Securities Issue And Listing Sponsor Business Management

Original Language Title: 证券发行上市保荐业务管理办法

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Securities issue and listing sponsor business management

    (Released on October 17, 2008, the China Securities Regulatory Commission, the 58th since as of December 1, 2008) Chapter I General provisions

    First in order to standardize the securities issuance and listing sponsor businesses, improve the quality of listed companies and securities firms, practice standards, protect investors ' legitimate rights and interests and promote the healthy development of the securities market, according to the securities law and the administrative examination and approval items really necessary to be retained by the State Council to set administrative licensing decision (State Council Decree No. 412) and other relevant laws, administrative regulations, and these measures are formulated.

    Next article pedestrian following matters should be employed with a sponsor of the securities company to perform the sponsor responsibilities:

    (A) initial public offering and listing;

    (B) issue of new shares, convertible bonds of listed companies;

    (C) the China Securities Regulatory Commission (hereinafter "CSRC") identified in other circumstances.

    A third securities firm engaged in securities issuance and listing sponsor business shall, in accordance with the rules applying to the China Securities Regulatory Commission sponsors eligible.

    Sponsor to perform the sponsor responsibilities should be specified in accordance with these measures require the sponsor representative qualified individuals responsible for sponsor.

    Not been approved by the China Securities Regulatory Commission, no institution or individual may engage in sponsorship business.

    Article fourth sponsor and sponsor representative shall abide by the laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission, adherence to business rules and industry standards, honesty and trustworthiness, diligence, due diligence recommended issuance and listing of securities of the issuer, continuous supervision issued performance specifications operational, commitment, information disclosure and other obligations.

    Sponsor and sponsor representatives may not seek any improper benefits through sponsorship business.

    The fifth sponsor representative shall abide by professional ethics rules, cherish and maintain representative of sponsor's professional reputation, maintain proper professional prudence, maintaining and improving professional competence. Sponsor representative shall safeguard the legitimate interests of issuers, the sponsoring issuer confidential information learned in the course of business.

    Sponsor representative should adhere to the principle of the independent performance of their functions, does not meet the issuer or meet the issuer's improper request and the loss of objective and fair position, not abetting, assisting or participating in the issuer and securities service institutions to commit illegal or fraudulent acts.

    Representative of the sponsor and his or her spouse shall not in any name or hold shares of the issuer. The sixth securities issued at the same time, listing of its sponsor and the sponsor shall be borne by the same sponsor. Sponsors apply to issuers file, securities offer documents to verify to the recommendation issued by the China Securities Regulatory Commission, the stock exchange of views.

    Documents issued by the sponsor should ensure that the true, accurate and complete.

    Issue size reaches a certain number of securities, joint sponsor, participation in joint sponsorship sponsors shall not be more than 2.

    Underwriter of the securities held by the sponsor, or other sponsor qualified securities companies held jointly with the sponsor.

    Seventh issuers and their directors, supervisors and senior management staff, made for issuance and listing of securities, the relevant documents issued by lawyer firms, accounting firms, asset evaluation agencies and other security services and the signing officers shall, in accordance with provisions of laws and administrative regulations, and the China Securities Regulatory Commission, with the sponsor and the sponsor representative to perform the sponsor responsibilities, and bear the responsibility.

    Sponsor and sponsor representative to perform the sponsor responsibilities cannot be mitigated or exempted from issuers and their directors, supervisors, senior management, the responsibility of security service personnel of their signatures.

    Article eighth of China Securities Regulatory Commission shall conduct supervision on the sponsor and the sponsor representative management.

    Chinese Securities Association to sponsor and sponsor representative for self-regulation.

    Chapter II management of qualifications of the sponsor and the sponsor representative

    The Nineth securities company eligibility criteria for sponsors, subject to the following conditions:

    (A) the registered capital of not less than 100 million Yuan, and net capital of not less than 50 million Yuan;

    (B) has a sound corporate governance and internal control systems, risk control indicators in accordance with the relevant provisions;

    (C) the sponsoring business unit has sound business procedures, risk assessment and internal control systems, internal body set, with appropriate research skills, sales ability, and back-office support;

    (D) the sponsorship business team with good and professional structure, employing no fewer than 35 people, staff sponsor-related business which last 3 years no less than 20 people;

    (E) meet the sponsor representative qualification of practitioner of not less than 4 people;

    (F) within the last 3 years not by the administrative penalties for major violations;

    (VII) other conditions stipulated by the CSRC.

