Initial Public Offering And Listing On The Gem Interim Measures For The Management Of

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

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Initial public offering and listing on the gem interim measures for the management of

    (March 31, 2009, China Securities Regulatory Commission announced as of May 1, 2009, 61st) Chapter I General provisions

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

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

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

    Fourth issuer information disclosure by law, must be true, accurate and complete, and may not have any false record, misleading statement or material omission.

    Article fifth sponsor and sponsor representative should be conscientious, honest, careful verification and assistance obligations seriously, and the documents issued by the responsible for the authenticity, accuracy and completeness of it.

    Article sixth for securities offering documents issued by security services and personnel, shall, in accordance with the industry-recognized business standards and ethics, strictly perform their statutory duties, and the documents issued by the responsible for the authenticity, accuracy and completeness of it.

    Article seventh gem should be established commensurate with the investors ' risk tolerance of investors access system, fully prompted the investment risk to the investor.

    Article eighth of China Securities Regulatory Commission (hereinafter "CSRC") approval of applications for initial public offering of shares of the issuer in accordance with law, issuers offering supervision and management.

    The stock exchanges shall formulate business rules, creating an open, fair and impartial market environment, ensuring normal operation of gem. Nineth CSRC based on the application documents provided by the issuer the issuer approved of the initial public offering of stock, does not show that its investments in the stock value, or make a substantial judgment or guarantees of return for investors.

    After the release of stocks shall be, changes in management and benefits for investment risks which could arise, by the investors themselves.

    Chapter II conditions

    Article tenth application for an initial public offering of shares of the issuer shall comply with the following conditions:

    (A) the issuer is legally established and continuous operation for more than three years, Ltd.

    A limited liability company according to original book fold unit net asset value changes for the limited, continuous operating time can be calculated from the date of the establishment of a limited liability company. (B) the last two years of continuous profit, today no less than 10 million yuan in net profit the last two years, and continued growth or profit the last year, and net profit of not less than 5 million Yuan, the most recent annual revenues of no less than 50 million Yuan, the past two years, revenue growth rate was not lower than 30%.

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

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

    (D) the total issued capital of not less than 30 million Yuan. 11th issuer's registered capital is paid, sponsors or shareholders for the property rights transfer of assets financed has been completed.

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

    12th pedestrians should be mainly engaged in a business, its production and management activities in accordance with provisions of laws and administrative rules and regulations and the articles of incorporation, in line with State industrial policies and environmental protection.

    13th issuer in recent two years, business directors, senior management and staff are without major changes, actual control does not change.

    Article 14th pedestrians should have sustained profitability, does not exist in the following situations:

    (A) the issuer's business model, product or service of the structures have been or will be undergoing significant changes, and the continued profitability of the issuer constitutes a material adverse effect;

    (B) the issuer or issuer has been or will be undergoing significant changes in the operating environment of the industry, and the continued profitability of the issuer constitutes a material adverse effect;

    (C) the issuer of trademarks, patents, proprietary technology, franchising and other important assets or technology made or there is a significant adverse change in risk;

    (D) the issuer in recent one year of operating income or net profit about related-party or customer with significant uncertainty of material dependence;

    (E) the issuer's net profit last year, mainly from outside the scope of the consolidated financial statements of investment income;

    (Vi) other potentially significant adverse impact on the continued profitability of the issuer 15th the issuer pay taxes according to law, enjoying the tax benefits in line with the provisions of relevant laws and regulations.

    The issuer's operating results relies heavily on tax breaks do not exist.

    16th an issuer risk there are no significant debt, not affecting continuing operations guarantee, major contingencies such as litigation and arbitration.

    17th an issuer's equity clearly, controlling shareholders and the controlling shareholder, actual control of man being in control of the issuer held by the shareholder of shares there are no significant dispute. 18th issuer assets, personnel, financial, institutional and business independence, with a complete business operation system and directly facing the market the ability to operate independently.

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

    19th an issuer that has a sound corporate governance structure, according to law, improve the general meeting of shareholders, Board of Directors, Board of supervisors and independent directors, Secretary of the Board of Directors, audit committees, relevant institutions and personnel to perform their duties according to law.

    20th issuer accounting work specification, preparation of financial statements in accordance with accounting standards for business enterprises and relevant provisions of the accounting system, present fairly in all material respects to reflect the issuer's financial position, operating results and cash flows, and no qualified audit reports issued by the CPA.

