China Securities Regulatory Commission on the revision of the issuance examination Committee of China Securities Regulatory Commission decision approach

    (May 13, 2009 China Securities supervision Management Committee makes 62nd, announced since June 14, 2009 up purposes) a, and second article modified for: "China Securities supervision Management Committee (following referred to China SFC) established Board market issued Audit Committee (following referred to Board sent trial Board), and venture board market issued Audit Committee (following referred to venture board sent trial Board) and listed company merger restructuring Audit Committee (following referred to merger restructuring Board).

    "The Board Audit Committee, the establishment of the Committee (hereinafter the Committee) review Publisher applications for issuance of shares and convertible bonds and other securities approved by the China Securities Regulatory Commission issued applications (hereinafter referred to as applications for issuance of shares), these measures shall apply. "M the composition, duties and working procedures of the Committee separately.

    ”

    Second, sixth for: "Audit Committee members appointed by the China Securities Regulatory Commission professional and experts outside of China Securities Regulatory Commission, appointed by the China Securities Regulatory Commission. "Board members of the Porc was 25, some Committee members for the full-time position.

    Staff 5 of the China Securities Regulatory Commission, China Securities Regulatory Commission officers outside the 20. "Gem of the Committee members for 35, some Committee members for the full-time position.

    Staff 5 of the China Securities Regulatory Commission, China Securities Regulatory Commission officers outside the 30. "The convener of the Audit Committee is set.

    ” Increased, seventh paragraph, second paragraph: "member of the Board Audit Committee, the establishment of the Committee members and Board members shall not serve as the m.

    ”

    This decision shall take effect on June 14, 2009.

    The issuance examination Committee of China Securities Regulatory Commission procedures be revised according to this decision, republished.

    PS: the issuance examination Committee of China Securities Regulatory Commission approach (2009 revision)

    (May 8, 2006 Chairman of the China Securities Regulatory Commission, the 179th Office meeting, May 13, 2009, the China Securities Regulatory Commission on the modification of the issuance examination Committee of China Securities Regulatory Commission decided to approach the revision of)

    Chapter I General provisions

    First in order to guarantee that the stock issue implemented audit open, principles of fairness and justice, improve the quality and transparency of stock issuing, in accordance with the People's Republic of China relevant provisions of the securities laws, these measures are formulated.

    Second, China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) established the issuance examination Committee of the main Board (hereinafter Board Porc), gem issuance examination Committee (hereinafter referred to as the gem of the Audit Committee) and the Audit Committee of listed company mergers and (hereinafter referred to as m).

    Board Audit Committee, the establishment of the Committee (hereinafter the Committee) review Publisher applications for issuance of shares and convertible bonds and other securities approved by the China Securities Regulatory Commission issued applications (hereinafter referred to as applications for issuance of shares), these measures shall apply.

    M the composition, duties and working procedures of the Committee separately.

    Porc, in accordance with article III of the People's Republic of China securities law and the People's Republic of China company law and other laws and administrative rules and regulations and the provisions of the CSRC, issuers shares apply for documents and relevant functional departments of the China Securities Regulatory Commission audit report in the first instance.

    Porc applications for issuance of stock by vote vote audit opinion.

    The China Securities Regulatory Commission in accordance with the statutory conditions and procedures to be approved or not approved applications for issuance of shares decision.

    Fourth Porc, through the Audit Committee meeting (hereinafter referred to as the Porc meeting) to perform its duties.

    Fifth Committee made by the China Securities Regulatory Commission is responsible for the day-to-day management and the members of the Audit Committee's assessment and supervision.

    Chapter II composition of the Porc

    Members of the Sixth Committee by the CSRC professionals and experts outside the China Securities Regulatory Commission, appointed by the China Securities Regulatory Commission. Member of the Board Audit Committee for 25, some Committee members for the full-time position.

    Staff 5 of the China Securities Regulatory Commission, China Securities Regulatory Commission officers outside the 20. Gem Porc is 35 members, some Committee members for the full-time position.

    Staff 5 of the China Securities Regulatory Commission, China Securities Regulatory Commission officers outside the 30.

    Convener of the Porc is located.

    Article seventh Audit Committee members for a term of one year and may be reappointed, but continuously for a period of maximum of 3.

