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/201102/20110200334072.shtml

China Securities Regulatory Commission on the amendment of the measures for the administration of securities issuance and underwriting decision (On October 11, 2010 China Securities supervision Management Committee makes 69th, announced since on November 1, 2010 up purposes) a, and fifth article second paragraph modified for: "inquiry object is refers to meet this approach provides conditions of securities investment fund management company, and securities company, and trust and investment companies, and financial company, and insurance institutions investors, and qualified outside institutions investors, and main underwriting business independent recommended of has high pricing capacity and long-term investment orientation of institutions investors, Investors and other agencies recognized by the China Securities Regulatory Commission.

    ” Fifth, adding a paragraph to article, as the third paragraph: "the underwriter independent institutional investors recommended, should develop a clear recommendation, recommendation of the establishment of a transparent decision-making mechanisms, and reported to the registration of the securities industry association.

    ” Third, the article is revised as follows: "the underwriter should be provided to the inquiry on its inquiry studies on investment value. 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.

    ” Four, 14th revised as follows: "first issued shares are listed on the SME Board, gem, issuers and underwriters price can be determined according to the results of the initial inquiry, today no longer tender inquiry.

    ”

    Five, delete article 16th. Six, add a 26th section, as the 11th item: "underwriter independent recommended securities investment account managed by institutional investors.

    ”

    Seven 29th article, and delete. Adding a paragraph to article eight, the 32nd, second paragraph: "the online purchase is low, can contribute to the network the next time by institutional investors participating in the offline purchase, purchase still insufficient, can recommend other syndicate investors net purchase.

    ”

    Kowloon and the addition of an article, as the 32nd: "preliminary inquiry after the 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 institutional investors, in the established net sale is valid for purchase is not enough 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.

    ” Adding a paragraph to article ten, 55th, as the second paragraph: "the issuer and underwriter shall issue price determined after the disclosure net purchase, NET specific quotation.

    ”

    Present decision come into force on November 1, 2010.

    Measures on the administration of securities issuance and underwriting in accordance with this decision be revised and republished.

    Report: securities issuance and underwriting management (revised 2010)

    (September 11, 2006, Chairman of the China Securities Regulatory Commission, the 189th Office meeting, October 11, 2010, 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, as well as the business rules of the stock exchanges and securities registration and settlement organizations.

    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.

    The fourth China Securities Regulatory Commission shall conduct supervision on securities issuance and underwriting management.

    Chapter two requests for quotations and pricing

    Fifth public stock for the first time, through specific institutional investors (hereinafter the inquiry) inquiry determines stock price.

    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 and institutional investors and qualified foreign institutional investors, the underwriter independent recommended have higher pricing power and long-term investment-oriented institutional investors, as well as other institutional investors recognized by the China Securities Regulatory Commission.

    Underwriter independent institutional investors recommended, should develop a clear recommendation, recommendation of the establishment of a transparent decision-making mechanisms, and reported to the registration of the securities industry association.

    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 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, expiration of 12 months from the date of removal.

    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;

    (Ii) trust and investment companies registered by the regulatory departments have completed two years of registered capital of no less than 400 million Yuan, has an active stock market recorded the last 12 months;

    (C) the financial company was established more than two years, with registered capital of no less than 300 million Yuan, has an active stock market recorded the last 12 months. Nineth underwriter should be provided to the inquiry on its inquiry studies on investment value.

    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 studies on investment value 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 issuer and underwriter should publish initial public stock offering of intent and recommend it to the inquiry after the release and inquiry, and to introduce investors to the public via the Internet. Inquiry into preliminary inquiry today and bid inquiry.

    Issuer and underwriter should be determined through preliminary inquiry price range, in the price range determined by accumulated bidding inquiry issue price.

    The 14th first issued shares are listed on the SME Board, gem, issuers and underwriters price can be determined according to the results of the initial inquiry, today no longer tender inquiry. 15th 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.

    16th inquiry should follow independent, objective, and the principle of good faith and reasonable offer, consultations shall not offer or artificially raise prices.

    17th underwriter of securities accounts shall not participate in the stock inquiry, placing under network and Internet distribution.

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

    18th issuers and underwriters in price range and price determined after the CSRC filing separately and shall be published.

    19th issuer and underwriter shall not mislead investors during the promotion process, and must not interfere with the inquiry normally quote and purchase, not to disclose the latest updated prospectus issuer other than publicly available information, such as information on pitches may not have any false record, misleading statement or material omission. 20th 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.

    21st securities issued by listed companies, price can be determined by way of inquiry, can also be determined in consultation with the main underwriter offering price.

    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.

    Chapter III of securities available for sale 22nd 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.

    23rd 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. 24th issuer and underwriter should be placing shares to participate in networks of placing the inquiry object. Public offering of fewer than 400 million shares of stock, placing number does not exceed the total amount of the issue of 20%; public shares in more than 400 million shares of placing no more than placing left after issue number 50% to strategic investors.

    Inquiry shall undertake to obtain the network placing stock holding period is not less than 3 months, the holding period from the date of this public listing of shares calculation.

    This issue of shares to strategic investors, after the issue is completed without a holding period shall not be less than the number of shares 25% per cent of the shares.

    25th 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;

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

    (11) the recommended institutional investors managing underwriter independent securities investment account;

    (12) other securities investment products recognized by the China Securities Regulatory Commission. 26th 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.

    27th 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 28th 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. 29th underwriter of the inquiry should be objects and placement for verifying the registration of the object.

    An inquiry about any of the following circumstances shall not be placing stock:

    (A) did not participate in the preliminary 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.

    30th 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.

