证券发行上市保荐制度暂行办法 of the China Securities Regulatory Commission

中国证券监督管理委员会令第18号

颁布日期：20031228 　实施日期：20040201 　颁布单位：中国证券监督管理委员会

　　No. 18

　　The Interim Measures for the Stock Issuance and Listing Recommendation System， which were deliberated and adopted at the 49th executive meeting， are hereby promulgated and shall come into force as of February 1st， 2004.

　　Shang Fulin， Chairman

　　December 28th， 2003

　　The Interim Measures for the Stock Issuance and Listing Recommendation System

　　Chapter I General Provisions

　　Article 1 With a view to regulating the activities of listing and issuance of securities， to enhancing the quality of listed companies and the practices of securities operating institutions， to protecting the legitimate rights and interests of investors and to promote the sound development of securities market， the present Measures are formulated in accordance with the laws and administrative regulations.

　　Article 2 The present Measures shall apply to the join-stock limited companies' initial public offer of stocks and the listed companies' issuance of new stocks and convertible corporate bonds.

　　Article 3 The securities operating institutions shall fulfill the recommendation duties， shall register as the recommendation institutions in accordance with the present Measures.

　　Article 4 The recommendation institutions shall comply with the laws， administrative regulations， the rules of the China Securities Regulatory Commission （hereinafter referred to as CSRC） and the bylaws of the securities industry， shall recommend the issuance and listing of the issuers' securities honestly， faithfully， diligently and devotedly， and shall continuously supervise and urge the issuers to perform the relevant obligations.

　　When a recommendation institution performs the recommendation duties， it shall designate some recommendation representatives to take charge of the specific recommendation work.

　　Article 5 The recommendation institutions shall be responsible for the main underwriting work of the issuance of securities， and shall check the public offer financing documents according to the law， and shall give a recommendation advice to the CSRC.

　　The recommendation institutions shall ensure the authenticity， exactness and completeness of the documents issued by them.

　　Article 6 An issuer and its directors， supervisors， managers and other senior managerial persons （hereinafter referred to as the “senior managerial persons”）， the law firm， accounting firm， assets assessment institutions and other intermediary institutions that provide special services to the issuer （hereinafter referred to as “ the intermediary institutions”） and the signer of the issuer shall， in accordance with the laws， administrative regulations and the rules of the CSRC， bear the corresponding liabilities， and shall cooperate with the recommendation institutions to fulfill the recommendation duties.

　　The recommendation institution and the recommendation representatives' fulfillment of their duties cannot be deemed as a reason to mitigate the liabilities of the issuer and its senior managerial persons， the intermediary institutions and its signer or to exonerate them from their liabilities.

　　Article 7 The CSRC shall， according to the laws， administrative regulations and the present Measures， conduct supervision over and administration of the pertinent activities of the recommendation institutions and their representatives， the issuers and their managerial persons， the intermediary institutions and their signers.

　　The China Securities Association shall adopt self-disciplinary management to the recommendation institutions and the recommendation representatives.

　　Chapter II Registration of Recommendation Institutions and Recommendation Representatives

　　Article 8 Any securities operating institution or individual that has been reg

istered in the CSRC and is on the name list of the recommendation institutions and the recommendation representatives （hereinafter referred to as the name list） may engage in the recommendation work in accordance with the provisions of the present Measures. Any one who fails to be registered as a recommendation institution or recommendation representative in the CSRC and to be on the name list may not engage in the recommendation work.

　　Article 9 Where a securities operating institution files an application for being registered as a recommendation institution， it shall be a comprehensive securities company and shall submit to the CSRC a statement or commitments expressing its willingness to fulfill the recommendation duties.

　　Article 10 Where a securities operating institution is under any of the following circumstances， it shall not be registered as a recommendation institution：

　　（1） There are less than 2 recommendation representatives；

　　（2） There is any serious weakness in the company's governance structure， the risk control system is imperfect or hasn't been implemented effectively；

　　（3） It is removed from the name list of the CSRC because of violations of laws and regulations in the recent 24 months； or

　　（4） Any other circumstance prescribed by the CSRC.

　　Article 11 Where an individual files an application for being registered as a recommendation representative， he/she shall file an application to the CSRC via the recommendation institution in which he/she holds a position and submit the relevant evidential documents and statement if he/she has acquired the professional qualifications of securities and the corresponding certificate. And he/she shall meet the following conditions in addition：

　　（1） Having experience in any investment bank as prescribed by the CSRC；

　　（2） Having taken and passed the recommendation representatives' competence examination acknowledged by the CSRC；

　　（3） Having obtained a recommendation letter issued by the recommendation institution in which he/she holds a position and signed by the chairman of the board of directors or the general manager；

　　（4） Without any debt of considerably large amount that shall be paid off when it matures；

　　（5） His/her name hasn't been removed from the name list of the CSRC or he/she hasn't been given any administrative punishment by the CSRC because of violations of the law and regulations within the recent 36 months； and

　　（6） Other conditions as prescribed by the CSRC.

　　Article 12 The securities operating institutions and individuals shall ensure that the registration application documents be authentic， exact and complete. During the period of application， if there is any important change in the documents， the applicant shall submit new materials to the CSRC within 5 working days as of the day when the change occurs.

　　Article 13 Where an applicant meets the conditions， the CSRC shall， within 20 working days as of the day when it accepts his/her registration application， handle the registration formalities， list him/her in the name list and make an announcement. In case the applicant doesn't meet the conditions， the CSRC shall not handle the registration formalities and notify him/her of the reasons in writing.

　　Article 14 A recommendation institution shall， within 1 month as of the day when it or its recommendation representatives complete the registration or as of the day when it has been 12 months since the previous archival filing is completed， submit the annual archival filing form and the relevant materials to the CSRC so as to modify the registered information.

　　Article 15 Where there is any important change in the registered information of the recommendation institution or of its recommendation representatives， the recommendation institution shall， within 5 working days as of the day when the change occurs， report

to the CSRC.

　　Article 16 Where a recommendation institution is under any of the circumstances as prescribed in Article 10 of the present Measures， the CSRC shall remove it and its recommendation representatives from the name list.

　　Article 17 Where a recommendation representative is under any of the following circumstances， the CSRC shall remove his/her name from the name list：

　　（1） His/her professional license has been cancelled or withdrawn；

　　（2） Without experience in an investment bank as required by the CSRC；

　　（3） The recommendation institution has withdrawn its recommendation letter；

　　（4） He/She has been transferred from a recommendation institution or from the operating department of its investment bank；

　　（5） He/She fails to clear off any mature debt of considerably large amount；

　　（6） He/She is given any administrative punishment by the CSRC because of violations of the law and regulations or receives a criminal punishment because of committing a crime； or

　　（7） Other circumstances prescribed by the CSRC.

　　Article 18 Where a recommendation representative whose name has been removed from the name list meets the registration conditions， he/she may re-file an application for being registered as a recommendation representative. Where it has been more than 6 months as of the day when he/she is removed from the name list， he /she shall have the recommendation representatives' competence examination once again.

　　Chapter III Duties of the Recommendation Institutions

　　Article 19 A recommendation institution shall dutifully recommend the issuance and listing of the securities of an issuer. After the listing of the securities of an issuer， the recommendation institution shall continuously

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