    Member of the Board Audit Committee, the establishment of the Committee members and Board members shall not serve as the m.

    Article eighth of the members of the Audit Committee shall meet the following conditions:

    (A) adhere to the principles, integrity, loyalty, in strict compliance with national laws and administrative rules and regulations;

    (B) familiar with the operations of securities, accounting and the relevant laws, administrative regulations and rules;

    (C) proficiency in the industry expertise, which has a high reputation in the field;

    (D) no offence, disciplinary records;

    (V) feel the need to meet other requirements of the China Securities Regulatory Commission.

    Nineth Porc Member has any of the following circumstances, the CSRC should be dismissed:

    (A) violation of laws, administrative rules and regulations and examines the issue of discipline;

    (B) in accordance with relevant regulations of the China Securities Regulatory Commission diligence due diligence;

    (C) my resignation;

    (D) more than 2 times fails to attend meetings of the Committee;

    (E) the CSRC examination concluded that it is not suitable for the members of the Audit Committee of other cases. The dismissal of the members of the Audit Committee are not affected by the expiry of the term limit.

    Porc members after the dismissal, the CSRC shall promptly select a new set of members of the Audit Committee.

    Chapter III responsibilities of Porc

    Tenth article sent trial Board of duties is: according to about legal, and administrative regulations and China SFC of provides, audit stock issued application whether meet related conditions; audit sponsor people, and accountants firm, and lawyer firm, and assets assessment institutions, securities service institutions and the related personnel for stock issued by issued of about material and the submissions; audit China SFC about functions sector issued of trial report; law on stock issued application proposed audit views.

    11th the Committee members present at Porc meeting in their personal capacity, shall perform their duties, the independent published an audit opinion and exercise their right to vote.

    12th Porc members through relevant functional departments of the CSRC access required to perform their duties and information relating to the issuer.

    Article 13th members of the Audit Committee shall comply with the following requirements:

    (A) attend meetings of the Committee according to the requirements, and diligence due diligence in the review;

    (B) State secrets and commercial secrets of the issuer;

    (C) shall not disclose the Porc Conference discussions, voting, and other relevant information;

    (D) may make use of the Committee as a member of or in the performance of duties by a non-public information, to benefit himself or any other person directly or indirectly;

    (E) shall not be issued to the applicant has an interest, shall not directly or indirectly accept applicants and issued the relevant units or individuals to provide gifts and other benefits such as money, goods and shall hold the approval of applications for the issuance of shares, issued in private and contact applicants and other relevant units or individuals;

    (Vi) shall not collude with other members of the Committee voting or inducing other Committee members to vote;

    (G) other relevant provisions of the CSRC.

    Article 14th members of the Audit Committee has an obligation to report to the CSRC through improper means to influence the issuer and other relevant units or individuals.

    Committee members review applications for issuance of shares made by the 15th file, any of the following circumstances, should be avoided in a timely manner:

    (A) Audit Committee members or their relatives served as directors of the issuer or sponsor (including independent directors, the same below), supervisors, managers, or other senior managers;

    (B) members of the Porc or were relatives, members of the Porc work unit where the issuer of the shares, which may affect the justice to perform his duties;

    (C) the Committee members or their work units in the past two years for the issuer to provide sponsor, underwrite, audit, evaluation, legal, consulting and other services, may hamper the justice to perform his duties;

    (D) Committee members or their relatives served as directors, supervisors, managers, or other senior management personnel of the company and the issuer or sponsor a competition relationship, identified which may affect the justice to perform his duties;

    (E) prior to the Committee session, and this review by issuers and other related units or individuals have contacted, may affect the justice to perform his duties;

    (Vi) recognized by the China Securities Regulatory Commission may have a conflict of interest or send the Committee members consider other circumstances that may affect their justice to perform his duties.

    Relatives mentioned in the preceding paragraph, refers to members of the Audit Committee's spouse, parents, children, siblings, spouse, parent, child, spouse, brother or sister of the spouse.

    16th pedestrians and other relevant units and individuals if they considered that the members of the Audit Committee their interests conflict or potential conflict of interest, which may affect the issuance examination Committee of Justice to perform his duties, can be submitted to the Audit Committee meeting when the IPO application documents, submitted to the China Securities Regulatory Commission require Committee members to avoid a written application and state the reasons.