    Tenth securities company eligibility criteria for sponsor should submit the following documents to the CSRC:

    (A) the application;

    (B) the shareholders of (big) and the Board of Directors resolution on the eligibility criteria for sponsor;

    (C) the approval document of the establishment;

    (Iv) copy of business license;

    (E) corporate governance and internal control system and the implementation of instructions;

    (F) the directors, supervisors and senior management and major shareholders of description;

    (G) the risk assessment and internal control system and the implementation of instructions;

    (H) sponsorship business due diligence systems, guidance systems, internal verification system, steering system, continuous training system and the establishment of sponsor system of working papers;

    (I) qualified accountants by securities and futures-related business firms for the last 1 year net capital computation, risk capital calculation and risk control indicators monitoring reports;

    (J) the sponsoring business unit organization, description of Division of labor and staffing;

    (11) research, sales and other back office information note;

    (12) the head of sponsorship, the head of the kernel, sponsoring business unit heads and core group members names and resumes;

    (13) the description of the designated contact person of the securities firm;

    (14) the application documents for securities companies to authenticity, accuracy, integrity, responsibility, commitment letter, and shall be signed by all the directors;

    (15) other materials required by the China Securities Regulatory Commission.

    11th personal eligibility criteria for sponsor representative, subject to the following conditions:

    (A) the sponsor related business have more than 3 years experience;

    (B) within the last 3 years in the territory of present measures stipulated in section securities served as a project coordinator who issued the project;

    (C) participation in the China Securities Regulatory Commission approved sponsor representative competency exam and passing a valid;

    (D) the honest and trustworthy, of good character, no bad credit records, the last 3 years not administrative penalties by the China Securities Regulatory Commission;

    (E) does not have a large amount of overdue debt;

    (Vi) other conditions stipulated by the CSRC.

    12th personal eligibility criteria for sponsor representative, through firm, sponsors should submit the following documents to the CSRC:

    (A) the application;

    (Ii) resume, proof of identity and academic degree certificate;

    (C) securities practitioners qualification examinations, representative of the sponsor proof of competency examination;

    (D) a practising certificate in the securities industry;

    (E) sponsor related operational details, as well as within the last 3 years as provided for in article II of this approach work description of the securities issuance projects in association with people;

    (F) letters of recommendation issued by the sponsor, which shall state the applicant's levels of compliance, business, organization, and so on;

    (G) sponsor the application documents authenticity, accuracy, integrity, responsibility, commitment letter, and shall be signed by the Chairman or General Manager;

    (VIII) other materials required by the China Securities Regulatory Commission. 13th securities companies and individuals should ensure that application document is true, accurate and complete.

    Application period, applications for significant changes in the contents of the file, within 2 working days since the date of the change should be submitted to the China Securities Regulatory Commission updates. 14th the CSRC shall receive, review of the application documents.

    To sponsor the qualified candidates, within 45 working days of the acceptance to approve or not to approve a written decision; the sponsor representative the qualified candidates, within 20 working days of the acceptance to approve or not to approve a written decision. After the 15th securities companies qualified as a sponsor, should be continued in accordance with the conditions laid down in article Nineth.

    Sponsor by the administrative penalties for major violations, the China Securities Regulatory Commission to revoke its sponsor eligibility; ceased to hold the Nineth stipulates other conditions, the China Securities Regulatory Commission may order the rectification, if still does not meet the requirements, the China Securities Regulatory Commission to revoke its sponsor eligibility. After the 16th individual qualified as a sponsor representative, should be continued in line with the way 11th section (iv), (v) and (vi) the conditions laid down.

    Representative of sponsor's practising certificate is revoked or cancelled securities industry or subject to administrative penalties by the CSRC, CSRC withdraw its sponsor representative qualification; no longer meets the other criteria, the China Securities Regulatory Commission to order rectification, if still does not meet the requirements of, the China Securities Regulatory Commission to withdraw its representative of sponsor's qualifications. Individuals approved by the China Securities Regulatory Commission recommendation representatives competency examination or obtain a sponsor representative qualification, shall regularly participate in China's securities industry associations or other agencies approved by the China Securities Regulatory Commission's sponsor representative annual business training.

    Sponsor Representative was not asked to participate in the sponsor representative annual business training, qualification of the CSRC withdraw its sponsor representative; by sponsor representative competency exam without a sponsor representative qualified individuals, failure to participate in the sponsor representative annual business training, its sponsor representatives competency examination results are no longer valid.

    17th the CSRC to sponsor, sponsor representative registration management.

