Administrative Measures On Securities Issuance Of Listed Companies

Original Language Title: 上市公司证券发行管理办法

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Get a Day Pass for only USD$9.99.
(May 6, 2006 order of China Securities Regulatory Commission released 30th come into force effective May 8, 2006) Chapter I General provisions article in order to standardize the securities of listed companies, protecting the legitimate rights and interests of investors and the public interest, pursuant to the Securities Act, the company law these measures are formulated.
    Article listed companies seeking to invest in securities issued in the territory, these measures shall apply.
    The securities mentioned in these measures, refer to the following securities: (a) the shares, (ii) convertible bonds (c), China Securities Regulatory Commission (hereinafter "CSRC") recognized the other varieties.
    Article listed companies to issue securities, non-public offering of a specific object, or non-public offerings to a specific object.
    Fourth listed company issuing securities, must be true, accurate, complete, timely and fair disclosure or provision of information, without any false record, misleading statement or material omission. Article fifth approved by the China Securities Regulatory Commission on securities of listed companies, does not show that its investment in the securities value or profit for the investor's substantive judgement or guarantee.
    Caused by changes in listed companies and benefits of investment risk by investors who subscribe for securities on their own responsibility.
    Second chapter public issued securities of conditions first section General provides sixth article listed company of organization institutions sound, and run good, meet following provides: (a) company articles legal effective, shareholders Assembly, and Board, and Board of supervisors and independent director system sound, can law effective perform duties; (ii) company internal control system sound, can effective guarantee company run of efficiency, and legal collection rules sex and financial report of reliability; internal control system of integrity, and rationality, and effectiveness not exists major defects;
    (Three) current Director, and prison thing and senior management personnel has served qualification, can faithful and diligent to perform positions, not exists violation company law 148th article, and 149th article provides of behavior, and recently 36 months within not by had China SFC of administrative punishment, and recently 12 months within not by had securities exchange of public condemned; (four) listed company and holding shareholders or actual control people of personnel, and assets, and financial separate, institutions, and business independent, can independent business management;
    (E) there is no violation in the last 12 months providing security. Seventh listed company's profitability with sustainability, comply with the following requirements: (a) the last 3 fiscal years, continuous profits. Deduction non-regular profit and loss Hou of net profit and deduction Qian of net profit compared, to low who as calculation according to; (ii) business and profit source relative stable, not exists serious rely on Yu holding shareholders, and actual control people of case; (three) existing main business or investment direction can sustainable development, business mode and investment plans sound, main products or service of market prospects good, industry business environment and market needs not exists reality or can foreseen of major adverse changes; (four) senior management personnel and core technicians stable
    , Recently 12 months within not occurred major adverse changes; (five) company important assets, and core technology or other major interests of made legal, can continued using, not exists reality or can foreseen of major adverse changes; (six) not exists may serious effect company continued business of guarantees, and litigation, and arbitration or other major matters; (seven) recently 24 months within had public issued securities of, not exists issued when business profit than last year declined 50% above of case. Eighth article listed company of financial status good, meet following provides: (a) accounting based work specification, strictly followed national unified accounting system of provides; (ii) recently 3 years and the a period financial report not was registered Accountants issued retained views, and denied views or cannot said views of audit report; was registered Accountants issued with stressed matters paragraph of no retained views audit report of, by involved of matters on issued people no major adverse effect or in issued Qian major adverse effect has elimination; (three) assets quality good. Bad assets are insufficient to significant adverse impact on the company's financial condition; (iv) the operating results, cash flow properly.
    Operating income and costs confirm strictly follow state regulations on accounting standards for business enterprises, last 3 years assets impairment provision for full, there is no manipulation of results of operations; (e) the last 3 years to cash or stock distribution of cumulative profit not less than the last 3 years the average annual distributable profits to 20%.