    21st integrity of the issuer's internal control system and are effectively implemented, can reasonably ensure the company's financial reporting reliability, legitimacy, efficiency and effectiveness of the operation of production and operation, and issued by the certified public accountant conclusion internal control attestation report without reservation.

    22nd an issuer with a strict financial management system, there is no funds had been controlling shareholder, actual control and the control of other companies to borrow money, compensation liabilities, advances by, or otherwise occupied.

    23rd issuer's articles of Association have been explicitly guarantee approval and consideration process, does not exist for the controlling shareholder, actual control of people for illegal guarantee by other companies under their control.

    24th an issuer's directors, supervisors and senior managers stock issuing and listing of relevant laws and regulations, is aware of a listed company and its directors, supervisors and senior management staff of statutory duties and responsibilities.

    25th an issuer's directors, supervisors and senior managers should be faithful and diligent, possess qualifications stipulated by laws, administrative regulations and rules, and does not exist in the following situations:

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

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

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

    26th issuers and their controlling shareholder, actual control within the last three years without damaging the interests of investors and major violations and social and public interests.

    The issuer and its controlling shareholder, actual control does not exist within the last three years without legal authority, openly or in disguised form public offering securities without authorization, or related offences took place three years ago, but is still in a State of continuous. 27th issuers raise funds to be used for business, and have a clear purpose.

    Raise funds and investment projects should be the issuer of the existing scale of production and operation management, financial status, technical capability and ability to adapt.

    28th pedestrians shall establish special storage system to raise funds, raise funds shall be deposited in the special account of Board decisions.

    Chapter III issuance procedure

    29th Board of Directors of the issuer should be the law of this stock issue specific programme, the feasibility of capital raised by resolutions and other matters must be clarified, and drew attention to the general meeting of shareholders for approval.

    30th General meeting of the issuer the shares should be resolution, the resolution shall at least include the following:

    (A) the types and quantities of stock;

    (B) issue;

    (C) the price range or pricing methods;

    (D) Fund-raising purposes;

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

    (F) the resolution is valid;

    (G) authorized on board to handle the issues of specific matters;

    (H) other matters must be clarified.

    31st pedestrians should be made in accordance with relevant regulations of the China Securities Regulatory Commission documents by sponsor and sponsor report to the CSRC. Article 32nd sponsors sponsors offering and listing on the gem of the issuer, issuer should be the growth of due diligence and prudent judgement and issue special opinions.

    Issue of human enterprise of independent innovation should also be specific comments in the independent innovation ability of the issuer.

    Article 33rd after the China Securities Regulatory Commission receives the application documents, in making admissibility decisions within five working days.

    Article 34th after the China Securities Regulatory Commission accepts applications from relevant functional departments of the issuer's application at first instance, and released by gem Review Committee.

    Article 35th of China Securities Regulatory Commission in accordance with the issuer's issuance application to be approved or not approved by the decision, and provide the related documents.
Issuer shall, within six months from the date approved by the China Securities Regulatory Commission issued shares; unreleased for more than six months, authorization failure, and approved by the China Securities Regulatory Commission has to be replaced before the release.

    Article 36th release apply for approval to the stock offering before the end of a major, the issuer shall stay or suspension, and timely reports to the CSRC, and fulfilment of disclosure obligations.

    Fail to comply with the terms of issue, the China Securities Regulatory Commission to withdraw the approval decision.

    37th stock issuance application has not been approved, issuers may not approved since the CSRC decided shares again after six months from the date of application.

    The fourth chapter information disclosure

    Article 38th pedestrians shall, in accordance with relevant regulations of the China Securities Regulatory Commission presentation and disclosure prospectus. 39th set by CSRC the gem prospectus content and format standards are minimum requirements for information disclosure.

    Whether or not guidelines have clearly defined, information for investors to make investment decisions have a significant impact, should be disclosed. 40th pedestrians should feature prominently in the prospectus the following prompts: "after the issuance of the shares to be listed on the growth enterprise market, the market has a high investment risk. Gem company has earnings instability, high risk, risk characteristics, such as delisting, larger market risks to investors. Investors should be fully aware of the gem of investment risk and the risk factors disclosed by the company, to make a prudent investment decisions.

    ” 41st issuers and their directors, supervisors and senior management officers shall sign the prospectus, seal, ensure that prospectus is true, accurate and complete.

    Sponsor and sponsor representative of the prospectus should be the authenticity, accuracy, integrity verified, and signature and seal on the verification opinion.