    18th sponsor of registration include:

    (A) the sponsor name, established, registered capital, registration address, main office address and legal representative;

    (B) sponsor shareholders;

    (C) the sponsor of the directors, supervisors and senior management personnel;

    (D) the sponsor's head of sponsorship, the head of the kernel;

    (E) sponsor the sponsoring business unit heads;

    (F) sponsor of the sponsoring business unit organization, Division of labor and staffing;

    (G) the practice of sponsoring institutions;

    (H) other matters required by the China Securities Regulatory Commission.

    19th sponsor representative registration include:

    (A) the representative of the sponsor's name, gender, date of birth, social security number;

    (B) the sponsor representative's telephone number, mailing address;

    (C) the sponsor representative representation of institutions, positions;

    (D) representative of the sponsor of the study and work experience;

    (E) sponsor representative practice;

    (Vi) other matters required by the China Securities Regulatory Commission.

    20th the sponsor, the sponsor representative registration items change, the sponsor shall, within 5 working days from the date of the change in writing to the CSRC report, be registration by the China Securities Regulatory Commission.

    21st sponsor representative from the original sponsor to leave, transferred to other sponsors, through new institutions to apply for registration of change of the CSRC, and submit the following materials:

    (A) the registration application;

    (B) a practising certificate in the securities industry;

    (C) issued by the representative of the sponsor of its original sponsors sponsorship business description of the transfer;

    (D) new letter of receiving vocational institutions;

    (E) new vocational institutions on the application documents authenticity, accuracy, integrity, responsibility, commitment letter, and shall be signed by the Chairman or General Manager;

    (Vi) other materials required by the China Securities Regulatory Commission. 22nd sponsor institutions should practise in April each year to the China Securities Regulatory Commission submitted its annual report.

    Annual practice should include the following:

    (A) the sponsor, sponsor representative annual description of practice;

    (B) the sponsor to sponsor representative due diligence work log inspection instructions;

    (C) the sponsor to sponsor representative annual assessment or the assessment of the situation;

    (D) the sponsor and the sponsor representative description of other significant matters;

    (E) the sponsor of the annual report of practice authenticity, accuracy, integrity, responsibility, commitment letter, and shall be signed by the legal representative;

    (Vi) other matters required by the China Securities Regulatory Commission.

    Chapter sponsor responsibilities

    23rd sponsors should be due diligence recommended issuance and listing of securities of the issuer.

    After the listing of securities of the issuer, sponsors should be continuous supervision issued performance specifications operational, commitment, information disclosure and other obligations.

    24th sponsor recommended issuance and listing of securities of the issuer shall adhere to the principle of honesty and trustworthiness, diligence, according to the China Securities Regulatory Commission requirements for sponsors due diligence work, conducted a comprehensive survey on issuer, fully understand the issuer's operations and its risks and issues. 25th article sponsor institutions in recommended issued people first public issued stock and listed Qian, should on issued people for counselling, on issued people of Director, and prison thing and senior management personnel, and holds 5% above shares of shareholders and actual control people (or its statutory representative people) for system of regulations knowledge, and securities market knowledge training, makes its full master issued listed, and specification operation, aspects of about legal regulations and rules, knows information disclosure and perform commitment, aspects of responsibility and obligations, set into securities market of integrity consciousness

    , Self-discipline consciousness and legal consciousness.

    Article 26th sponsor upon completion of the guidance, issuers should be coaching the local agency of the China Securities Regulatory Commission acceptance.

    27th sponsors should be signed a sponsor agreement with the issuer, clearly the rights and obligations of the parties, in accordance with industry standards consultation related to discharge the responsibilities of the sponsor fee.

    Sponsor after the agreement is signed, the sponsor shall, within 5 working days where the issuer of the China Securities Regulatory Commission agency of record.

    28th sponsors should be satisfied that distributors are laws, administrative regulations and the relevant regulations of the China Securities Regulatory Commission before they can recommend the issuance and listing of the securities.

    Sponsor's decision to recommend listing of securities issued by the issuer, according to the issuer's principal, organized preparation of application documents and issue a recommendation documents.

    Article 29th of the issuer application documents, securities service institution in the offer documents people give professional opinion of the content of their signatures, the sponsor should be combined with information obtained in the course of due diligence to careful verification, the disclosure of information provided by the issuer and independent judgment.

    Sponsor the judgement of professional advice and securities services there are important differences, should look into the matter and review, and may employ other security services provide professional services.