    Nineth article listed company recently 36 months within financial accounting file no false records, and not exists following major violations: (a) violation securities legal, and administrative regulations or regulations, by China SFC of administrative punishment, or by criminal punishment; (ii) violation business, and tax, and land, and environmental, and customs legal, and administrative regulations or regulations, by administrative punishment and plot serious, or by criminal punishment; (three) violation national other legal, and administrative regulations and plot serious of behavior. Tenth article listed company raised funds of amounts and using should meet following provides: (a) raised funds amounts not over project need volume; (ii) raised funds uses meet national industry policy and about environmental protection, and land management, legal and administrative regulations of provides; (three) except financial class enterprise outside, this times raised funds using project shall not for holds trading sex financial assets and can for sold of financial assets, and take to others, and delegate financial, financial sex investment,
    Shall not directly or indirectly invest in the trading of securities as the main business of the company and (iv) after the implementation of investment projects, not with controlling shareholders or actual control of competition or affecting the independence of the company and (v) establishment of special storage system to raise funds, raise funds must be deposited in the special account of the company's Board of Directors decided.
    11th article listed company exists following case one of of, shall not public issued securities: (a) this times issued application file has false records, and misleading sex statement or major missed; (ii) unauthorized change last public issued securities raised funds of uses and not for corrected; (three) listed company recently 12 months within by had securities exchange of public condemned; (four) listed company and holding shareholders or actual control people recently 12 months within exists not perform to investors made of public commitment of behavior;
    (E) the listed company or its directors, officers, for alleged crimes by judicial organs investigation or suspected violation investigation by CSRC (vi) serious damage to the legitimate rights and interests of investors and the public interest in other circumstances.
    Second section issued stock 12th article to original shareholders placing shares (referred to "rights issue"), except meet chapter first section provides outside, also should meet following provides: (a) intends placing shares number not over this times placing shares Qian equity total of 30%; (ii) holding shareholders should in shareholders Assembly held Qian public commitment recognize distribution shares of number; (three) used securities method provides of sell way issued.
    Does not fulfil the commitments recognized distribution of shares of controlling shareholders or sell the expiry, quantity does not meet the proposed placement of the original shareholder stock subscription number 70%, the issuer shall, in accordance with the offering price and adding interest on bank deposits return sale by shareholders. 13th public share offer to a specific object (referred to as "SEO"), except as provided in section I of this chapter, but should also meet the following requirements: (a) the last 3 fiscal years the weighted average return on equity average of not less than 6%.
    Deduction non-regular profit and loss Hou of net profit and deduction Qian of net profit compared, to low who as weighted average net worth returns rate of calculation according to; (ii) except financial class enterprise outside, recently a final not exists holds amount larger of trading sex financial assets and can for sold of financial assets, and take to others payments, and delegate financial, financial sex investment of case; (three) issued price should not below announcement offering letter of intent Qian 20 a day company stock ASP or Qian 1 a day of ASP. Section III released 14th public issuance of convertible bonds convertible bonds of the company, should adhere to section I of this chapter provided, shall comply with the following provisions: (a) the last 3 fiscal years the weighted average return on equity average of not less than 6%.
    After deducting the non-recurring profit and loss net profit compared with a net profit before the deduction, as low as calculated on the basis of the weighted average return on equity, (ii) the cumulative balance of corporate bonds of issue more than recent closing net assets 40%; (c) the last 3 fiscal years achieving average annual distributable profits less than interest on corporate bonds 1.
    Convertible bonds referred to in the preceding paragraph, refers to the distribution company issued according to law, during a certain period according to the agreed conditions of bonds can be converted into shares of the company.
    15th period of a minimum of 1 year of convertible bonds, a maximum of 6 years.
    16th convertible bonds each with a face value of 100 Yuan.
    Convertible corporate bond interest rate by issuing company determined in consultation with the underwriter, but must comply with the relevant provisions of the State.
    17th public issuance of convertible corporate bonds, credit rating agencies shall entrust a qualified credit rating and track rating.