    The CSRC on the issuer and other relevant units and individuals to submit written applications, decided to shy away from Committee members.

    Members of the Audit Committee after accepting the appointment made by the 17th, should undertake to abide by the China Securities Regulatory Commission on the members of the Audit Committee rules and discipline, earnestly fulfill their duties, accept the assessment and monitoring of the China Securities Regulatory Commission.

    The fourth chapter Committee meeting

    Section I General provisions

    18th Porc through the convening of the CRIC session for approval. Article 19th Porc Conference voting ballot. Set of votes agreed to yeas and NAYS, Porc Member may abstain.
Members of the Audit Committee should be justified in the votes during voting.

    Article 20th member of the Audit Committee should be based on legal provisions, administrative regulations, and the China Securities Regulatory Commission, combined with their own expertise, independent, objective and impartial manner to audit applications for issuance of shares. Committee members should adopt a prudent and responsible attitude, comprehensive review applications for issuance of shares of the issuer files and the China Securities Regulatory Commission about the report issued by the Department of first instance.

    At the time of audit, Audit Committee members should fill out the individual audit observations on the working papers:

    (A) the members of the Audit Committee in the first instance report drew attention to the Committee's attention issues and disagrees with the audit observations, should be submitted in the working papers on the related content basis, clear audit opinion;

    (B) members of the Committee that the first instance of Publisher drew attention to issues other than the issue, should be presented in the working papers with basis, clear audit opinion;

    (C) members of the Committee considered pending investigation by the issuer to verify and major problems affecting the judgment, shall be presented in the working papers of basis, clear audit opinion.

    Members of the Porc Porc should be according to the working papers of the Conference express their personal opinion, should also be under discussion, personal comments and record on the work papers.

    Porc in a full discussion of the Conference based on the formed the Conference audit observations on the applications for issuance of shares by the issuer and issuer of stock issue whether the application meets the conditions for voting.

    Article 21st convener of the Audit Committee in accordance with the relevant regulations of the China Securities Regulatory Commission is responsible for convening the Committee meeting, organizing Committee members to express their views, discuss, summarize Porc audit observations and the Organization have voted and so on.

    Porc after the meeting, Committee members should be made by the participants in the Conference records, audit comments, vote on Conference materials, such as signature, together with working papers.

    22nd Porc Convention applications for issuance of shares of the issuer before forming an audit opinion, ask representatives of the issuer and sponsor representative meeting statement and accept the Committee members asked.

    23rd Porc Convention applications for issuance of shares of the issuer is only performed once.

    Porc appears to validate comments and voting results are significantly different or Porc meeting voting results obviously unfair conditions, the China Securities Regulatory Commission can conduct an investigation, and shall make a decision of approval or disapproval.

    24th relevant functional departments of the CSRC is responsible for arranging the CRIC conferences, served on the auditing material from a Committee meeting to discuss the situation, and records, drafting Committee meeting minutes, keeping the archives, such as specific tasks. 25th Committee meeting, according to the audit work required, you can invite members of the Committee outside the meeting of industry experts to provide professional advice.

    Industry experts other than the members of the Audit Committee without the right to vote.

    26th plenary meeting of the Audit Committee shall meet at least once a year, to sum up the audit.

    Section II common procedure

    27th issuance examination Committee the Conference audit public issuance of shares by the issuer application for convertible corporate bonds approved by the China Securities Regulatory Commission and other public-offering application, apply the provisions of this section.

    28th relevant functional departments of the CSRC should be the 5th Committee meeting, meeting notices, applications for issuance of stock documents and relevant functional departments of the China Securities Regulatory Commission participants report members of the Audit Committee in the first instance, and list of issuer Audit Committee meeting, meeting time, issuers promise participants and Committee members list posted on the CSRC website. 29th Committee made by the participants in the meeting of the members of the Audit Committee for 7.

    Vote vote, agreed to vote up to 5 tickets for the passage, agreed to vote up to 5 tickets for failing. 30th Audit Committee the Committee found that there is a pending investigation to verify and major problems affecting the judgment shall be made in writing prior to the CRIC session proposal to suspend voting.

