China Securities Regulatory Commission On The Revision Of The Initial Public Offering Of Shares And Listing On The Gem Administrative Policy Decision

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

Read the untranslated law here: https://www.global-regulation.com/law/china/3025061/.html

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  One, delete the 16th, 22nd. Second, the addition of an article, as the 34th 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.

Initial public offering and listing on the gem of the corresponding changes in the regulations in accordance with this decision and to adjust accordingly the clause order promulgated anew. First public issued stock and in venture board listed management approach (February 11, 2014 China Securities supervision Management Committee 26th times President Office Conference considered through according to December 30, 2015 China Securities supervision Management Committee on modified straddling first public issued stock and in venture board listed management approach of decided Amendment) first chapter General first article to specification first public issued stock and in venture board listed of behavior, promote independent innovation enterprise and he growth type venture enterprise of development,

Protect the legitimate rights and interests of investors, protecting public interest, under the Securities Act, the Act, these measures are formulated.

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

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

Fourth issuer disclose information according to law must be true, accurate, complete, timely, and may not have any false record, misleading statement or material omission.

Information disclosure by issuers as the first responsible persons shall be promptly provided to the sponsors, the securities services is true, accurate and complete financial and accounting information and other information, cooperate fully with the sponsors, the securities service institutions to carry out due diligence.

Fifth issuer's controlling shareholders and actual controllers, directors, supervisors, senior managers and other responsible body shall be honest and trustworthy, comprehensive performance commitments, shall not prejudice the legitimate interests of investors in the IPO.

Sixth article sponsor people and sponsor representative people should strictly perform statutory duties, comply with business rules and industry specification, on issued people of application file and information disclosure information for carefully verification, steering issued people specification run, on securities service institutions issued of professional views for verification, on issued people whether has continued profit capacity, and whether meet statutory issued conditions made professional judge, and ensure issued people of application file and offering manual, information disclosure information real, and accurate, and full, and timely.

Article seventh stock issuance documents issued by security services and personnel shall strictly perform their statutory duties, comply with the operational standards and norms of practice in the industry, the business of the issuer to verify the information, ensure that the relevant documents issued by true, accurate, complete and timely.

Eighth China Securities Regulatory Committee (hereinafter referred to as the China Securities Regulatory Commission) in accordance with the application documents of the issuer's legal compliance audit, approval of applications for initial public offering of shares of the issuer in accordance with law, and the stock issue supervision and management of the issuer.

The stock exchanges shall formulate business rules, creating an open, fair and impartial market environment, ensuring normal operation of gem.

Nineth based on the application documents provided by the issuer of the CSRC approved the initial public offering of shares of the issuer to apply for, not the issuer's profitability, investment value or profit for the investor's substantive judgement or guarantee.

Investors make independent judgments issuer of investment value, independent investment decisions, bear shares issued according to law after the issuer management and investment risk via profits or stock price change.

Tenth gem shall set up and perfect fit the risk tolerance of investors and investor access system, fully prompted the investment risk to the investor, focusing on investor demand, protecting the legitimate rights and interests of investors, especially small investors. Chapter release condition 11th application for an initial public offering of shares of the issuer shall comply with the following conditions: (a) the issuer is legally established and continuous operation for more than three years, Ltd. A limited liability company according to original book fold unit net asset value changes for the limited, continuous operating time can be calculated from the date of the establishment of a limited liability company, (ii) the last two years of continuous profit, today no less than 10 million yuan in net profit the last two years; or a profit the last year, the most recent annual revenues of no less than 50 million Yuan.

Non-recurring profit and loss before or after deduction of net profit is calculated on the basis of the lower, (iii) a recent closing net assets of no less than 20 million Yuan, and there are no outstanding losses; (d) the total issued capital of not less than 30 million Yuan. 12th an issuer's registered capital is paid, sponsors or shareholders for the property rights transfer of assets financed has been completed.

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

13th pedestrians should be mainly engaged in a business, its production and management activities in accordance with provisions of laws and administrative rules and regulations and the articles of incorporation, in line with State industrial policies and environmental protection.

14th issuer in recent two years, business directors, senior management and staff are without major changes, actual control does not change.