    Credit rating agency announcement track rating reports at least once a year.
    18th a listed company shall within 5 working days after the expiry of convertible bond completed matters of balance of the bond principal and interest.
    19th public issuance of convertible bonds shall stipulate the ways to protect rights of the bond holders, as well as the rights of bondholders meeting, procedures and conditions for the entry into force of the resolution. One of the following matters, shall convene a meeting of bond holders: (a) intends to change conventions of the prospectus; (b) the issuer fails to pay the principal and interest, and (iii) the issuer to reduce capital, merger, Division, dissolution or bankruptcy; (d) a guarantor or significant changes in the Security (v) other matters affecting the major interests of the bondholders.

    20th public issuance of convertible bonds, guarantees should be provided, but a final audited except no less than RMB 1.5 billion yuan of net assets of the company.
    To provide security, and shall provide full guarantees, guarantees including the principal amount and the interest thereof, default fine, compensation for damage and expenses for enforcing the claim. To guarantee the guarantee, shall be the joint and several liability guarantee and guarantor's most recent audited net assets shall not be less than the total external guarantee amount.
    Securities company or a listed company shall not issue convertible bond guarantors, but except for the listed commercial banks. Mortgage or pledge, mortgage or pledge the property valuation shall be not less than the guaranteed amount.
    Shall be approved by the qualified valuation of the assets Evaluation Agency.
    21st from the date of completion of the issuance of convertible bonds the 6 months before can be converted to shares, convertible corporate bonds into shares by the company under the term of duration and determination of the company's financial position.
    Bond holders to convert stock or not to convert the stock have the right to choose, and the equity shareholders of the company the next day.
    22nd conversion price shall not be lower than 20 trading days the company's stock prospectus bulletin trading price and the average price of 1 day before.
    Conversion price referred to in the preceding paragraph refers to the conversion of convertible bonds prospectus prior agreement the price paid for each share.
    Article 23rd prospectus may agree to call provisions, listed companies according to the prior agreement of conditions and price have not been conversion of convertible bonds.
    24th prospectus may agree to sell back clauses requiring bondholders according to the prior agreement of the conditions and prices to sell bonds back to listed companies.
    Prospectus should be agreed, change announcements of listed companies to raise funds, giving bondholders a right back. 25th prospectus shall stipulate the principle and way of adjustment of conversion price.
    After the issuance of convertible debentures, due to rights issues, offerings, stock, dividends, Division and other causes changes in the shares of listed companies, should also adjust the conversion price. Article 26th prospectus amendments agreed to the conversion price down, shall, while the contract: (a) the conversion price correction scheme shall be submitted to the general meeting of the company to vote, and subject to 2/3 per cent of the votes held by shareholders attending the meeting agreed.
    Shareholders ' vote, holders of convertible bonds of the company shareholders shall withdraw; (b) the revised conversion price is not lower than the general meeting provided for in the preceding paragraph 20 trading days the company's stock price and the average price of 1 day before.
    27th publicly listed companies to issue stock options and separate trading of convertible corporate bonds ("separate trading of convertible bonds").
    Issued separation trading of can conversion company bonds, except meet chapter first section provides outside, also should meet following provides: (a) company recently a final by audit of net worth not below Yuan 1.5 billion yuan; (ii) recently 3 a fiscal year achieved of annual can distribution profit many Yu company bonds 1 years of interest; (three) recently 3 a fiscal year business activities produced of cash flow net amount average many Yu company bonds 1 years of interest, meet this approach 14th article subsection (a) items provides of company except;
    (D) the cumulative balance of corporate bonds of issue more than recent closing net assets 40%, with rights after all the exercise are expected to raise the total amount does not exceed the proposed issuance of corporate bonds.
    28th separate trading of convertible bonds shall apply for publicly traded securities listed on stock exchanges.
