The Issuance Examination Committee Of China Securities Regulatory Commission Approach

Original Language Title: 中国证券监督管理委员会发行审核委员会办法

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(May 9, 2006 to 31st of China Securities Regulatory Commission announced as of May 9, 2006) Chapter I General provisions article I in order to ensure implementation in the stock issuance examination is open, fair and just principles, improve the quality and transparency of stock issuing, in accordance with the People's Republic of China relevant provisions of the securities laws, these measures are formulated. Second, China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) established the issuance examination Committee (hereinafter the Committee).
    Porc review Publisher applications for issuance of shares and convertible bonds and other securities approved by the China Securities Regulatory Commission issued applications (hereinafter referred to as applications for issuance of shares), these measures shall apply.
    Porc, in accordance with article III of the People's Republic of China securities law and the People's Republic of China company law and other laws and administrative rules and regulations and the provisions of the CSRC, issuers shares apply for documents and relevant functional departments of the China Securities Regulatory Commission audit report in the first instance.
    Porc applications for issuance of stock by vote vote audit opinion.
    The China Securities Regulatory Commission in accordance with the statutory conditions and procedures to be approved or not approved applications for issuance of shares decision.
    Fourth Porc, through the Audit Committee meeting (hereinafter referred to as the Porc meeting) to perform its duties.
    Fifth Committee made by the China Securities Regulatory Commission is responsible for the day-to-day management and the members of the Audit Committee's assessment and supervision.
    Chapter Committee composed of members of the Sixth Committee by the CSRC professionals and experts outside the China Securities Regulatory Commission, appointed by the China Securities Regulatory Commission. Porc for 25 members, some Committee members for the full-time position.
    Staff 5 of the China Securities Regulatory Commission, China Securities Regulatory Commission officers outside the 20.
    Convener of the Porc set 5.
    Article seventh Audit Committee members for a term of one year and may be reappointed, but continuously for a period of maximum of 3.
    Eighth article sent trial Board members should meet following conditions: (a) insisted principles, just clean, loyal to duty, strictly comply with national legal, and administrative regulations and regulations; (ii) familiar securities, and accounting business and the about of legal, and administrative regulations and regulations; (three) master by engaged in industry of expertise, in by engaged in of field within has high reputation; (four) no illegal, and disciplinary records; (five) China SFC think need meet of other conditions.
    Nineth article sent trial Board members has following case one of of, China SFC should be dismissed: (a) violation legal, and administrative regulations, and regulations and issued audit work discipline of; (ii) not according to China SFC of about provides diligent due diligence of; (three) I proposed resigned application of; (four) 2 times above for no reason not attended sent trial Board Conference of; (five) by China SFC assessment think not for served as sent trial Board members of other case. The dismissal of the members of the Audit Committee are not affected by the expiry of the term limit.
    Porc members after the dismissal, the CSRC shall promptly select a new set of members of the Audit Committee.
    Third chapter sent trial Board of duties tenth article sent trial Board of duties is: according to about legal, and administrative regulations and China SFC of provides, audit stock issued application whether meet related conditions; audit sponsor people, and accountants firm, and lawyer firm, and assets assessment institutions, securities service institutions and the related personnel for stock issued by issued of about material and the submissions; audit China SFC about functions sector issued of trial report; law on stock issued application proposed audit views.
    11th the Committee members present at Porc meeting in their personal capacity, shall perform their duties, the independent published an audit opinion and exercise their right to vote.
    12th Porc members through relevant functional departments of the CSRC access required to perform their duties and information relating to the issuer. 13th article sent trial Board members should comply with following provides: (a) by requirements attended sent trial Board Conference, and in audit work in the diligent due diligence; (ii) conservative national secret and issued people of commercial secret; (three) shall not leaked sent trial Board Conference discussion content, and vote situation and other about situation; (four) shall not using sent trial Board members identity or in perform duties Shang by get of non-public information, for I or others directly or indirect seek interests; (five) shall not and issued applicants has interest relationship,
    Shall not directly or indirect accept issued applicants and the related units or personal provides of funds, and items, gift and other interests, shall not holds by approved of issued application of stock, shall not privately and issued applicants and the other related units or personal for contact; (six) shall not has and other sent trial Board members collusion vote or induced other sent trial Board members vote of behavior; (seven) China SFC of other about provides.
    Porc 14th article Member has an obligation to report to the CSRC through improper means to influence the issuer and other relevant units or individuals.