    30th article on issued people application file, and securities issued raised file in the No securities service institutions and signed personnel professional views support of content, sponsor institutions should get full of due diligence survey evidence, in on various evidence for integrated analysis of based Shang on issued people provides of information and disclosure of content for independent judge, and has full reason convinced made of judge and issued people application file, and securities issued raised file of content not exists substantive differences. 31st sponsors recommend the issuance of securities by the issuer, shall be submitted to the China Securities Regulatory Commission to issue sponsor, sponsor representative special authorization as well as the requirements of the China Securities Regulatory Commission and other documents relating to the sponsorship business.

    Sponsor shall include the following:

    (A) item-by-item description of the issues of compliance with the Act, the Securities Act provides the conditions and procedures for issuing;

    (B) explain them seriatim the issues of compliance with the relevant regulations of the China Securities Regulatory Commission, and set out to obtain the verification process and the factual basis for each conclusion;

    (C) the main risk on issuers;

    (D) the evaluation of the prospects of the issuer;

    (E) introduction and kernel internal auditing process of recommendation institutions;

    (F) the sponsor relationship with the issuer;

    (G) matters related to commitments;

    (H) other matters required by the China Securities Regulatory Commission. Article 32nd sponsor featured listing of securities of the issuer, shall be submitted to the stock exchange listing sponsor, as well as other stock exchange requirements and documents relating to the sponsorship business, and reported that the China Securities Regulatory Commission for the record.

    Listed sponsor shall include the following:

    (A) item by item description this listing of securities in compliance with the Act and the provisions of the law on securities and stock exchange listing requirements;

    (B) the listing of securities of the issuer continues to work after the specific arrangements;

    (C) the sponsor relationship with the issuer;

    (D) the related commitments;

    (E) other matters required by the China Securities Regulatory Commission or the stock exchange.

    Article 33rd in listing on the sponsor and sponsor, the sponsor should make commitment in respect of the following matters:

    (A) had good reason to believe that issuers comply with laws and regulations and the issuance and listing of China Securities Regulatory Commission on securities regulation;

    (B) had good reason to believe that the issuer to apply for documents and information disclosure of information does not contain any false record, misleading statement or material omission;

    (C) had good reason to believe that issuers and their directors in the application document and information disclosure according to express their views fully reasonable;

    (D) had good reason to believe that the application documents and information disclosure of securities services and there is no substantive difference in the views expressed;

    (E) ensure the designated representative of the sponsor and the relevant personnel of recommendation institutions has diligent and responsible, for the issuer to apply for documentation and due diligence, careful verification of the information disclosure;

    (F) ensure the sponsor and the sponsor duties and perform other file does not contain any false record, misleading statements or material omissions;

    (G) the guarantees provided by the issuer of the certificate from the professional services and professional advice in line with laws, administrative regulations, the China Securities Regulatory Commission and the industry standards;

    (H) voluntary acceptance of regulatory measures in accordance with these measures taken by the CSRC;

    (IX) other matters prescribed by the CSRC.

    After the 34th of the sponsor to sponsor, and shall cooperate with the audit of the China Securities Regulatory Commission, and undertake the following tasks:

    (A) pedestrians and security service bodies made by the Organization to respond to comments on the China Securities Regulatory Commission;

    (B) in accordance with the requirements of the China Securities Regulatory Commission on specific matters relating to the issuance and listing of the securities to the due diligence or verification;

    (C) specify the sponsor representative for professional communication with the China Securities Regulatory Commission functions, sponsor representative at issuance examination Committee meeting take Member questions;

    (D) other tasks stipulated by the CSRC.

    35th sponsor institutions should address the specific circumstances of the issuer and determined following continuous supervision of the issuing and listing of securities, the steering performance of the listed companies by the issuer operations, commitment and obligation such as information disclosure, review the disclosure document and the CSRC, stock exchange submitted other documents, and to undertake the following work:

    (A) issuers to effectively implement and perfect the supervision to prevent controlling shareholder, actual control, other related parties illegal structures from issue of human resource system;

    (B) the issuer on the effective implementation of the supervision and improve the prevention, its directors, supervisors and senior managers using position will damage the interests of the issuer's internal control system;

    (C) the issuer on the effective implementation of the supervision and improve the protection related trade fair and compliance regime, and to comment on related party transactions;

    (D) sustained attention to accounts of the issuer to raise money store, investment project implementation commitments;

    (E) continuing concern issuers offer guarantees and other matters, and to express their views;

    (F) the provisions of China's securities and Futures Commission, stock exchange and other sponsored agreement.

    Initial public offering and listing of the 36th article, continuous supervision for listed securities during the year of rest and 2 complete fiscal year thereafter; issue of new shares, convertible bonds of listed companies, continuous supervision for listed securities during the year of rest and 1 complete fiscal year.