    Issuer's controlling shareholder, actual control of the prospectus should be issued confirmation and signature and seal. 42nd article referenced in the prospectus financial statements within six months after the deadline on its latest issue is valid. Special cases, issuers may apply for appropriate extension, but not more than one month.

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

    Article 43rd prospectus shall be valid for six months, since the China Securities Regulatory Commission approved the prospectus before the last date on which the signing. 44th application documents, the issuance of audit before the Audit Committee after accepting, the issuer shall on the CSRC website pre-disclosed prospectus (Declaration draft).

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

    Article 45th pre-disclosed prospectus (Declaration draft) may not contain stock price information. Issuer shall on the pre-disclosed prospectus (Declaration draft) statement in a prominent position: "the company's application has not been approved by the China Securities Regulatory Commission issued. The prospectus (Declaration draft) does not have the legal effect of the issued shares, for pre-disclosed purposes only. Investors should notice in the official prospectus as a basis for investment decisions.

    ”

    46th issuers and their directors, supervisors and senior management officers shall ensure the pre-disclosed prospectus (Declaration drafts) is true, accurate and complete.

    47th shares issued by the issuer shall be designated by the CSRC website published the full text in the prospectus, and designated by the CSRC press published informational bulletin, published to inform them of the Internet address and the way to get the file.

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

    48th article issued by the sponsor's sponsor, securities issued by service authorities, files and other important documents should be considered as relating to the issue prospectus available for inspection, designated by the CSRC website and company websites.

    49th prospectus and pedestrians shall be available for inspection under article five issuers to be listed stock exchanges, sponsors, underwriters and other underwriters of shelter, for inspection by the public.

    50th after accepting the application files to the issuer to apply for CSRC approval before published, according to the prospectus, the issuer and the associated parties shall not be advertising, presentations for the public offering of shares by way of publicity.

    Fifth regulatory and legal liability

    51st characteristics should be established for the gem of the stock exchange listing, trading and delisting system, urged sponsors to perform continuous supervision obligations for acts in violation of relevant laws, regulations and rules of the exchange business, appropriate regulatory measures can be taken.

    52nd characteristics should be established for the gem of the stock exchange market risk warning and continued investor education system, urge issuers to establish and improve protection of investors rights system and internal control system to prevent and redress violations. 53rd article issued people to China SFC submitted of issued application file has false records, and misleading sex statement or major missed of, issued people not meet issued conditions to cheat means cheat issued approved of, issued people to not due means interference China SFC and issued Audit Committee audit work of, issued people or its Director, and prison thing, and senior management personnel, and holding shareholders, and actual control people of signature, and sealed Department forged or variable made of,

    The issuer and the issue relating to the breach of publicity for the public offering of shares as provided herein, CSRC will terminate the audit within 36 months and does not accept applications for issuance of shares of the issuer regulations, and punished in accordance with the relevant provisions of the securities laws.

    54th article sponsor people issued has false records, and misleading sex statement or major missed of issued sponsor book of, sponsor people to not due means interference China SFC and issued Audit Committee audit work of, sponsor people or its related signature personnel of signature, and sealed Department forged or variable made of, or not perform other statutory duties of, in accordance with securities method and sponsor system of about provides processing.

    55th article securities service institutions not diligent due diligence, by making, and issued of file has false records, and misleading sex statement or major missed of, China SFC will take 12 months within not accept related institutions issued of securities issued special file, 36 months within not accept related signature personnel issued of securities issued special file of regulatory measures, and in accordance with securities method and the other related legal, and administrative regulations and regulations of provides for punishment.

    56th article sent pedestrian, and sponsor people or securities service institutions making or issued file not meet requirements, unauthorized changes has submitted file of, or refused to replies China SFC audit proposed of related problem of, China SFC will depending on plot weight, on related institutions and responsibility personnel take regulatory talk, and ordered corrected, regulatory measures, remember into integrity archives and announced; plot special serious of, give warning.

    57th issuers disclose earnings forecasts, profit does not meet the profit forecasts of a 80%, except for force majeure, its legal representative, earnings forecast review report signature certified public accountant shall, in General and designated by the CSRC website, offer an open explanation and apology on the press; the China Securities Regulatory Commission warned against legal representatives.

    Profit does not meet the profit forecasts of a 50%, except for force majeure, within 36 months of the CSRC do not accept an application for the public offering of securities of the company.

    The sixth chapter supplementary articles 58th article this way come into force on May 1, 2009.

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