    15th article sent trial Board members audit stock issued application file Shi, has following case one of of, should timely proposed avoided: (a) sent trial Board members or its relatives served as issued people or sponsor people of Director (containing independent Director, with), and prison thing, and Manager or other senior management personnel of; (ii) sent trial Board members or its relatives, and sent trial Board members where work units holds issued people of stock, may effect its just perform duties of; (Three) sent trial Board members or its where work units near two years to for issued people provides sponsor, and underwriting, and audit, and assessment, and legal, and advisory, service, may hamper its just perform duties of; (four) sent trial Board members or its relatives served as Director, and prison thing, and Manager or other senior management personnel of company and issued people or sponsor people has industry competition relationship, by finds may effect its just perform duties of; (five) sent trial Board Conference held Qian,
    With the audit by issuer and other relevant entities or individuals have been contacted, may affect the fair functioning of; (vi) recognized by the China Securities Regulatory Commission may have a conflict of interest or send the Committee members consider other circumstances that may affect their justice to perform his duties.
    Relatives mentioned in the preceding paragraph, refers to members of the Audit Committee's spouse, parents, children, siblings, spouse, parent, child, spouse, brother or sister of the spouse.
    16th pedestrians and other relevant units and individuals if they considered that the members of the Audit Committee their interests conflict or potential conflict of interest, which may affect the issuance examination Committee of Justice to perform his duties, can be submitted to the Audit Committee meeting when the IPO application documents, submitted to the China Securities Regulatory Commission require Committee members to avoid a written application and state the reasons.
    The CSRC on the issuer and other relevant units and individuals to submit written applications, decided to shy away from Committee members.
    Members of the Audit Committee after accepting the appointment made by the 17th, should undertake to abide by the China Securities Regulatory Commission on the members of the Audit Committee rules and discipline, earnestly fulfill their duties, accept the assessment and monitoring of the China Securities Regulatory Commission.
    Fourth chapter Porc section I General provisions article 18th meeting the Committee held by audit work of Porc. 19th Porc Conference voting ballot. Set of votes agreed to yeas and NAYS, Porc Member may abstain.
    Members of the Audit Committee should be justified in the votes during voting.
    Article 20th member of the Audit Committee should be based on legal provisions, administrative regulations, and the China Securities Regulatory Commission, combined with their own expertise, independent, objective and impartial manner to audit applications for issuance of shares. Committee members should adopt a prudent and responsible attitude, comprehensive review applications for issuance of shares of the issuer files and the China Securities Regulatory Commission about the report issued by the Department of first instance.
    In audit Shi, sent trial Board members should in work papers Shang fill in personal audit views: (a) sent trial Board members on trial report in the drew attention to the sent trial Board members concern of problem and audit views has objections of, should in work papers Shang on related content proposed has according to, and clear of audit views; (ii) sent trial Board members think issued people exists trial report drew attention to the concern problem yiwai of other problem of, should in work papers Shang proposed has according to, and clear of audit views;
    (C) members of the Committee considered pending investigation by the issuer to verify and major problems affecting the judgment, shall be presented in the working papers of basis, clear audit opinion.
    Members of the Porc Porc should be according to the working papers of the Conference express their personal opinion, should also be under discussion, personal comments and record on the work papers.
    Porc in a full discussion of the Conference based on the formed the Conference audit observations on the applications for issuance of shares by the issuer and issuer of stock issue whether the application meets the conditions for voting.
    Article 21st convener of the Audit Committee in accordance with the relevant regulations of the China Securities Regulatory Commission is responsible for convening the Committee meeting, organizing Committee members to express their views, discuss, summarize Porc audit observations and the Organization have voted and so on.
    Porc after the meeting, Committee members should be made by the participants in the Conference records, audit comments, vote on Conference materials, such as signature, together with working papers.
    22nd Porc Convention applications for issuance of shares of the issuer before forming an audit opinion, ask representatives of the issuer and sponsor representative meeting statement and accept the Committee members asked.
    23rd Porc Convention applications for issuance of shares of the issuer is only performed once.
    Porc appears to validate comments and voting results are significantly different or Porc meeting voting results obviously unfair conditions, the China Securities Regulatory Commission can conduct an investigation, and shall make a decision of approval or disapproval.
    24th relevant functional departments of the CSRC is responsible for arranging the CRIC conferences, served on the auditing material from a Committee meeting to discuss the situation, and records, drafting Committee meeting minutes, keeping the archives, such as specific tasks. 25th Committee meeting, according to the audit work required, you can invite members of the Committee outside the meeting of industry experts to provide professional advice.
    Industry experts other than the members of the Audit Committee without the right to vote.
    26th plenary meeting of the Audit Committee shall meet at least once a year, to sum up the audit.
    Section II common procedure 27th Porc the Conference audit public issuance of shares by the issuer application for convertible corporate bonds approved by the China Securities Regulatory Commission and other public-offering application, apply the provisions of this section.