15th an issuer's equity clearly, controlling shareholders and the controlling shareholder, actual control of man being in control of the issuer held by the shareholder of shares there are no significant dispute.

16th an issuer that has a sound corporate governance structure, according to law, improve the general meeting of shareholders, Board of Directors, Board of supervisors and independent directors, Secretary of the Board of Directors, audit committees, relevant institutions and personnel to perform their duties according to law.

Issuers should establish and improve shareholder vote counting system, set up diversified dispute resolution mechanisms between issuers and shareholders, to protect investor rights in proceeds according to the law, the right to, participate in and supervise the rights, claims and other shareholder rights.

17th issuer accounting work specification, presentation and disclosure of financial statements in accordance with accounting standards for business enterprises and related disclosure provisions of the rules, in all material respects fairly reflect the issuer's financial position, operating results and cash flows, and no qualified audit reports issued by the CPA.

18th integrity of the issuer's internal control system and are effectively implemented, can reasonably ensure the company performance, legal compliance and reliability of financial reporting, and issued by the certified public accountant conclusion internal control attestation report without reservation. 19th article issued people of Director, and prison thing and senior management personnel should faithful, and diligent, has legal, and administrative regulations and regulations provides of qualification, and not exists following case: (a) was China SFC take securities market ban into measures is in ban into period of; (ii) recently three years within by China SFC administrative punishment, or recently a years within by Securities Exchange public condemned of; (three) for suspected crime was judicial organ filed investigation or suspected illegal violations was China SFC filed survey,

Concluding observations was not clear.

20th issuers and their controlling shareholder, actual control within the last three years without damaging the interests of investors and major violations and social and public interests.

The issuer and its controlling shareholder, actual control does not exist within the last three years without legal authority, openly or in disguised form public offering securities without authorization, or related offences took place three years ago, but is still in a State of continuous.

Chapter III Publisher 21st Board shall, on the issues of shares of the issuer's specific programmes, the feasibility of capital raised by resolutions and other matters must be clarified, and drew attention to the general meeting of shareholders for approval.

This stock public offer shares of the shareholders of the issuer, issuer's Board of directors should also be specific programme of rational public offer shares of shareholders by law and brought to the approval of the general meeting of shareholders.

22nd article issued people shareholders Assembly should on this times issued stock made resolution, resolution at least should including following matters: (a) stock of type and number; (ii) issued object; (three) issued way; (four) price interval or pricing way; (five) raised funds uses; (six) issued Qian accumulated profit of distribution programme; (seven) resolution of validity; (eight) on board handle this times issued specific matters of authorized; (nine) other must clear of matters.

23rd pedestrians should be made in accordance with relevant regulations of the China Securities Regulatory Commission documents by sponsor and sponsor report to the CSRC. 24th sponsor sponsor offering and listing on the gem of the issuer, issuer should be the growth of due diligence and prudent judgement and issue special opinions.

Issue of human enterprise of independent innovation should also be specific comments in the independent innovation ability of the issuer, and analyses their impact on growth.

25th after the China Securities Regulatory Commission receives the application documents, in making admissibility decisions within five working days.

Article 26th after the China Securities Regulatory Commission accepts applications from relevant functional departments of the issuer's application at first instance, approval by gem issuance examination Committee, and establish and perfect the sponsors, security service work sheet inspection system. 27th of China Securities Regulatory Commission within three months from the date of acceptance of the application documents, in accordance with law to be issued by the issuer to apply for approval, suspension of audit, termination of audit, decisions that are not approved, and to produce relevant documents.

Issuer upon request, Supplement, modify the release time for the file is not counted.

Issuer shall, within 12 months from the date approved by the China Securities Regulatory Commission to issue stock, release point by the issuer to choose; not released for more than 12 months, authorization failure, and approved by the China Securities Regulatory Commission has to be replaced before the release.

28th article issued application approved Hou to stock issued end Qian, issued people should timely update information disclosure file content, financial report expired of, issued people also should added financial accounting report, file; sponsor people and the securities service institutions should continued perform due diligence survey duties; course occurred major matters of, issued people should suspended or suspended issued, and timely report China SFC, while perform information disclosure obligations; appeared not meet issued conditions matters of, China SFC withdrawn approved decided.

