35证券发行与承销管理办法英文.docx

1、35证券发行与承销管理办法英文Order of China Securities Regulatory Commission(No. 37)The Measures for the Administration of Securities Issuance and Underwriting, which were deliberated and adopted at the 189th chairmens executive meeting of China Securities Regulatory Commission on September 11th, 2006, are hereby

2、 promulgated and shall come into effect as of September 19th, 2006.Chairman of China Securities Regulatory Commission Shang FulinSeptember 17th, 2006Measures for the Administration of Securities Issuance and UnderwritingChapter I General ProvisionsArticle 1 For the purpose of regulating securities i

3、ssuance and underwriting and protecting the legitimate rights and interests of investors, these Measures are formulated in accordance with the Securities Law of the Peoples Republic of China and the Company Law of the Peoples Republic of China.Article 2 These Measures apply to issuers who issue stoc

4、ks or convertible corporate bonds (hereinafter collectively referred to as securities) within the territory of China, securities companies that underwrite securities within the territory of China, and investors who subscribe securities issued within the territory of China.In participating in the iss

5、uance of securities, issuers, securities companies and investors shall abide by other provisions on securities issuance of China Securities Regulatory Commission (hereinafter referred to as CSRC) and the business rules of stock exchanges and securities registration and clearing institutions. In unde

6、rwriting securities, securities companies shall also abide by the relevant provisions on sponsorship system, risk control system and inner control system of the CSRC.Article 3 The securities service institutions and personnel that produce the relevant documents for securities issuance shall strictly

7、 fulfill the legal duties in accordance with generally recognized business standards and ethical norms of the same industry, and shall undertake responsibilities for the authenticity, accuracy and integrity of the documents produced.Article 4 The CSRC shall supervise and manage the issuance and unde

8、rwriting of securities according to law.Chapter II Inquiry and Price-FixingArticle 5 As for the initial public offering of a stock, the issuing price of the stock shall be determined by making an inquiry to the specified institutional investors (hereinafter referred to as inquiry objects).Inquiry ob

9、jects refer to the securities investment funds management companies, securities companies, trust and investment companies, financial companies, insurance institutional companies, and qualified foreign institutional investors that satisfy the conditions prescribed in these Measures; and other institu

10、tional investors authorized and approved by the CSRC.Article 6 An inquiry object and the securities investment products under its management (hereinafter referred to as object of shares rationing) shall be registered at Securities Association of China for record and be subject to the self-discipline

11、 management of Securities Association of ChinaArticle 7 An inquiry object shall satisfy the following conditions:(1) It is established according to law, and has not been imposed with any administrative penalty, supervising measure or criminal penalty by the relevant supervising departments because o

12、f any significant violation of laws or regulations during the latest 12 months; (2) It may conduct stocks investment according to law;(3) It has good credit record, and has the institutions and personnel necessary for independently engaging in securities investment;(4) It has sound systems of inner

13、risk evaluation and control which can be effectively implemented, and its risk control indexes are in line with the relevant provision; and(5) Where it has been removed form the list of inquiry objects by Securities Association of China in accordance with the provisions of these Measures, 12 months

14、have lapsed since the date of removal.Article 8 The following institutional investors, as inquiry objects, shall also satisfy the following conditions in addition to those prescribed in Article 7:(1) As for a securities company, it may conduct securities self-run business and securities assets manag

15、ement business upon approval;(2) As for a trust and investment company, it shall have been reregistered at the relevant supervising department for two or more years, its registered capital shall not be lower than 400 million yuan, and there is an active record of securities market investments in the

16、 latest 12 months;(3) As for a financial company, 2 years shall have lapsed since its establishment, its registered capital shall not be lower than 300 million yuan, and there is an active record of securities market investments in the latest 12 months.Article 9 A managing underwriter shall provide

17、an investment value study report to the inquiry objects when making inquiries. No issuer, managing underwriter or inquiry object may publicize or disclose the content of an investment value study report in any form.Article 10 An investment value study report shall be independently written and signed

18、 by the research personnel of a underwriter, which shall not provide an investment value study report written by an institution other than one of the underwriting syndicate. An underwriter that produces investment value study report shall establish perfect quality control system of investment value

19、study report; the personnel who write the report shall abide by the inner control system of securities companies.Article 11 In writing an investment value study report, the following requirements shall be observed:(1) Independence, prudence and objectiveness;(2) The materials quoted shall be authent

20、ic, accurate, integrate and authoritative, and the sources shall be indicated;(3) The evaluation on the industry of the issuer shall be consistent and coherent; and(4) There shall be no false record, misleading statement or major omission.Article 12 An investment value study report shall make compre

21、hensive analysis on the elements that affect the investment value of an issuer, and shall at least include the following contents:(1) The classification of the issuers industry, industrial policies, comparison between the issuer and the major competitors, and the issuers status in the said industry;

22、(2) Analysis on the issuers state of operation and development prospect;(3) Analysis on the issuers capacity of making profits and financial conditions;(4) Analysis on the issuers projects invested by raised funds;(5) Comparison between the investment value of the issuer and that of the comparable l

23、isted companies in the same industry; and(6) Macro economic trend, stock market trend and other elements that have important impact on the investment value of the issuer.An investment value study report shall, on the basis of the above-mentioned analysis, anticipate the rational investment value of

24、an issuers stock by using the estimating methods as recognized in the industry.Article 13 An issuer and its managing underwriter shall make recommendations and inquiries to the inquiry objects after publishing the prospectus of an initial public offering stock and the announcement on issuance, and s

25、hall make recommendations to the public investors via internet.Inquiry may be divided into initial inquiry and accumulated bidding inquiry. An issuer and its managing underwriter shall determine the issuing price span through initial inquiry, and determine the issuing price within the price span thr

26、ough accumulated bidding inquiry.Article 14 Where an initially offered stock is listed on the board of small and medium-sized enterprises, the issuer and its managing underwriter may determine the issuing price according to the outcome of initial inquiry instead of further conducting accumulated bid

27、ding inquiry.Article 15 An inquiry object may determine by itself whether to participate in initial inquiry; where an inquiry object applies for participating in initial inquiry, the managing underwriter may not refuse without legitimate reasons. An inquiry object that did not participate in the ini

28、tial inquiry, or participated in the initial inquiry but did not make effective quotation, shall not participate in the accumulated bidding inquiry and offline placement.Article 16 After the end of initial inquiry, where the number of the publicly offered shares is smaller than 400 million and the i

29、nquiry objects that provide effective quotations are less than 20, or the number of the publicly offered shares is larger than 400 million and the inquiry objects that provide effective quotations are less than 50, the issuer and its managing underwriter may not determine the issuing price and shall

30、 suspend the issuance.Where an issuer and its managing underwriter resume the issuance after suspending it, they shall report to the CSRC in a timely manner.Article 17 An inquiry object shall make reasonable quotation in accordance with the principles of independence, objectiveness and sincerity, ma

31、y not negotiate on the quotation or lower or raise prices on purpose.Article 18 The securities self-run account of a managing underwriter may not participate in the inquiry, offline placement and online issuance of the shares issued this time.An inquiry object that has actual control relationship wi

32、th the issuer or its managing underwriter may not participate in the inquiry and offline placement of the shares issued this time, but may participate in the online issuance.Article 19 An issuer and its managing underwriter shall, after determining the issuing price span and the issuing price, respectively report them to the CSRC for record and make public announcements accordingly.Article 20 An issuer and its managing underwriter may not mislead investors in the process of recommendation, or disturb the normal quotation or subscription of any inquiry object, or disclose the infor