    Continuous supervision of the period since the date on which the listing of securities.

    Expiry of the continuous supervision of the 37th article, if the sponsor work has not yet been completed, sponsors should continue to complete.

    Sponsor in the discharge of responsibilities of sponsor during the due diligence, their responsibility does not exempt because of the expiry of the continuous supervision or termination.

    Fourth chapter sponsorship business procedures

    Article 38th sponsor sponsor work shall establish a sound internal control system to ensure the head of sponsorship, the head of the kernel, sponsoring business unit head, and sponsor representative, project coordinator, sponsor business and other related personnel due diligence, strict control of risk, improve the overall quality of sponsorship business.

    39th sponsors shall establish and improve due diligence of the issuance and listing of securities systems, guidance systems, the IPO application documents internal verification system, steering system after the listing of securities by the issuer.

    40th sponsors shall establish and improve the relevant sponsor representative and his sponsorship business personnel training system.

    41st sponsors shall establish and improve the system of working papers, establishing an independent sponsor for each project working papers.

    Representative of the sponsor must be established for every item of its specific responsibility for due diligence work logs as part of a sponsored work papers archived for future reference; sponsor should periodically check for due diligence work log.

    Sponsor working papers shall be true, accurate, fully reflecting overall sponsor of the whole process, retention period not less than 10 years.

    42nd head of the sponsor's sponsor, the head of the kernel is responsible for monitoring, implementation of business systems and the corresponding responsibility of sponsor.

    Article 43rd sponsor and its controlling shareholder, actual control, significant related-party issuers whose shares total more than 7%, or the issuer holds more than 7% shares, control the sponsor, sponsor when you recommend the issuance and listing of securities of the issuer should be combined with 1 unrelated to sponsor jointly perform the sponsor responsibilities, and no associate sponsor for the first sponsor.

    Section 44th securities offer documents before termination of sponsor agreement, sponsor and the issuer shall within 5 working days since the date of termination to the China Securities Regulatory Commission report explaining why. Published in the 45th after stock offer documents until the end of the continuous supervision, the sponsor and the Publisher shall not terminate the sponsorship agreement, except in the cases but there are reasonable grounds.

    For another application for issuance of securities by the issuer prior to hire sponsor, sponsor was the CSRC withdraw eligibility of sponsor, sponsor agreement shall be terminated.

    Termination of sponsor agreement, sponsor and the issuer shall, within 5 working days from the date of termination to the CSRC, stock exchange reports, explain why.

    Article 46th continuous supervision during the sponsor being revoked of sponsor qualification, the issuer shall, within 1 month prior to hire the sponsor, not within the time stipulated in the employment of, the China Securities Regulatory Commission can specify sponsor.

    47th sponsor shall complete the original sponsor to be hired separately without continuous supervision of completed work.

    Due to original sponsor revocation sponsor eligibility but otherwise recruit sponsors, and sponsors to be hired separately continuous supervision of time shall not be less than 1 a full fiscal year. Sponsor shall be employed by the sponsor from the date of signing of the agreement and bear the responsibility of sponsor.

    Original sponsor in the discharge of responsibilities of sponsor during the due diligence, the responsibility not exclusion or termination by the sponsor to replace. 48th sponsor should specify 2 sponsor representative in charge of 1 issuer sponsored work, special power of Attorney issued by the legal representative signature, and to ensure that relevant departments and personnel of recommendation institutions effective division of labor.

    Sponsor 1 project coordinator who can be specified.

    The 49th after the issuance of the securities, the sponsor may not change sponsor representative, but representative of the sponsor of the termination or cancellation sponsor representative qualification, should replace the sponsor representative. Sponsor change sponsor representative shall notify the issuer, within 5 working days and to report to the CSRC and the stock exchange, explaining why.

    Original sponsor representative in charge of the sponsor during the due diligence, whose sponsor representative does not replace the discharged or terminated.

    50th sponsor and the recommendation of the legal representative, the head of the kernel in charge, representative of the sponsor and project coordinator, shall sign the sponsor, sponsor's legal representative, representatives of the sponsor should also sign the Securities offer documents.

    Sponsor of the 51st article will perform the sponsor responsibilities views inform the issuer and save in a sponsored work papers, and in accordance with the provisions of this approach made a public statement, and report to the China Securities Regulatory Commission or the stock exchange. 52nd continued supervision after the sponsor shall be announced in the issuer within 10 working days from the date of the annual report to the CSRC, stock exchanges submit sponsorship summary report. Legal representative of the sponsor and sponsor representative shall sign the letter of sponsorship summary report.