29th stock issuance application has not been approved, issuers may not approved since the CSRC decided shares again after six months from the date of application.

Pedestrians should be made by the 30th fourth chapter information disclosure to investor decision making needs-driven, in accordance with the relevant regulations of the China Securities Regulatory Commission presentation and disclosure prospectus, straightforward, plain language level, facilitate small and medium investors read. 31st set by CSRC the gem prospectus content and format standards are minimum requirements for information disclosure.

Whether or not guidelines have clearly defined, information for investors to make investment decisions have a significant impact, should be disclosed. Article 32nd pedestrians should feature prominently in the prospectus the following prompt: "after the issuance of the shares to be listed on the growth enterprise market, the market has a high investment risk. Gem company has earnings instability, high risk, risk characteristics, such as delisting, larger market risks to investors. Investors should be fully aware of the gem of investment risk and the risk factors disclosed by the company, to make a prudent investment decisions.

"33rd pedestrians should be analyzed in the prospectus and full disclosure to its significant adverse factors affecting all sustainable profitability and exposes the risks associated with, and disclose the sponsor on the sustainable profitability of the issuer to verify conclusions.

Article 34th pedestrians shall disclose in the prospectus supervision has been reached on the basic requirements of company independence.

35th article sent pedestrian should in offering manual in the disclosure related responsibility subject and sponsor people, and securities service institutions and the related personnel made of commitment matters, and commitment perform situation and on failed to perform commitment take of constraints measures, including but not limited to: (a) this times issued Qian shareholders by holding shares of restricted arrangements, and voluntary lock shares, and extended lock term or related shareholders holdings intention of commitment; (ii) stable shares plans; (three) law bear compensation or compensation responsibility of commitment;

(D) to fill the dilution the immediate return of the measures and undertakings (v) profit distribution policy (including cash dividends policy) the arrangements and commitments. 36th issuers and their directors, supervisors and senior management officers shall sign the prospectus, seal, ensure that prospectus is true, accurate, complete, and timely.

Sponsor and sponsor representative of the prospectus should be authenticity and verify the accuracy, completeness, timeliness, and signature and seal on the verification opinion.

Issuer's controlling shareholder, actual control of the prospectus should be issued confirmation and signature and seal. 37th reference in the prospectus financial statements within six months after the deadline on its latest issue is valid. Special cases, issuers may apply for appropriate extension, but not more than one month.

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

Article 38th prospectus is valid for six months, since the public offer prospectus before the last date on which the signing. 39th application documents accepted by the issuer shall, without delay on the CSRC website pre-disclosed prospectus (Declaration draft).

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

40th pedestrians and sponsors should be pre-disclosed prospectus (Declaration draft), reporting and disclosure, should not be changed, and to ensure that there is no deliberate concealment and major errors.

41st pre-disclosed prospectus (Declaration draft) may not contain stock price information. Issuer shall on the pre-disclosed prospectus (Declaration draft) prominently made the following statement: "the company's application has not been approved by the China Securities Regulatory Commission issued. The prospectus (Declaration draft) does not have the legal effect of the issued shares, for pre-disclosed purposes only. Investors should notice in the official prospectus as a basis for investment decisions.

"42nd issuers and their directors, supervisors and senior management officers shall ensure the pre-disclosed prospectus (Declaration drafts) is true, accurate, complete, and timely.

Article 43rd shares issued by the issuer shall be designated by the CSRC website published the full text in the prospectus, and designated by the CSRC press published informational bulletin, published to inform them of the Internet address and the way to get the file.

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

44th article issued by the sponsor's sponsor, securities issued by service authorities, files and other important documents should be considered as relating to the issue prospectus available for inspection, designated by the CSRC website and company websites.

Article 45th prospectus and pedestrians shall be available for inspection five issuers to be listed stock exchanges, sponsors, underwriters and other underwriters of shelter, for inspection by the public.

Article 46th after accepting the application files to the issuer to apply for CSRC approval before published, according to the prospectus, the issuer and the associated parties shall not be advertising, presentations for the public offering of shares by way of publicity.