    Applications for issuance of the stock issuance examination Committee meeting first does need to suspend voting, agreed to vote up to 5 vote, the stock can be issued to hold the vote agree to vote up to 5 vote, Committee meetings to review the applications for issuance of shares under the normal procedure.

    Deferring the vote issue application submitted again at the Audit Committee meeting, in principle, by the original members of the Audit Committee the audit.

    Porc applications for issuance of shares of the issuer of the Conference deferred a vote only once.

    Article 31st Committee meeting after the vote on the applications for issuance of shares of the issuer, China Securities Regulatory Commission announced the voting result on the website.

    Porc Conference on applications for issuance of shares of the issuer's voting results and audit observations made by CSRC departments concerned should be employed by the issuer written feedback from sponsors. 32nd at the Committee meeting on applications for issuance of shares by the issuer before the vote until after the China Securities Regulatory Commission approved, the issuer and the IPO application documents submitted by inconsistent on major issues, China's relevant functional departments of the SFC may request the Committee meeting convened after the Audit Committee, to the issuer's stock issuance application files for review.

    After the matters the Audit Committee Audit Committee members will be made by the participants of the Conference audit applications for issuance of shares of the issuer's restriction.

    Section III special procedures

    33rd Porc the Conference audit non-public offering of shares of listed companies apply for other non-public offering of securities and China Securities Regulatory Commission approved applications, apply the provisions of this section.

    Article 34th relevant functional departments of the CSRC should be sent before the Committee meeting, meeting notices, applications for issuance of stock documents and relevant functional departments of the China Securities Regulatory Commission participants report members of the Audit Committee in the first instance. 35th attended the Committee meeting for 5.

    Vote agreeing votes reaches 3 votes by agreeing votes do not reached 3 votes to pass.

    36th Committee the Committee approved non-public offering of shares of listed companies apply for other non-public offering of securities and China Securities Regulatory Commission approved applications, shall proposes to suspend the vote.

    37th Committee made by the China Securities Regulatory Commission not to publish the Conference audit of issuer list, meeting time, the issuer letter of commitment, participants list of the members of the Audit Committee and the voting results.

    The fifth chapter Porc audit supervision over the work of Article 38th Committee made by the China Securities Regulatory Commission on the implementation of accountability system.

    Porc occurs of the Conference audit observations and results of the vote were significantly different, the China Securities Regulatory Commission to require that all Audit Committee members are made by the participants to explain and illustrate.

    39th Porc members who disobey 13th article, or to participate in the Committee meetings should be avoided and not withdrawal, other acts in violation of Porc work discipline, the CSRC shall according to the seriousness of the Audit Committee members are to be made by the relevant talk reminder, criticism, dismissal and other treatment.

    40th of the China Securities Regulatory Commission established the Committee the Committee is illegal, reports of disciplinary supervision mechanism.

    The clue report members of the Audit Committee is illegal, behavior, the CSRC should be investigated, according to the findings of the Audit Committee members are talking to be reminded, criticism, dismissal and so on; a suspected crime, the law transferred to judicial organs for handling.

    41st to issuance examination Committee of China Securities Regulatory Commission Article publicly on the criticism in the news media.

    Before the 42nd session of the Committee, there is evidence that issuers, other relevant entities or individuals directly or indirectly affected through improper means Porc members of the issuers shares apply for judgment, or otherwise interfere with the Committee members approved, the China Securities Regulatory Commission may suspend the concerned issuer's Audit Committee meeting.

    Applications for issuance of shares by the issuer through the CRIC session, there is evidence that issuers, other relevant entities or individuals directly or indirectly affected through improper means Porc members of the issuers shares apply for judgment, or otherwise interfere with the Committee members review, approved by the China Securities Regulatory Commission suspended; the circumstances are serious, the China Securities Regulatory Commission not to approve. 43rd sponsors employed by the issuer has an obligation to supervise the issuers to comply with the relevant provisions of these measures.

    Sponsors of inciting, assisting or participating in disturbances of Porc, in accordance with the relevant provisions of the CSRC at 3 months will not be accepted within the sponsor's recommendation.

    The sixth chapter supplementary articles 44th these measures shall come into force on May 9, 2006. The stock issuance examination Committee of China Securities Regulatory Commission interim measures (SFC, 16th) repealed simultaneously.