, misleading investors, must not disturb the inquiry normally quote and purchase, shall not be disclosed except latest updated prospectus issuer other than publicly available information, such as information on pitches shall not contain any false record, misleading statement or material omission.

    Underwriter shall retain promotion, inquiry, relevant information in the pricing process and archived for future reference, introducing promotional material, including road shows live recordings, truthfully and fully reflect the request for quotation and pricing process. Article 17th inquiry to determine the issue price and inquiry to decide whether to participate in a preliminary inquiry, inquiry to apply for participation in the preliminary inquiry, the underwriter may not refuse without good reason.

    Did not participate in the preliminary inquiry or preliminary inquiry but is not a valid quotation inquiry object, today shall not participate in bidding quotation and net placement.

    18th inquiry should follow independent, objective, and the principle of good faith and reasonable offer, consultations shall not offer or artificially raise prices.

19th underwriter of securities accounts shall not participate in the stock inquiry, placing under network and Internet distribution.

    With the issuer or underwriter has the actual control of accounts of the inquiry object, shall not participate in the stock inquiry, placing under the network, you can participate in the online issue.

    20th issuers and underwriters in price range and price determined after the CSRC filing separately and shall be published. Article 21st inquiry shall, within one month after the end of the year to sum up the last year involved in the inquiry, and whether it continues to meet the provisions of conditions as well as compliance with regulatory requirements for this method of inquiry are explained.

    Summary report shall be submitted to the China Securities Industry Association record.

    22nd issuer and underwriter independent consultation to determine the offering price, or inquiry other than legitimate ways to determine the issue price shall be detailed in the proposal pricing and offers published in the proposal submitted to the China Securities Regulatory Commission after filing letters of intent.

    Chapter III of securities available for sale Article 23rd 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, and reported that the China Securities Regulatory Commission for the record.

    Issuer and underwriter should be disclosed in the release strategy investors choose standards, placing shares to strategic investors, total, the proportion of the stock, as well as the holding period.

    24th strategic investor shall not participate in the initial public offering of first quotation today and bid inquiry, and shall 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. 25th issuer and underwriter should be placing shares to participate in networks of placing the inquiry object.

Issuer and underwriter to the inquiry in principle not be less than the number of placing shares at the IPO and the transfer of the old shares (hereinafter referred to as the issue) of total 50%.

    Inquiries with the issuer, underwriter's freedom to prescribe a period for placing of shares held under the network.

Article 26th stock placements are limited to the following categories:

(A) approved raising securities investment fund;

(B) the national social security fund;

(C) securities companies securities accounts;

(D) approved the establishment of securities companies aggregate asset management plan;

(V) trust and investment company securities accounts;

(F) trust established and reporting procedures to the relevant regulatory authorities of the collections trust scheme;

(VII) financial securities accounts;

(H) the approved securities investment account of the insurance company or insurance asset management company;

(I) management of securities investment by qualified foreign institutional investors accounts;

(10) in the enterprise annuity Fund of the relevant regulatory authorities;

(11) main underwriter independent institutional investors recommended management of securities investment account and an autonomous recommendation of individual investors, securities investment account;

(12) other securities investment products recognized by the China Securities Regulatory Commission.

    Securities investment products managed by institutional investors in the prospectus, investment agreements and other documents directly or indirectly set out to win the primary and secondary market spreads for the purpose of purchasing new shares, securities investment account may not be used as object placement. 27th inquiry should be appointed to manage the placement of object for capital account and securities account, dedicated to tender enquiries and offline placing new threat definitions.

    Designated account shall, on the China Securities Regulatory Commission and the China Securities Industry Association and registered securities registration and clearing institution.

    28th article placement today participated in a tender enquiries and offline placements shall pay the full purchase funds, single cumulative purchase quantity specified securities account shall not exceed the placing shares to inquiry.

    Today 29th issuer and underwriter by tender inquiries to determine issue price, if the offering price above is valid when purchase is greater than the total net number of placements, the offering price should be above all the valid with the purchase of share placements.

30th article primary underwriters of the inquiry should be objects and share placement registration of objects of verification, enquiry for any of the following circumstances shall not be placing stock:

(A) the inquiry price but did not participate in the initial inquiry;

(B) of a enquiry or placement object names, account information and registration of Securities Association of China is inconsistent;

(C) does not offer or purchase funds allocated in full within the time specified;

    (D) there is evidence in the inquiry in the process of illegal or violates the principle of good faith.

31st issuer and underwriter under the placing of shares should be issued simultaneously with the Internet.

Online issue issue price has not yet been determined, investors should be involved in the online distribution by purchase price range ceiling, as the final issue price is lower than the price range limit post parts shall be returned to the investor.

    Investors to participate in online distribution should comply with the securities exchanges and securities registration and clearing institution-related provisions.

