Administrative Measures On Securities Issuance And Underwriting

Original Language Title: 证券发行与承销管理办法

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(Released September 17, 2006, the China Securities Regulatory Commission, the 37th since September 19, 2006) Chapter I General provisions article in order to standardize the securities issuance and underwriting, 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.
    Fourth the CSRC monitor administration of securities issuance and underwriting practices.
    Fifth chapter two requests for quotations and pricing for initial public offerings, 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 institutional investors and qualified foreign institutional investors, as well as other institutional investors recognized by the China Securities Regulatory Commission.
    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.
    Seventh article inquiry object should meet following conditions: (a) law established, recently 12 months not for major illegal violations behavior was related regulatory sector give administrative punishment, and take regulatory measures or by criminal punishment; (ii) law can for stock investment; (three) credit records good, has independent engaged in securities investment by required of institutions and personnel; (four) has sound of internal risk assessment and control system and can effective implementation, risk control index meet about provides;
    (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. Eighth article following institutions investors as inquiry object except should meet seventh article provides of conditions outside, also should meet following conditions: (a) securities company by approved can business securities proprietary or securities assets management business; (ii) trust and investment companies by related regulatory sector again registration has full two years, registered capital not below 400 million Yuan, recently 12 months has active of securities market investment records; (three) financial company established 2 years above, registered capital not below 300 million Yuan,
    Last 12 months active stock market records. 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. 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 article writing investment value research reports must comply with the following requirements: (a) independent and prudent, objective (ii) reference information is true, accurate and complete, and shall indicate the source of authority; (c) the assessment of the issuer's industry has the consistency and coherence of and (iv) no false record, misleading statements or material omissions.
    12th article investment value research report should on effect issued people investment value of factors for full analysis, at least including following content: (a) issued people of industry classification, and industry policy, issued people and main competition who of compared and in industry in the of status; (ii) issued people business status and development prospects analysis; (three) issued people profit capacity and financial status analysis; (four) issued people raised funds investment project analysis; (five) issued people and industry can than listed company of investment value compared;
    (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.
    14th initial public offering of shares are listed on the SME Board, 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 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.
    Issuer and the underwriter stop restart the issue after issue shall be promptly reported to the CSRC.
    17th inquiry should follow independent, objective, and the principle of good faith and reasonable offer, consultations shall not offer or artificially raise prices.
    18th main underwriters 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.
    19th issuers and underwriters in price range and price determined after the CSRC filing separately and shall be published.
    20th issuer and underwriter shall not mislead investors in the referral process, must not disturb 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. 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 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 initial public offering of shares of stock available for sale at the 23rd article in the more than 400 million shares, 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. 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. 26th article stock placing object limited to following category: (a) by approved raised of Securities Investment Fund; (ii) National Social Security Fund; (three) securities company securities proprietary account; (four) by approved established of securities company collection assets management plans; (five) trust and investment companies securities proprietary account; (six) trust and investment companies established and has to related regulatory sector perform report program of collection trust plans; (seven) financial company securities proprietary account; (eight) by approved of insurance company or insurance assets management public Division of securities investment account; (IX) management of securities investment by qualified foreign institutional investors accounts; (j) in the enterprise annuity Fund of the relevant regulatory authorities, (11) recognized by the China Securities Regulatory Commission and other securities investments.
    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.
    Fixed price offering after the preliminary inquiry, when net placement under the effective purchase is greater than the total net quantity, should be valid for all requisitions for the same placements. 30th article primary underwriters of the inquiry should be objects and placement for verifying the registration of the object.
    On has following case one of of inquiry object shall not placing stock: (a) not participation preliminary inquiry; (ii) inquiry object or stock placing object of name, and account information and China Securities Industry Association registration of inconsistent; (three) not in provides time within quotes or full allocated purchase funds; (four) has evidence showed that in inquiry process in the has illegal violations or violation integrity principles of case.
    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 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. 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.
    Fourth chapter 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 2 or more joint lead underwriter of securities companies, all served as underwriter of the securities companies should share lead responsibility for fulfilment of the 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 provisions of the underwriting agreement to underwrite 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 article public issued securities of, main underwriting business should in securities listed Hou 10th within to China SFC reported prepared underwriting summary report, summary description issued during of basic situation and the shares listed Hou of performance, and provides following file: (a) raised manual booklet; (ii) underwriting agreement and the underwriting mission agreement; (three) lawyer witness views (limited to first public issued); (four) Accountants firm inspection funding report; (five) China SFC requirements of other file.
    50th article listed company non-public issued stock of, issued people and main underwriting business should in issued completed Hou to China SFC submitted following file: (a) issued situation report book; (ii) main underwriting business on this times issued process and subscription object collection rules sex of report; (three) issued people lawyer on this times issued process and subscription object collection rules sex of witness views; (four) Accountants firm inspection funding report; (five) China SFC requirements of other file.
    Fifth chapter information disclosure article 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.
    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 article 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 article securities company has following behavior one of of, except bear People's Republic of China Securities method provides of legal responsibility outside, since China SFC confirmed of day up 36 months within shall not participation securities underwriting: (a) underwriting without approved of securities; (ii) in underwriting process in the, for false or misleading investors of advertising or other publicity promotion activities, to not due means induces others purchase stock; (three) in underwriting process in the disclosure of information has false records, and misleading sex statement or major missed.
    63rd article securities company has following behavior one of of, except bear People's Republic of China Securities method provides of legal responsibility outside, since China SFC confirmed of day up 12 months within shall not participation securities underwriting: (a) ahead of leak securities issued information; (ii) to not due competition means attract underwriting business; (three) in underwriting process in the not by provides disclosure information; (four) in underwriting process in the of actual operation and submitted China SFC of issued programme inconsistent;
    (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 as provided herein, (ii) within the last 12 months due to breaches of regulatory requirements regulatory talks to more than 3 times, (iii) fails to submit an annual summary report.
    Seventh chapter supplementary articles article 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.

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