Fifth chapter of regulatory and legal responsibility for the 47th securities exchanges should be established for the characteristics of the GEM listing, trading and delisting system, strengthen supervision and constraints related to fulfill a public commitment to, urged sponsors to perform continuous supervision obligations, violations of relevant laws and regulations, rules of the exchange business and the behavior of not meeting their commitments, appropriate regulatory measures can be taken in a timely manner.

48th characteristics should be established for the gem of the stock exchange market risk warning and continued investor education system and urge issuers to establish and improve the protection of the interests of investors and the system and the internal control system to prevent and redress violations.

The 49th since the application documents the date of acceptance and issuers and their controlling shareholders and actual controllers, directors, supervisors and senior management staff, and sponsors, the securities services and personnel on the issuance of documents related to the truthfulness, accuracy, completeness, timeliness, bear the corresponding legal responsibility.

Issuer application for issue of document and information disclosure in Paradox or the same fact statement are inconsistent and there is a substantial difference, the China Securities Regulatory Commission will cancel the auditing and within 12 months from the date of its confirmation does not accept applications for issuance of the relevant sponsor representative recommended.

50th article issued people to China SFC submitted of issued application file has false records, and misleading sex statement or major missed of, China SFC will terminated audit and since confirmed of day up 36 months within not accepted issued people of issued application, and in accordance with securities method of about provides for punishment; led investors in securities trading in the suffered loss of, issued people and holding shareholders, and actual control people, and Director, and prison thing, and senior management personnel and sponsor people, and securities service institutions should law bear compensation responsibility. 51st article issued people not meet issued conditions to cheat means cheat issued approved of, issued people to not due means interference China SFC and issued Audit Committee audit work of, issued people or its Director, and prison thing, and senior management personnel, and holding shareholders, and actual control people of signature, and sealed Department forged or variable made of, issued people and the and this times issued about of party violation this approach provides for public issued stock for publicity of,

China Securities Regulatory Commission will terminate within 36 months from the date of review and confirmation does not accept applications for issuance by the issuer, and punished in accordance with the relevant provisions of the securities laws.

52nd article sponsor people issued has false records, and misleading sex statement or major missed of issued sponsor book of, sponsor people to not due means interference China SFC and issued Audit Committee audit work of, sponsor people or its related signature personnel of signature, and sealed Department forged or variable made of, or not perform other statutory duties of, in accordance with securities method and sponsor system of about provides processing.

53rd article securities service institutions not diligent due diligence, by making, and issued of file has false records, and misleading sex statement or major missed of, China SFC will since confirmed of day up 12 months within not accept related institutions issued of securities issued special file, 36 months within not accept related signature personnel issued of securities issued special file, and in accordance with securities method and the other related legal, and administrative regulations and regulations of provides for punishment; to others caused loss of, should law bear compensation responsibility.

54th article sent pedestrian, and sponsor people or securities service institutions making or issued file not meet requirements, unauthorized changes offering manual or other has submitted file of, or refused to replies China SFC audit proposed of related problem of, China SFC will depending on plot weight, on related institutions and responsibility personnel take regulatory talk, and ordered corrected, regulatory measures, remember into integrity archives and announced; plot serious of, give warning, administrative punishment.

55th issuers disclose earnings forecasts, profit does not meet the profit forecasts of a 80%, except for force majeure, its legal representative, in charge of Finance shall, in General and designated by the CSRC website, offer an open explanation and apology on the press serious, warning by the CSRC and other administrative penalties.

Profit does not meet the profit forecasts of a 50%, except for force majeure, the CSRC also can be within 36 months since the date of its confirmation does not accept applications for the public offering of securities of the company.

Audit reports issued by the CPA for the earnings forecast is not in the process of due diligence, and depending on the seriousness of the CSRC, the related institutions and persons taking regulatory measures regulatory talks entered into a credit file and publish serious, administrative punishment such as warning. The sixth chapter supplementary articles article 56th this approach come into force on the date of promulgation. The initial public offering of shares and listing on the gem of the interim measures for the Administration (SFC, 61st), the guidelines on doing gem recommendation (SFC Bulletin (2010), 8th) repealed simultaneously.

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