    Sponsorship summary report should include the following:

    (A) the basic situation of the issuer;

    (B) job description of sponsor;

    (C) perform the sponsor responsibilities during major events occurred and the handling of the case;

    (D) the issuer with the sponsor work description and evaluation of the situation;

    (E) security services involved in the issuance and listing of securities-related work of the description and evaluation;

    (Vi) other matters required by the China Securities Regulatory Commission.

    53rd sponsor representatives and other sponsor business insider information ' personnel shall abide by the provisions of laws and administrative regulations, and the China Securities Regulatory Commission, insider information must not be used directly or indirectly for the sponsor, himself or herself or to seek illegitimate interests.

    Fifth chapter sponsorship business coordination

    54th sponsor and sponsor representative to perform the sponsor responsibilities for issuers to exercise the following rights:

    (A) the issuer in accordance with these rules and the sponsor agreement, the communication of information in a timely manner;

    (B) regularly or from time to time to visit the issuer, check out sponsor distribution of the work required materials;

    (C) attend meetings of the issuer's shareholders ' meeting, Board of Directors and Board of supervisors;

    (D) the issuer information disclosure and to the CSRC, stock exchange, submission of other documents prior to review;

    (E) to verify the issuer related matters about the Department, if necessary, hire security service agencies;

    (F) in accordance with the China Securities Regulatory Commission, the stock exchange disclosure rules, issued public statements on particular violation by the issuer;

    (G) the sponsor agreement or other rights under the China Securities Regulatory Commission.

    55th issuer that has any of the following circumstances, shall notify or consult the sponsor, and to provide relevant documents to sponsor:

    (A) commitments such as alteration of capital and investment projects;

    (B) related party transactions, matters such as providing security for others;

    (C) fulfilment of disclosure obligations or matters related to the Securities and Futures Commission, the stock exchange reported to China;

    (D) illegal activities or other matters of importance;

    (E) other matters provided by the China Securities Regulatory Commission or the sponsor agreement.

    56th security prior to release, the issuer does not meet sponsor discharge the responsibilities of the sponsor, the sponsor should make reservations, and sponsor described in the book; the circumstances are serious, shall not be the sponsor, sponsor the sponsor shall be dismissed.

    The 57th after the issuance of the securities, the sponsor had every reason to believe that there may be a violation of the issuer and other misconduct, should oblige the issuer to make instructions and deadlines to correct serious and should be reported to the CSRC, the securities exchanges.
Article 58th sponsor shall organize and coordinate security service personnel involved in the issuance and listing of securities-related work of their signatures.

    People employed by the issuance and listing of securities issued accounting firms, law firms, asset-evaluation agencies and other security services, the sponsor has sufficient reason to believe that their professional capabilities has obvious flaws, can be suggested to the issuer to replace.

    59th sponsors security services personnel provide professional opinion of their signatures doubt should be active consultation with the security services, and may require explanation or a statement ...

    60th sponsor had every reason to believe that the securities service institutions and their signature issued by the staff of professional opinion there may be a false record, misleading statements or material omissions and other illegal or other inappropriate situation, comments in a timely manner should be serious and should be reported to the CSRC, the securities exchanges.

    61st Security Service staff shall maintain professional independence of their signatures, and to sponsor doubts or comments carefully review judge, and to the sponsors, issuers for timely comment.

    The sixth chapter of regulatory measures and legal liability

    62nd CSRC can sponsor and sponsor representative sponsorship business for regular or occasional spot checks, sponsor and sponsor representative should actively cooperate with inspections, provide relevant information, and may not refuse or obstruct or avoid detection, shall not misrepresent, conceal, destroy relevant evidence.

    63rd sponsor credit supervision system established by the CSRC, the sponsor and the sponsor representative for dynamic registration management, records of its practice, violations and other bad behavior and to take regulatory measures such as, records can be made public when necessary.

    64th since the date of sponsor sponsor files submitted to the China Securities Regulatory Commission, sponsor and sponsor representative assume the corresponding responsibility.

    65th sponsor eligible file false record, misleading statement or material omission, not approved by the CSRC; approved, revoke the sponsor eligibility. Sponsor representative eligible file false record, misleading statement or material omission, not approved by the CSRC had been approved, to withdraw its representative of sponsor's qualifications.

    Sponsors to submit the application documents, the CSRC withdraw within 6 months from the date the sponsor no longer accept featured sponsor representative qualified to apply for.