Article 32nd IPO issuer and underwriter of stocks should be Under the Net placement and online distribution between the bidirectional call-back mechanism, adjusted according to the purchase proportion of net placement and online distribution.

Online purchase is low, can contribute to the network the next time by investors under the net purchase, purchase still insufficient, can recommend other syndicate investors net purchase.

    NET success rate for online success rate is 2 to 4 times times, issuers and underwriters of the sale shares shall be 10% from the offline to the online dial-back; more than 4 times the shares should be 20% from offline to online in the back.

Article 33rd after the end of the preliminary inquiry, and public offering of shares is below 400 million shares, provided effective inquiry for quotation of less than 20, or a public offering of shares in more than 400 million shares, provided effective inquiry for quotation of less than 50, the issuer and underwriter shall not determine the issue price, and should stop the release. NET investor in established effective purchase less than the proportion of net sale, not to have a Web callback may suspend release. NET offer under conditions not issuers and underwriters expect, online purchase shortage, lack of online purchase to the network the next time after an application is insufficient, may suspend the issuance.

Stops issuing scenario can be stipulated by the issuer and the underwriter, and disclosed.

    After the issuance of the suspension, during the period of approval documents, filed to the CSRC, to restart the issue. 34th listed company issuing securities, 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.

    35th 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. Article 36th listed companies to not publicly offer shares for a particular object (hereinafter referred to as SEO), or issue convertible bonds, 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.

    37th additional shares or issue convertible bonds by listed companies, all or part of the priority placement to former shareholders, priority placement should be disclosed in the release notes.

    Article 38th 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.

    The fourth chapter securities underwriting

    39th securities company before implementing the securities underwriting, issuance and underwriting programme should be submitted to the China Securities Regulatory Commission. 40th securities firms underwriting the securities, should be in accordance with the People's Republic of China securities law provisions of article 28th of underwriting or distribution.
Non-public offering of shares of listed companies are not using their own sales or rights of listed companies should be used to sell.

    41st shares to sell, should be disclosed in the release issued 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.

42nd securities issued in accordance with the laws, administrative regulations shall be determined by an underwriting to form the syndicate of underwriters 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.

    43rd syndicate should be according to the underwriting agreement and the provisions of the underwriting agreement to underwrite activities shall not make false underwriting.

    44th the underwriting agreement and signed after the underwriting agreement can be determined at the issue price.

    Article 45th underwriter should set up special departments or agencies, coordinating company investment banking, research, sales and other departments to complete disclosure, introduction, book-keeping, pricing, placing and clearing work.

    46th securities firms in the underwriting process, not to provide overdraft, kickbacks or other improper means of China Securities Regulatory Commission found that inducing the purchase of stock.

During the 47th listed company issuing securities-related 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.

    48th article investors purchase contributions end Hou, main underwriting business should hired has securities related business qualification of Accountants firm (following referred to accountants firm) on purchase funds for validation, and issued inspection funding report; first public issued stock of, also should hired lawyer firm on to strategy investors, and inquiry object of inquiry and placing behavior whether meet legal, and administrative regulations and the this approach of provides, for witness, and issued special legal submissions. 49th shares in more than 400 million shares of initial public offerings, issuer and underwriter in the overallotment option in the release scheme.

    Overallotment option implementation shall abide by the China Securities Regulatory Commission, stock exchanges and securities registration and clearing institution requirements.

50th issue public securities, underwriter should be reported to the CSRC in the 10th after the listing of securities underwriting summary report, summarizing instructions issued during and following the listing of securities, and provide the following documents:

(A) the prospectus booklet;

(B) the underwriting agreement and the underwriting agreement;

(C) legal witness;

(D) the accounting firm capital verification report;

    (V) other documents requested by the CSRC.

51st article of non-public offering of shares of listed companies, issuers and underwriters should submit the following documents to the China Securities Regulatory Commission after the issue is completed:

(A) the report;

(B) the lead underwriters on the issue and subscribe to compliance reports;

(C) lawyers on this issue by the issuer and compliance witnessed the subscription object;

(D) the accounting firm capital verification report;

    (V) other documents requested by the CSRC.

    The fifth chapter information disclosure

    52nd pedestrians and underwriter in the release process shall be in accordance with the prescribed procedure, content and format of the CSRC, preparation of disclosure documents, compliance with disclosure obligations.

53rd 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.

    Issuers and underwriters in the issue, disclose information shall be true, accurate and complete, not partial exaggeration advantage, downplay the risks, beautify the image of misleading investors, may not have any false record, misleading statement or material omission.

    54th issuer 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.

    55th 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.

56th issuer and underwriter should publish latest updated prospectus or summary prospectus issued notice is published at the same time, details of the proposal.

    Issuer and underwriter shall issue price determined after the disclosure net purchase, NET specific quotation. 57th issuer and underwriter should notice price, issuing earnings and issuing earnings calculation methods.