    Separation of convertible bonds in the corporate bond and stock separately in accordance with stock exchange listing requirements, should be listed separately.
    29th separate trading of convertible bonds the minimum period is 1 year.
    The face value of the bonds, interest rates, credit rating and repay principal and interest, debt protection apply the provisions of article from 16th to 19th of this approach.
    Article 30th issue of separate trading of convertible bonds, the issuer provides security, apply the provisions of article 20th second to fourth paragraphs.
    Article 31st of traded warrants, warrant agreement shall include the exercise price, the surviving elements of the period or vesting date, exercise period, exercise.
    32nd warrants, the exercise price shall not be lower than advertising prospectus 20 trading days the company stock price and the average price of 1 day before.
    Article 33rd warrants during the period of no more than corporate bonds, not less than 6 months from the date of completion of the issuance.
    Announcement of prospectus warrant duration may not be adjusted.
    Article 34th since the completion of the issuance of warrants for at least 6 months the vesting, exercise period for acquired prior to the expiration of the period or within the duration of a specific session.
    35th separation of convertible bonds prospectus shall be specified, change announcements of listed companies to raise funds, giving bondholders a right back.
    Chapter III conditions for non-public offering 36th article of the regulation of non-public offering, refers to the use of publicly listed companies, issuing shares to a specific object.
    37th article of non-public offering a particular object shall comply with the following provisions: (a) specific objects in accordance with the conditions prescribed by resolution of shareholders, (ii) issuance of objects does not exceed 10.
    Issue for the foreign strategic investors, shall be subject to prior approval of the relevant departments under the State Council. 38th article listed company non-public issued stock, should meet following provides: (a) issued price not below pricing benchmark recently 20 a day company stock ASP of 90%; (ii) this times issued of shares since issued end of day up, 12 months within shall not transfer; holding shareholders, and actual control people and control of Enterprise subscription of shares, 36 months within shall not transfer; (three) raised funds using meet this approach tenth article of provides; (four) this times issued will led to listed company control right occurred changes of,
    Should also be consistent with the other provisions of the China Securities Regulatory Commission. 39th article listed company exists following case one of of, shall not non-public issued stock: (a) this times issued application file has false records, and misleading sex statement or major missed; (ii) listed company of interests was holding shareholders or actual control people serious damage and yet elimination; (three) listed company and subsidiary company violations foreign provides guarantees and yet lifted; (four) current Director, and senior management personnel recently 36 months within by had China SFC of administrative punishment, Or denounced by the public stock exchange in the last 12 months; (e) the listed company or its directors and senior managers for alleged crimes by judicial organs investigation or suspected violation investigation by CSRC (vi) last year and financial statements were issued by the certified public accountant with a reservation, negative opinions or unable to express a view of audit reports.
    Reservations, denial or unable to express a view as it relates to matters of significant impact has been eliminated except for or the issue will involve major restructuring of; (g) serious prejudice to the interests of investors and the public interest in other circumstances.
    Fourth chapter program 40th applications for listed companies issued securities issued and decisions to the Board of Directors shall, in respect of the following matters, and drew attention to the general meeting of shareholders for approval: (a) the Securities issue programme, (ii) the proceeds of a feasibility report, (iii) the previous report on the use of funds raised, and (iv) other matters must be clarified.
    41st article shareholders Assembly on issued stock made of decided, at least should including following matters: (a) this times issued securities of type and number; (ii) issued way, and issued object and the to original shareholders placing of arrangements; (three) pricing way or price interval; (four) raised funds uses; (five) resolution of validity; (six) on board handle this times issued specific matters of authorized; (seven) other must clear of matters.
    42nd article shareholders Assembly on issued can conversion company bonds made of decided, at least should including following matters: (a) this approach 41st article provides of matters; (ii) bonds interest rate; (three) bonds term; (four) guarantees matters; (five) back sale terms; (six) debt coupon of term and way; (seven) turned unit period; (eight) turned unit price of determine and amendment.