    66th article sponsor institutions, and sponsor representative people, and sponsor business head and kernel head violation this approach, not honest and trustworthy, and diligent due diligence to perform related obligations of, China SFC ordered corrected, and on its take regulatory talk, and focus concern, and ordered for business learning, and issued warning letter, and ordered public description, and finds for not appropriate candidates, regulatory measures; law should give administrative punishment of, in accordance with about provides for punishment; plot serious suspected crime of, law transferred judicial organ, held its criminal.

    67th sponsors receive one of the following circumstances, the China Securities Regulatory Commission confirmed the date of the suspension the sponsor for 3 months in serious cases, suspend its sponsor 6 months and can be ordered to the sponsor to replace head of sponsorship, the head of the kernel the circumstances are especially serious, revocation of their sponsors qualifications:

    (A) submitted to the China Securities Regulatory Commission, the stock exchange sponsor work-related file exists and false record, misleading statements or material omissions;

    (B) the internal control system is implemented effectively;

    (C) the due diligence system, internal verification system, steering system, investment bank working papers is not the effective implementation of the system;

    (D) the sponsor working papers contain any false record, misleading statements or material omissions;

    (E) abetting, assisting or participating in the issuer and the securities service institutions to provide false record, misleading statement or material omission of documents;

    (Vi) solicit, assist or participate in interference by the issuer and the issuance examination Committee of China Securities Regulatory Commission audit;

    (VII) through sponsorship business seek illegitimate interests;

    (VIII) other serious breaches of honesty and trustworthiness, diligence obligations.

    68th representative sponsors appear one of the following, depending on the seriousness of the CSRC since 3 months to 12 months from the date of confirmation does not recommend accepting the relevant sponsor representative responsible for the circumstances are especially serious, revoke the sponsor representative qualification:

    (A) the deficiencies or omissions, due diligence work logs to conceal major problems

    (B) is not complete or not to participate in counseling;

    (C) did not participate in ongoing supervision, or continuous supervision work I didn't diligence;

    (D) the sponsoring business or its issuer responsible for sponsor period sponsored securities exchanges, Securities Association of China denounced;

    (E) of abet, assist or participate in interference by the issuer and the issuance examination Committee of China Securities Regulatory Commission audit;

    (F) serious violations of other circumstances as honest and trustworthy, due diligence obligations.

    69th sponsor representative for any of the following circumstances, the China Securities Regulatory Commission to revoke its sponsor representative qualification in serious cases, to take stock market measures to ban:

    (A) sign the documents relating to sponsorship work recommended issuance and listing of securities of the issuer, but did not participate in due diligence investigations, due diligence work is not complete, or not fully, clearly incompatible with business rules and industry standards;

    (B) through sponsorship business seek illegitimate interests;

    (C) their spouses to hold shares of the issuer;

    (D) instigate, assist or participate in the issuer and the securities service institutions to provide false record, misleading statement or material omission of documents;

    (E) prepared by the participating organizations related to the sponsor file a false record, misleading statement or material omission.

    70th sponsor, sponsor business sponsor representative for suspected violations during the investigation, the China Securities Regulatory Commission will not accept the sponsor's recommendation; not recommended accepting the relevant sponsor representative who is in charge.

    71st issuers appear one of the following circumstances, the China Securities Regulatory Commission confirmed the date of the suspension the sponsor's sponsor for 3 months, set qualifications for relevant sponsor representative:

    (A) the Securities offer documents and other application documents false record, misleading statements or material omissions;

    (B) the public offering of securities listed the same year losses;

    (C) continuous supervision during the disclosure document false record, misleading statements or material omissions.

    72nd issuer continuous supervision during one of the following, depending on the seriousness of the CSRC since 3 months to 12 months from the date of confirmation does not recommend accepting the relevant sponsor representative responsible for the circumstances are especially serious, set qualifications for relevant sponsor representative:

    (A) securities listed today when 50% does not match the above commitment and fundraising purposes;

    (B) public offering of securities listing the year operating profit 50% per cent decline over the previous year;

    (C) initial public offering within 12 months from the date on which the shares are listed and the controlling shareholder or actual control of changes;

    (D) initial public offering and 50% over more than 12 months from the date of listing assets or business restructuring;

    (E) public listed company to issue new shares, convertible bonds 50% over more than 12 months from the date of the assets or business restructuring, and are not disclosed in the securities offering documents;

    (F) the actual profits forecast more than 20% below;

    (VII) trade unfair or program associated violations, involving larger amounts;

    (H) controlling shareholder, actual control of irregular possession of the issuer or other associated parties resources, involving larger amounts;

    (IX) illegal for others to provide security, involving larger amounts;

    (J) the illegal purchase or sale of assets, loans, trust assets management, involving larger amounts;

    (11) the directors, supervisors and senior management occupation interests subject to administrative punishment or be held criminally responsible by the issuer;

    (12) violating standard operation and information disclosure of listed companies and other relevant laws and regulations, and in serious cases;

    (13) other circumstances as stipulated by the CSRC.

