Administrative Measures For Initial Public Offering And Listing

Original Language Title: 首次公开发行股票并上市管理办法

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(May 17, 2006, China Securities Regulatory Commission to 32nd released since May 18, 2006) Chapter I General provisions article in order to standardize the behavior of initial public offering and listing, protecting the legitimate rights and interests of investors and the public interest, under the Securities Act, the Act, these measures are formulated.
    Article in the People's Republic of China initial public offering and listing in the territory, these measures shall apply.
    Stocks of companies within the purchase and trading in foreign currency, these procedures do not apply.
    The third initial public offering and listing should be in line 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.
    Fifth sponsor and sponsor representative should follow due diligence, the principle of honesty and trustworthiness, careful verification and assistance obligations seriously, and the certificate of the sponsor of its authenticity, accuracy, integrity, responsibility.
    Sixth issue relevant documents issued by the security services for the securities institutions 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. Seventh, China Securities Regulatory Commission (hereinafter "CSRC") approved by the issuer's initial public offering of stock, does not show that its investments in the stock value or profit for the investor's substantive judgement or guarantee.
    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 section I subject article eighth pedestrians shall be established by law and legal existence of the Corporation.
    Approved by the State Council, when the limited-liability company shall change for the limited, you can take public share offer public stock.
    Nineth issuer after the Corporation was established, continuous operating time should be more than 3 years, but except as approved by the State Council.
    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.
    Tenth issuer's registered capital is paid, sponsors or shareholders as a property rights transfer of assets financed has been completed, the main assets of the issuer there is no significant dispute.
    11th issuer of production management in line with laws, administrative regulations and the articles of Association of the company, in line with national industrial policies.
    12th an issuer within the last 3 years business directors, senior managers and there have been no significant changes, actual control does not change.
    13th 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's shares there are no significant dispute.
    Section independence 14th pedestrians should have a complete business system and directly facing the market the ability to operate independently. 15th the assets of the issuer.
    Production-oriented enterprises should have with regard to the production and operation of production systems, production systems and facilities, legal ownership associated with the production and operation of land, buildings, machinery and equipment, as well as trademarks, patents, non-exclusive right of use or ownership of the technology, procurement of raw materials and product sales system with independent; non-production enterprises should have associated with operating system of business and related assets. 16th personnel independent of the issuer.
    Issued people of General Manager, and Deputy General Manager, and financial head and Board Secretary, senior management personnel shall not in holding shareholders, and actual control people and control of other enterprise in the served as except Director, and prison thing yiwai of other positions, shall not in holding shareholders, and actual control people and control of other enterprise led paid; issued people of financial personnel shall not in holding shareholders, and actual control people and control of other enterprise in the part-time. 17th an issuer's financial independence.
    Issuers should establish an independent financial accounting system, able to make financial decisions, with standard financial accounting systems and financial management systems of the branches, subsidiaries; issuer shall, and controlling shareholders and actual controllers and control other companies shared a bank account. 18th independent of the issuer.
    Issuer shall establish an internal management organization, the independent exercise of management authority, and the controlling shareholder, actual control and the control of other enterprises shall not have among agencies confuse situation. 19th the operational independence of the issuer.
    Business of the issuer should be independent of the controlling shareholder, actual control and the control of other enterprises, and controlling shareholder, actual control and the control of other enterprises shall not have among the competition or unfair affiliated transactions.
    20th independence of the issuer shall not have any other serious defects.
    Regulate running 21st in section III an issuer has been establishing and improving shareholders ' meeting, Board of Directors, Board of supervisors and independent directors, the Board of Directors Secretary system, relevant institutions and personnel to perform their duties according to law.
    22nd an issuer's directors, supervisors and senior managers have to understand laws and regulations relating to the issuance and listing of stocks, aware of the listed company and its directors, supervisors and senior management staff of statutory duties and responsibilities.
    23rd article issued people of Director, and prison thing and senior management personnel meet legal, and administrative regulations and regulations provides of served qualification, and shall not has following case: (a) was China SFC take securities market ban into measures is in ban into period of; (ii) recently 36 months within by China SFC administrative punishment, or recently 12 months within by Securities Exchange public condemned; (three) for suspected crime was judicial organ filed investigation or suspected illegal violations was China SFC filed survey, yet has clear conclusion views.
    24th issuer that sound and effective implementation of the internal control system, reasonable assurance that the financial reporting reliability, legitimacy, efficiency and effectiveness of the operation of production and operation. 25th article issued people shall not has following case: (a) recently 36 months within without statutory organ approved, unauthorized public or disguised public issued had securities; or about violations although occurred in 36 months Qian, but currently still in continued state; (ii) recently 36 months within violation business, and tax, and land, and environmental, and customs and other legal, and administrative regulations, by administrative punishment, and plot serious; (three) recently 36 months within had to China SFC proposed issued application, But submitted of issued application file has false records, and misleading sex statement or major missed; or not meet issued conditions to cheat means cheat issued approved; or to not due means interference China SFC and issued Audit Committee audit work; or forged, and variable made issued people or its Director, and prison thing, and senior management personnel of signed, and sealed; (four) this times submitted of issued application file has false records, and misleading sex statement or major missed; (five) suspected crime was judicial organ filed investigation, yet has clear conclusion views
    (Vi) other serious harm to the interests of investors and the public interest.
    26th in the 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.
    27th an issuer that has a strict financial management system, no funds had been controlling shareholder, actual control and the control of other companies to borrow money, compensation liabilities, advances by, or otherwise occupied.
    Fourth section finance and accounting article 28th issuer's good asset quality, asset-liability structure, strong profitability and cash flow properly.
    29th the issuer's internal control is effective in all material respects, and unqualified conclusion issued by the certified public accountant's report on internal control attestation.
    30th 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 audit report of certified public accountants issued an unqualified opinion.
    Issuers to prepare financial statements of 31st article should be based on actual transactions or events based on; at the time the accounting confirmation, calculation and reporting should remain cautious; the same or similar business transactions, should use uniform accounting policies, may not be altered. Article 32nd pedestrian principles of importance should be full disclosure of related party relationships and appropriate disclosure of related party transactions.
    Related-party transaction prices are fair, not by manipulating profit situation of related party transactions.
    33rd article sent pedestrian should meet following conditions: (a) recently 3 a fiscal year net profit are for positive and cumulative over Yuan 30 million Yuan, net profit to deduction non-regular profit and loss before and after lower who for calculation according to; (ii) recently 3 a fiscal year business activities produced of cash flow net amount cumulative over Yuan 50 million Yuan; or recently 3 a fiscal year business income cumulative over Yuan 300 million Yuan; (three) issued Qian equity total many Yu Yuan 30 million Yuan;
    (D) a recent final intangible assets (net of land use, water farming and mining rights, and so after) not higher than 20% per cent of net assets; (v) the recent absence of losses in the final. Article 34th issuers pay taxes according to law, 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.
    35th issuer risk there are no significant debt, not affecting continuing operations guarantee, major contingencies such as litigation and arbitration.
    Article 36th issuers filing shall not be any of the following circumstances: (a) the intentional omission or fictitious transactions or events, or other important information, (ii) misuse of accounting policies or estimates, (iii) manipulation, falsification or tampering with the preparation of financial statements according to the accounting records or supporting documents. 37th sustainable profitability of the issuer shall have the following effects:

