China Securities Regulatory Commission On The Revision Of The Regulation On Initial Public Offering And Listing Decisions

Original Language Title: 证监会关于修改《首次公开发行股票并上市管理办法》的决定

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  , Deleted chapter II, section II of the terms of issue of independence of the 14th, 15th, 16th, 17th, 18th, 19th and 20th.

Chapter two, delete the second raise funds using the terms of issue of the fifth section of the 38th, 39th, 40th, 41st, 42nd and 43rd. Three, 49th to 36th and amended as: "in the course of the China Securities Regulatory Commission in the first instance, will seek the issuer register the views of provincial-level people's Governments agreed with the issuer's shares. "Four, addition of an article, as the 42nd article:" the issuer shall disclose in the prospectus supervision has been reached on the basic requirements of company independence.

"This decision shall enter into force on January 1, 2016.

The administrative measures for initial public offering and listing of corresponding amendments shall be made according to this decision and to adjust accordingly the clause order promulgated anew. First public issued stock and listed management approach (on May 17, 2006 China Securities supervision Management Committee 180th times President Office Conference considered through according to December 30, 2015 China Securities supervision Management Committee on modified straddling first public issued stock and listed management approach of decided Amendment) first chapter General first article to specification first public issued stock and listed of behavior, protection investors of lawful rights and interests of and social public interests, according to securities method, and company law,

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 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 II standard running 14th issuers has been establishing and improving shareholder 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.

15th 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.

16th 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.

17th 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. 18th 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.

19th 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.

20th 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.

Section III financial and accounting 21st issuer's good asset quality, asset-liability structure, strong profitability and cash flow properly.

22nd 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.

23rd 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.

Article 24th of issuers to prepare financial statements 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. 25th an issuer should complete disclosure of related party relationship and follow the materiality principle appropriate disclosure of related party transactions.

Related-party transaction prices are fair, not by manipulating profit situation of related party transactions.

26th 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. 27th the issuer 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.

28th an issuer risk there are no significant debt, not affecting continuing operations guarantee, major contingencies such as litigation and arbitration.

29th an issuer 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. 30th article issued people shall not has following effect continued profit capacity of case: (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; (four) issued people recently 1 a fiscal year of net profit main from merged financial report range yiwai of investment returns; (five) issued people in with of trademark, and patent, and proprietary technology and franchise right, important assets or technology of made or using exists major adverse changes of risk; (six) other may on issued people continued profit capacity constitute major adverse effect of case.

Chapter III Publisher 31st article 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.

32nd 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.

33rd pedestrians should 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.

Article 34th after the China Securities Regulatory Commission receives the application documents, within 5 working days to make a decision on whether to accept.

35th 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.

Article 36th in the process of the China Securities Regulatory Commission in the first instance, will seek the issuer register the views of provincial-level people's Governments agreed with the issuer's shares.

37th 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.

From the date of issue approved by the China Securities Regulatory Commission, issued stock issuer 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. 38th 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.

39th stock issuance application has not been approved, not approved since the CSRC after 6 months from the date of the decision, the issuer may submit applications for issuance of shares again.

Fourth chapter disclosure 40th pedestrians should be in accordance with relevant regulations of the China Securities Regulatory Commission presentation and disclosure prospectus. 41st guideline for contents and format of the prospectus is 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.

42nd pedestrians should be disclosed in the prospectus supervision has been reached on the basic requirements of company independence. 43rd 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. 44th the financial statements referred to in the prospectus, in its latest issue as valid for 6 months in the future. 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.

Article 45th 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 46th 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.

47th issuers and their directors, supervisors and senior management officers shall ensure the pre-disclosed prospectus (Declaration drafts) is true, accurate and complete.

48th 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.

"49th 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.

50th article issued by the sponsor's sponsor, 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.

 51st 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 52nd 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 review and in the 36 months does not accept applications for issuance of shares of the issuer regulations.

53rd 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.

54th 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.

55th 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 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.

56th 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, the China Securities Regulatory Commission within 36 months not accepting an application for the public offering of securities of the company.

The sixth chapter supplementary articles article 57th in the People's Republic of China territory, administrative measures for initial public offering without listing, otherwise specified by the CSRC. 58th article this way since 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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