    43rd article shareholders Assembly on issued separation trading of can conversion company bonds made of decided, at least should including following matters: (a) this approach 41st article, and 42nd article subsection (ii) items to subsection (six) items provides of matters; (ii) recognize unit warrants of line right price; (three) recognize unit warrants of acquired term; (four) recognize unit warrants of line right during or line right day. 44th General meeting resolution on issuance of securities matters, must be approved by the 2/3 of the votes held by shareholders attending the meeting adopted.
    Specific to the company's shareholders and its associated persons of securities issued, when shareholders vote on the proposal, affiliated shareholders should be avoided.
    Convening of the general meeting of shareholders in listed companies issuing securities matters, network or by other means should be provided to facilitate the shareholders to participate in general meeting of shareholders.
    45th listed companies issuing securities to the public or non-public offering of new shares, should be determined by sponsor, sponsor, and to report to the CSRC.
    Sponsor shall, in accordance with relevant regulations of the China Securities Regulatory Commission prepare and submit applications for issuance of documents. 46th CSRC audit of securities issued in accordance with the following procedures apply: (a) upon receipt of the application documents, within 5 working days to decide whether to accept, (ii) after the China Securities Regulatory Commission acceptance, the application file at first instance and (iii) issuance examination Committee on the examination of the application documents, (iv) the CSRC makes the decision to approve or not to approve.

    47th from the date of issue approved by the China Securities Regulatory Commission, listed companies issued securities shall, within 6 months; not released for more than 6 months, authorization failure, and approved by the China Securities Regulatory Commission has to be replaced before the release. Significant matters in the 48th before securities issued by listed companies, should efforts to issue, and to promptly report to the CSRC.
    Material impact on the matter on the condition of this release, application for issuing securities should be reconsidered after the China Securities Regulatory Commission for approval.
    49th securities issued by listed companies, should consist of securities company; closed share issue in issue are part of the original top 10 shareholders, by the listed company's own sales.
    50th stock issuance application has not been approved by the company, since the China Securities Regulatory Commission to make decisions that are not approved for 6 months after the date, may submit applications for issuance of securities again.
    51st fifth chapter information disclosure of listed companies to issue securities, should be in accordance with the prescribed procedure, content and format of the CSRC, preparing initial public offering securities statement or other disclosure document, perform his duty to disclose the information.
    52nd listed company should ensure investors timely, full and fair access to the statutory disclosure information, information disclosure documents using text should be simple, straightforward and easy to understand.
    The minimum content is prescribed by the CSRC information disclosure requirements on investors ' investment decisions have a major impact on information, listed companies should be fully disclosed.
    53rd issue motion after a vote by the Board, shall, within 2 business days of reporting stock exchange, notices convening notice of the general meeting of shareholders.
    Use the raised funds to acquire assets or equity, shall be announced at the shareholders ' meeting to inform at the same time, disclosure of the assets or ownership of General information, prices, pricing basis and are associated with the shareholders of the company or other person interested.
    54th general meeting agreed the issue within 2 working days from the date of the motion, shall be released to shareholders of listed companies.
    55th listed companies receive the China Securities Regulatory Commission after the following decisions on the issuance application, it should be on the next working day shall be published: (a) inadmissible or terminate the review and (ii) are not approved or to be approved.
    Decided to withdraw applications for issuance of securities of listed companies, should applicants file the next workday shall be published.
    56th listed company directors, supervisors and senior management officers shall sign in the public security statement to ensure there are no false record, misleading statement or material omission, and take individual and joint and several liability.
    57th sponsor and representative of the sponsor's details in the initial public offering securities should be doing due diligence and sign, verify that there is no false record, misleading statement or material omission, and bear the corresponding legal responsibility.
    Article 58th for issuing special documents issued by the certified public accountant, asset valuation, credit rating personnel, lawyers and their institutions shall, in accordance with generally accepted business standards and ethics of the industry documents issued by and issued statements to file liable for the authenticity, accuracy and completeness of it.