    Issuers can also disclose the net rate reflect the issuer's industry characteristics price index.

    Article 58th placing shares at the initial public offering of shares to the strategic investor, issuer and underwriter should be disclosed in the notice of result of placing under the strategic investor in the net name, puts the number and commitment of holding periods, and so on.

    59th after non-public offering of new shares of listed companies should be required by the China Securities Regulatory Commission issued report preparation and disclosure.

    60th the securities issued prior to listing, issuer and underwriter should be preparation of disclosure documents as required by stock exchange and publicly announce it.

    Sixth chapter supervision and penalties 61st article sent pedestrian, and securities company, and securities service institutions, and inquiry object and directly is responsible for of competent personnel and other directly responsibility personnel violation legal, and administrative regulations or this approach provides, China SFC can ordered its rectification, on its directly is responsible for of competent personnel and other directly responsibility personnel, can take regulatory talk, and focus concern, and show warning letter, and ordered public description, and finds for not appropriate candidates, and market ban into, regulatory measures, and remember into integrity archives; law should to administrative punishment of, In accordance with the relevant provisions of the punishment; a suspected crime, transferred to the judicial organs according to law, investigation of his criminal responsibility.

    Securities Association of China should be according to the rules of discipline for units and individuals to adopt self-regulatory sanctions.

62nd securities company, one of the following acts, in addition to bear legal liability according to law, the China Securities Regulatory Commission to 36 months from the date of confirmation of order the suspended securities underwriting business:

(A) underwriting of unauthorized securities;

(B) in the underwriting process, false or misleading advertising or other promotion activities for investors, to unfair means to induce others quotation or purchase stock, or information the disclosure of any false record, misleading statement or material omission, in serious cases;

    (C) under the own funds or disguised through a network of own funds to participate in the inquiry and placement, or abetting others reported high prices, limiting your low price, seriously interfere with the normal price order.

63rd securities company, one of the following acts, in addition to bear legal liability according to law, the China Securities Regulatory Commission will depend on the seriousness of 3-12 months from the date of confirmation of order the suspension of securities underwriting business:

(A) disclosure of securities issuance information in advance;

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

(C) provided to the inquiry object in addition to the prospectus (offering letters of intent) issuer other than publicly available information, such as information;

(D) in the underwriting process in practice inconsistent with proposal submitted to the China Securities Regulatory Commission;

(E) in violation of the relevant provisions of writing or publishing investment value research reports;

(F) violation of regulations, directly or through its stake in sale by investors to provide financial assistance or compensation;

    (G) to recommend the inquiry object transportation interests.

64th article issued people and directly is responsible for of competent personnel and other directly responsibility personnel has following behavior one of of, except law bear legal responsibility outside, China SFC can ordered its rectification, on its directly is responsible for of competent personnel and other directly responsibility personnel depending on plot weight take regulatory talk, and focus concern, and show warning letter, and ordered public description, and finds for not appropriate candidates, and market ban into, regulatory measures, and remember into integrity archives:

(A) provided to the inquiry object in addition to the prospectus (offering letters of intent) issuer other than publicly available information, such as information;

(B) in violation of regulations, directly or through its stake in sale by investors to provide financial assistance or compensation;

(C) shares of the issuer before they are listed for false or misleading advertising or other promotion activities for investors, to unfair means to induce others quotation or purchase stock, or information the disclosure of any false record, misleading statement or material omission, in serious cases;

    (D) incitement to high prices, limiting your low price, seriously interfere with the normal price order.

65th inquiry of the object any of the following circumstances, the China Securities Industry Association should be removed from the list of inquiries:

(A) no longer meets the conditions laid down in this way;

(B) violations of regulatory requirements within the last 12 months was more than 3 times by regulatory talks;

    (C) fails to submit an annual summary report.

    The seventh chapter by-laws
66th other securities issuance and underwriting listed companies against these measures.

    67th these measures shall come into force on September 19, 2006. Securities business institutions stock underwriting business management approach (card board sent (1996) 18th,), and on ban stock issued in the improper behavior of notification (card prison sent word (1996) 21st,), and on strongly stop stock issued in the overdraft, behavior of notification (card prison sent word (1996) 169th,), and on ban securities business institutions purchase himself underwriting stock of notification (card prison machine word (1997) 4th,), and On strengthening securities business institutions stock underwriting business regulatory work of notification (card prison institutions Word (1999) 54th,), and on corporate placing stock about problem of notification (card prison issued Word (1999) 121th,), and on stock listed arrangements about problem of notification (card prison issued Word (2000) 86th,), and on securities business institutions stock underwriting business regulatory work of added notification (card prison institutions Word (2000) 199th,), and Notice on IPO companies the company via the Internet (Zheng Jian FA (2001), 12th) on stock pilot inquiry system for initial public offerings, and the notice on several issues (securities issued (2004) 162th) repealed simultaneously.