    (A) issued people of business mode, and products or service of varieties structure has or will occurred major changes, and on issued people of continued profit capacity constitute major adverse effect; (ii) issued people of industry status or issued people by at industry of business environment has or will occurred major changes, and on issued people of continued profit capacity constitute major adverse effect; (three) issued people recently 1 a fiscal year of business income or net profit on associated party or exists major uncertainty of customer exists major rely on;
    (D) the issuer in recent 1 fiscal year net profit mainly from outside the scope of the consolidated financial statements of investment income; (e) the issuer with trademarks, patents, proprietary technologies and important assets such as franchising or technology made or there is a risk of material adverse change and (vi) other potentially significant adverse impact on the continued profitability of the issuer.
    Raise funds raise money using Article 38th fifth section there should be clear direction, in principle, should be used for the main business.
    Among financial companies, to raise funds using the project must not be held for trading financial assets available-for-sale financial assets, lends, entrusting financial investments shall not directly or indirectly invest in the trading of securities as the main business of the company.
    39th to 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.
    40th raise funds investment projects should be in line with the State industrial policy, investment management, environmental protection, land management, as well as the provisions of other laws, rules and regulations.
    41st of the issuer's Board of Directors shall raise funds to investment projects feasibility analysis and be sure to have good market prospects and profitability of investment projects, and effectively guard against investment risks, improve the benefit of raising money.
    42nd to raise funds after the implementation of investment projects, without competition or adversely affect the independence of the issuer.
    Article 43rd pedestrians shall establish special storage system to raise funds, raise funds shall be deposited in the special account of Board decisions.
    Chapter Publisher 44th this stock of the issuer's Board of Directors shall, to publish the detailed 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.
    45th article issued people shareholders Assembly on this times issued stock made of resolution, at least should including following matters: (a) this times issued stock of type and number; (ii) issued object; (three) price interval or pricing way; (four) raised funds uses; (five) issued Qian accumulated profit of distribution programme; (six) resolution of validity; (seven) on board handle this times issued specific matters of authorized; (eight) other must clear of matters.
    Article 46th pedestrians shall be made in accordance with relevant regulations of the China Securities Regulatory Commission documents by sponsor and sponsor report to the CSRC.
    Industry specific issuer shall provide management advice.
    47th article of China Securities Regulatory Commission after receipt of the application documents, within 5 working days to make a decision on whether to accept.
    48th after the China Securities Regulatory Commission accepts applications from relevant functional departments of the issuer's application at first instance, and by issue Auditing Committee.
    49th in the trial process, the CSRC, will seek the issuer register the views of provincial-level people's Governments agreed with the issuer's shares, raise funds and issuers of investments are in line with State industrial policies and investment management of seeking the views of the national development and Reform Commission.
    50th CSRC in accordance with the statutory requirements to be issued by the issuer to apply for approval of the decision whether or not to approve, and issue the relevant documents.
    Since the China Securities Regulatory Commission approved the release date, the issuer shall, within 6 months of issuance of stocks; not released for more than 6 months, authorization failure, and approved by the China Securities Regulatory Commission has to be replaced before the release. 51st issue after the application is approved, the stock offering before the end of issuer on major matters, should a stay or suspension, and promptly report to the CSRC, and fulfilment of disclosure obligations.
    Impact conditions, should resume the approval procedures.
    52nd stock issuance application has not been approved, not approved since the CSRC after 6 months from the date of the decision, the issuer can once again apply for shares.
    Fourth chapter information disclosure article 53rd pedestrians shall, in accordance with relevant regulations of the China Securities Regulatory Commission presentation and disclosure prospectus. 54th guideline for contents and format of the prospectus are the 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. 55th issuers and their directors, supervisors and senior managers should be signed and sealed in the prospectus, ensure the prospectus is true, accurate and complete.