    59th public offering securities quoted in the prospectus of the audit report, profit forecasts, auditing reports, appraisal reports, credit rating reports issued by securities should be performed by a qualified service agency, and signed by at least 2 qualification of personnel.
    Public legal opinions of the securities quoted in the prospectus shall be issued by the law firm, and signed by at least 2 lawyers in charge.
    60th IPO securities instructions since the last valid for 6 months from the date of signing.
    Public security instructions shall not use more than the validity of asset appraisal report or credit rating report.
    61st listed company in a public offering of securities within 2 to 5 working days before, the prospectus shall be approved by the China Securities Regulatory Commission summary, or summary of the collected letters of intent published in at least one newspaper designated by the CSRC, and published the full text on the Internet site specified by the CSRC, provisioning in the place designated by the CSRC, is available for public inspection.
    After the 62nd in a non-public offering of new shares of listed companies, issue report 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.
    63rd listed companies can openly raise security specification full text or summaries, release announcement published in other Web sites and newspapers, but not earlier than according to article 61st, 62nd time to require the disclosure of information.
    Sixth chapter 64th listed company regulation and punishment in violation of the rules, the China Securities Regulatory Commission may order 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.
    65th listed company and its Director is directly responsible for personnel and other persons directly responsible for violation of laws, administrative regulations or the regulations, 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.
    66th in the application documents provided by the listed company any false record, misleading statement or material omission, the China Securities Regulatory Commission can terminate the review decide, within 36 months and is no longer accepting applications for the public offering of securities of the company.
    67th of listed companies to disclose earnings forecasts, profit does not meet the profit forecasts of a 80%, except for force majeure, its legal representative, earnings forecast review report signed and certified public accountant shall, in General and designated by the CSRC public explanations and apologies 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.
    68th listed company in violation of this article tenth part (c) and (d) provision, the China Securities Regulatory Commission may be ordered to correct, within 36 months and not accepting an application for the public offering of securities of the company.
    69th article for securities issued issued audit report, and legal views, and assets assessment report, and funding letter rating report and the other special file of securities service institutions and personnel, in its issued of special file in the exists false records, and misleading sex statement or major missed of, except bear securities method provides of legal responsibility outside, China SFC 12 months within not accept related institutions issued of securities issued special file, 36 months within not accept related personnel issued of securities issued special file.
    70th underwriter in the underwriting of non-public offering of new shares, new share placement does not comply with the provisions of article 37th object, the China Securities Regulatory Commission may be ordered to correct, and if not accepted within 36 months of their participation in securities underwriting.
    When the 71st in a non-public offering of new shares of listed companies, violated the provisions of article 49th, the China Securities Regulatory Commission may be ordered to correct, within 36 months and not accepting an application for the public offering of securities of the company.
    72nd provided herein in violation of regulations of a particular object, term is not full of unauthorized transfers of restricted stock, the China Securities Regulatory Commission ordered corrective action and the circumstances are serious, shall not be used as a specific object within a 12 month subscription of securities.
    73rd listed companies and sponsors, underwriters involved in the sale by investors to provide financial assistance or compensation, the China Securities Regulatory Commission may be ordered to correct serious, warning, fine.
    Seventh chapter supplementary articles article 74th issue in foreign currency or securities of the listed companies approaches, listed companies issued securities as incentives to employees approach, otherwise specified by the CSRC. 75th these measures shall come into force on May 8, 2006.
      Listed company shares issued management approach (SFC makes 1th,), and on do listed company shares issued work of notification (card prison sent [2001]43,), and on listed company SEO shares about conditions of notification (card prison sent [2002]55,), and listed company issued can conversion company bonds implementation approach (SFC makes 2nd,) and on do listed company can conversion company bonds issued work of notification (card prison issued word [2001]115,) while abolition.

Related Laws