    31st for initial public offerings reached a certain scale, issuer and underwriter should be under Network placement and online distribution between 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 institutional investors participating in the offline purchase, purchase still insufficient, can recommend other syndicate investors net purchase.

    Article 32nd after the end of the preliminary inquiry, open 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 institutional investors, in the established net sale is valid for purchase is not enough 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. 33rd securities issued by listed companies, profit-sharing programmes, Provident Fund converted into share capital has not yet been submitted to the general meeting of shareholders to vote or by the shareholder vote, but not enforced, upon implementation of the programme should be issued.

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

    The 34th listed company to the shareholders equity (hereinafter referred to as the rights issue), shall apply to shareholders registered on shares registered, proportion and placement should be the same. 35th listed company shares exposed to specific objects (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.

    The 36th 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.

    37th article 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

    38th securities company before implementing the securities underwriting, issuance and underwriting programme should be submitted to the China Securities Regulatory Commission. 39th 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 methods.

    Non-public offering of shares of listed companies are not using their own sales or rights of listed companies should be used to sell. 40th 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.

    41st 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.

    42nd syndicate should be according to the underwriting agreement and the underwriting agreement subject to full underwriting activities shall not make false underwriting.

    Article 43rd underwriting agreement and signed after the underwriting agreement can be determined at the issue price.

    44th 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.

    45th 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.

    46th-related securities during the listed companies to issue securities to stop resumption arrangements shall comply with the relevant rules of the stock exchange.

    Underwriter shall be in accordance with the relevant provisions of huafu subscription funds frozen in time interest.

    47th 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. 48th 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.

    49th public issue of securities, the underwriter should be reported to the CSRC in the 10th after the listing of securities underwriting summary report prepared by summarizing instructions issued during and after the IPO performance, and provide the following documents:

    (A) the prospectus booklet;

    (B) the underwriting agreement and the underwriting agreement;

    (C) legal witness (limited to initial public offering);

    (D) the accounting firm capital verification report;

    (V) other documents requested by the CSRC.

    50th 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

    51st 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.

    52nd pedestrians and underwriter in the issue, disclose information shall be true, accurate and complete, and may not have any false record, misleading statement or material omission.

    53rd 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.

    54th 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.

    55th 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.

    56th issuer and underwriter announcements issue price and release when the price-earnings ratio, earnings per share shall be issued in the previous year audited by an accounting firm, non-recurring profit and loss before or after deduction of lower net profit calculated by dividing the total issued share capital. Provide a profit forecast of issuer disclosure should also complement of issuing earnings based on profit forecasts.

    Per-share earnings by release year audited by accounting firms, non-recurring profit and loss before or after deduction of lower net profit forecasts calculated by dividing the total issued share capital.

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

    57th 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.

    After the 58th non-public offering of new shares of listed companies should be required by the China Securities Regulatory Commission issued report preparation and disclosure.

    59th article of this issue before the listing of securities, issuer and underwriter should be preparation of disclosure documents as required by stock exchange and publicly announce it.

    Sixth chapter, supervision and penalties

    60th pedestrians, securities companies, securities services and inquiry objects in violation of the rules, the China Securities Regulatory Commission may order the rectification; directly responsible to the person in charge and other direct liable persons, can take regulatory talks, found to be not fit and proper administrative controls, recorded in the credit file and published.

    61st pedestrians, securities companies, securities services, inquiry and are directly responsible for the managers and other persons directly responsible for violation of laws, administrative regulations, or the rules 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.

    62nd securities company, one of the following acts, in addition to assume the liability under the securities laws, since the China Securities Regulatory Commission within 36 months from the date of its confirmation shall not participate in underwriting:

    (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 to purchase stocks;

    (C) the disclosure of information in the underwriting process any false record, misleading statements or material omissions.

    63rd securities company, one of the following acts, in addition to assume the liability under the securities laws, since the China Securities Regulatory Commission within 12 months from the date of its confirmation shall not participate in underwriting:

    (A) disclosure of securities issuance information in advance;

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

    (C) does not require the disclosure of information in the underwriting process;

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

    (V) violate the regulations written or published studies on investment value.

    64th issuers and underwriters to investors involved in the subscription of the contravention to provide financial assistance or compensation, the China Securities Regulatory Commission may be ordered to correct serious, warning, fine.

    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) within the last 12 months due to breaches of regulatory requirements regulatory talks to three or more;

    (C) fails to submit an annual summary report.

    The seventh chapter by-laws

    66th online distribution in these measures refers to securities issued by stock exchange technology systems.

    NET placements in these measures, is not through the stock exchange system, securities issued in force organized by the underwriter.

    67th other securities issuance and underwriting listed companies against these measures. 68th these measures shall come into force on September 19, 2006. Securities business institutions stock underwriting business management approach (card board sent [1996]18,), and on ban stock issued in the improper behavior of notification (card prison sent word [1996]21,), and on strongly stop stock issued in the overdraft, behavior of notification (card prison sent word [1996]169,), and on ban securities business institutions purchase himself underwriting stock of notification (card prison machine word [1997]4,), and On strengthening securities business institutions stock underwriting business regulatory work of notification (card prison institutions word [1999]54,), and on corporate placing stock about problem of notification (card prison issued word [1999]121,), and on stock listed arrangements about problem of notification (card prison issued word [2000]86,), and on securities business institutions stock underwriting business regulatory work of added notification (card prison institutions word [2000]199,), and Notice on IPO companies the company via the Internet (securities issued [, 2001]12) and on the initial public offering of stock pilot inquiry system notice on several issues (securities issued [2004]162) repealed simultaneously.