    Sponsor and sponsor representative of the prospectus should be the authenticity, accuracy, integrity verified and signed and sealed on the verification opinion. Referenced in the article 56th prospectus financial statements in its latest issue as valid for 6 months. Special cases, issuers may apply for appropriate extension, but not more than 1 month.
    Financial statements should be based on annual, half or the end of the quarter to the end of the year deadline.
    57th prospectus is valid for 6 months, since the China Securities Regulatory Commission approved issue prospectus before applying the last date on which the signing. Article 58th application documents, the issuance of audit before the Audit Committee after accepting, the issuer prospectus should be (Declaration draft) on the CSRC website (www.csrc.gov.CN) prior disclosure.
    Issuer prospectus (Declaration draft) published its corporate Web site, but content should be identical, and not earlier than on the CSRC website disclosure time.
    59th issuers and their directors, supervisors and senior management officers shall ensure the pre-disclosed prospectus (Declaration drafts) is true, accurate and complete.
    60th pre-disclosed prospectus (Declaration drafts) are not official documents of the issued shares of the issuer, contain price information, an issuer may not issue shares. 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 text of the prospectus as a basis for making investment decisions.
    "61st pedestrians shall, before issuing the summary prospectus is published in at least one newspaper designated by the CSRC, while full text published in the China Securities Regulatory Commission Web site specified in the prospectus and prospectus full provisioning in residence of the issuer to be listed securities exchanges, sponsors, underwriters, and other home of the underwriter, for inspection by the public.
    62nd sponsors sponsor issued books, securities issued by service authorities the relevant documents should be considered as availability of the prospectus documents, revealed to the site specified by the CSRC, and provisioning in the residence of the issuer to be listed stock exchanges, sponsors, underwriters, and other home of the underwriter, for inspection by the public.
    63rd issuer prospectus can be summary, full text of the prospectus, related reference documents published in other newspapers and websites, but disclosed it should be exactly the same, and shall not be earlier than the specified disclosure time newspapers and Web sites in China. Fifth chapter regulatory and punishment 64th 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 of signed, and sealed Department forged or variable made of, except in accordance with securities method of about provides punishment outside,
    CSRC will terminate the audit within 36 months and does not accept applications for issuance of shares of the issuer regulations.
    65th article sponsor people issued has false records, and misleading sex statement or major missed of issued sponsor book, sponsor people to not due means interference China SFC and issued Audit Committee audit work of, sponsor people or its related signed personnel of signed, 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.
    66th 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, except in accordance with securities method and the other related legal, and administrative regulations and regulations of provides punishment outside, China SFC will take 12 months within not accept related institutions issued of securities issued special file, 36 months within not accept related signed personnel issued of securities issued special file of regulatory measures.
    67th article sent pedestrian, and sponsor people or securities service institutions making or issued of file not meet requirements, unauthorized changes has submitted of file, or refused to replies China SFC audit in the proposed of related problem of, China SFC will depending on Qi section 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.
    68th 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 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. The sixth chapter supplementary articles

    69th in the People's Republic of China territory, administrative measures for initial public offering without listing, otherwise specified by the CSRC. 70th these measures shall come into force on May 18, 2006. On stock issued work several provides of notification (card prison [1996]12,), and on do 1997 stock issued work of notification (card prison [1997]13,), and on stock issued work several problem of added notification (card prison [1998]8,), and on on intends issued listed enterprise restructuring situation for survey of notification (card prison sent word [1998]259,), and on on intends public issued stock company restructuring run situation for survey of notification
                                            (Jian FA [1999]4), relating to issues such as stock companies hire Auditors notice (securities issued [, 2000]131) and the related work on further regulating the issuance and listing of stocks for the first time: notice of (securities issued [2003]116) repealed simultaneously.

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