    73rd article sponsor representative people was temporarily not accepted specific is responsible for of recommended or was revoked sponsor representative people qualification of, sponsor business head, and kernel head should bear corresponding of responsibility, on has accepted of the sponsor representative people specific is responsible for recommended of project, sponsor institutions should withdrawn recommended; plot serious of, ordered sponsor institutions on the sponsor business system deadline rectification, ordered sponsor institutions replaced sponsor business head, and kernel head, late still not meet requirements of, revoked its sponsor institutions qualification.

    74th sponsor, sponsor business owner or head of the kernel in 1 natural annual 66th requires that these measures were taken today measures more than 5 times, the China Securities Regulatory Commission may suspend sponsor sponsor 3 months, ordered to sponsor replacement head of sponsorship, the head of the kernel.

    Sponsor representative 2 natural annual 66th requires that these measures were taken today measures more than 2 times, the China Securities Regulatory Commission may within 6 months do not recommend accepting the relevant sponsor representative in charge of.

    75th on the China Securities Regulatory Commission to take regulatory measures, sponsor and sponsor representative representation of, if there is sufficient evidence to establish the fact that justification, the China Securities Regulatory Commission adoption:

    (A) the issuer or its directors, supervisors and senior managers intentionally concealing material facts, the sponsor and the sponsor representative has fulfilled its due diligence obligations;

    (B) the issuer has made special note in the securities offering documents, the sponsor and the sponsor representative has fulfilled its due diligence obligations;

    (C) the issuer due to force majeure results, raising funds and other abnormal or fail to fulfil their commitments;

    (D) the issuer and its directors, supervisors, senior management in the continuous supervision during the intentional violation of, the sponsor and the sponsor representative initiative to be revealed, has fulfilled its due diligence obligations;

    (E) the sponsor, the sponsor representative has fulfilled its due diligence obligations in other circumstances.

    76th issuers and their directors, supervisors and senior management personnel in violation of the rules change after the sponsor not otherwise engage sponsors, continuous supervision during the illegal and refused to correct, notify the sponsor on major matters or in other cases of serious mismatch between the sponsor, the China Securities Regulatory Commission may be ordered to correct, and according to the seriousness of the following regulatory measures announced:

    (A) the issuer monthly report to the CSRC to accept sponsor Steering;

    (B) require the issuer to disclose monthly financial reports and related information;

    (C) the designated securities services for verification;

    (D) requirements imposed on issuers of securities traded on the stock exchange special notice;

    (E) within 36 months does not accept an application for the issuance of securities;

    (Vi) will be directly in charge of personnel and other persons found to be not fit and proper persons.

    77th security service personnel in violation of the rules of their signatures, the CSRC shall order rectification, and related institutions and persons monitoring conversations, focus, issue a warning letter, ordered to explain publicly, found to be not fit and proper persons and other regulatory measures.

    78th security services personnel provide professional views of their signatures false record, misleading statement or material omission, or because they do not meet the sponsors has led to serious consequences, since the China Securities Regulatory Commission within 6 months to 36 months from the date of confirmation does not handle files, and the results made public.

    79th issuers and their directors, supervisors and senior management, security service personnel who violate laws, administrative regulations of their signatures, 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.

    The seventh chapter by-laws

    80th article this way, the term "sponsor" refers to the Securities Act referred to in the 11th "sponsors".

    81st article of China's securities industry association or other agencies recognized by the China Securities Regulatory Commission may organize recommendation representatives competency examination. 82nd before the implementation of these measures in the securities issuance and listing sponsor business sponsor, does not fully comply with these rules shall, within 3 months from the date of implementation of these measures meet the requirements of these rules, and organized by the China Securities Regulatory Commission acceptance.

    If still does not meet the requirements, the China Securities Regulatory Commission to revoke its sponsor eligibility. 83rd these measures shall come into force on December 1, 2008, of the securities issuance and listing of interim measures for the sponsor system (SFC, 18th), the initial public offering counselling methods (Jian FA [2001]125) repealed simultaneously.

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