    28th relevant functional departments of the CSRC should be the 5th Committee meeting, meeting notices, applications for issuance of stock documents and relevant functional departments of the China Securities Regulatory Commission participants report members of the Audit Committee in the first instance, and list of issuer Audit Committee meeting, meeting time, issuers promise participants and Committee members list posted on the CSRC website. 29th Committee made by the participants in the meeting of the members of the Audit Committee for 7.
    Vote vote, agreed to vote up to 5 tickets for the passage, agreed to vote up to 5 tickets for failing. 30th Audit Committee the Committee found that there is a pending investigation to verify and major problems affecting the judgment shall be made in writing prior to the CRIC session proposal to suspend voting.
    Applications for issuance of the stock issuance examination Committee meeting first does need to suspend voting, agreed to vote up to 5 vote, the stock can be issued to hold the vote agree to vote up to 5 vote, Committee meetings to review the applications for issuance of shares under the normal procedure.
    Deferring the vote issue application submitted again at the Audit Committee meeting, in principle, by the original members of the Audit Committee the audit.
    Porc applications for issuance of shares of the issuer of the Conference deferred a vote only once.
    The 31st Committee meeting after the vote on the applications for issuance of shares of the issuer, China Securities Regulatory Commission announced the voting result on the website.
    Porc Conference on applications for issuance of shares of the issuer's voting results and audit observations made by CSRC departments concerned should be employed by the issuer written feedback from sponsors. 32nd at the Committee meeting on applications for issuance of shares by the issuer before the vote until after the China Securities Regulatory Commission approved, the issuer and the IPO application documents submitted by inconsistent on major issues, China's relevant functional departments of the SFC may request the Committee meeting convened after the Audit Committee, to the issuer's stock issuance application files for review.
    After the matters the Audit Committee Audit Committee members will be made by the participants of the Conference audit applications for issuance of shares of the issuer's restriction.
    Section III special procedures 33rd Porc the Conference audit non-public offering of shares of listed companies apply for other non-public offering of securities and China Securities Regulatory Commission approved applications, apply the provisions of this section.
    34th the CSRC-related functional departments should be sent before the Committee meeting, meeting notices, applications for issuance of stock documents and relevant functional departments of the China Securities Regulatory Commission participants report members of the Audit Committee in the first instance. 35th attended the Committee meeting for 5.
    Vote agreeing votes reaches 3 votes by agreeing votes do not reached 3 votes to pass.
    36th Committee the Committee approved non-public offering of shares of listed companies apply for other non-public offering of securities and China Securities Regulatory Commission approved applications, shall proposes to suspend the vote.
    37th Committee made by the China Securities Regulatory Commission not to publish the Conference audit of issuer list, meeting time, the issuer letter of commitment, participants list of the members of the Audit Committee and the voting results. The fifth chapter of the Porc article 38th of China Securities Regulatory Commission on the supervision of Audit Committee implementation of the accountability system.
    Porc occurs of the Conference audit observations and results of the vote were significantly different, the China Securities Regulatory Commission to require that all Audit Committee members are made by the participants to explain and illustrate.
    39th Porc members who disobey the 13th article, or to participate in the Committee meetings should be avoided and not withdrawal, other acts in violation of Porc work discipline, the CSRC shall according to the seriousness of the Audit Committee members are to be made by the relevant talk reminder, criticism, dismissal and other treatment.
    40th of the China Securities Regulatory Commission established the Committee the Committee is illegal, reports of disciplinary supervision mechanism.
    The clue report members of the Audit Committee is illegal, behavior, the CSRC should be investigated, according to the findings of the Audit Committee members are talking to be reminded, criticism, dismissal and so on; a suspected crime, the law transferred to judicial organs for handling.
    The 41st member of the CSRC to Porc publicly on the criticism in the news media.
    Before the 42nd session of the Committee, there is evidence that issuers, other relevant entities or individuals directly or indirectly affected through improper means Porc members of the issuers shares apply for judgment, or otherwise interfere with the Committee members approved, the China Securities Regulatory Commission may suspend the concerned issuer's Audit Committee meeting.
    Applications for issuance of shares by the issuer through the CRIC session, there is evidence that issuers, other relevant entities or individuals directly or indirectly affected through improper means Porc members of the issuers shares apply for judgment, or otherwise interfere with the Committee members review, approved by the China Securities Regulatory Commission suspended; the circumstances are serious, the China Securities Regulatory Commission not to approve. 43rd sponsors employed by the issuer has an obligation to supervise the issuers to comply with the relevant provisions of these measures.
    Sponsors of inciting, assisting or participating in disturbances of Porc, in accordance with the relevant provisions of the CSRC within 3 months will not be accepted the sponsor's recommendation. Sixth chapter supplementary articles article 44th the measures introduced on May 9, 2006.
                  The stock issuance examination Committee of China Securities Regulatory Commission interim measures (SFC, 16th) repealed simultaneously.

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