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

supervise and guide the issuer to fulfill the obligations such as operating normatively， keeping its promise， and disclosing the information， etc……

　　Article 20 Before a recommendation institution recommends the initial public offer of stocks of an issuer， it shall give guidance to the issuer according to the requirements of the CSRC.

　　Where the recommendation institution is to recommend the initial public offer of an issuer guided by any other institution， it shall， prior to making the recommendation， re-provide guidance to the issuer for at least 6 months.

　　Article 21 The recommendation institution may not recommend an issuer to issue securities by way of listing， until it meets the following requirements upon guidance：

　　（1） It meets the requirements for the public issuance of securities and the relevant regulations and has the capability of sustainable development；

　　（2） It is independent of the promoters， big shareholders and the actual controller in the aspects of operations， assets， personnel， institution and financial affairs. There is no intra-trade competition， obviously unfair connected transaction or any other act that may affect the independent operation of the issuer；

　　（3） There is no serious defect in the corporate governance， financial and accounting systems that may obstruct the sustained normative operation；

　　（4） The senior managerial persons have grasped the laws and administrative regulations and other related knowledge as required for entering the securities market， have known the statutory obligations and responsibilities of a listed company and its senior managerial personnel， are adequately honest and trustworthy， are capable of managing a listed company and have sufficient experiences； and

　　（5） Other requirements prescribed by the CSRC.

　　Article 22 Where a recommendation institution recommends the issuance and listing of the securities of an issuer， it shall， in accordance with the laws， administrative regulations and provisions of the CSRC， devotedly conduct investigations into and carefully examine the issuer and its promoters， big shareh

olders and actual controller. It shall， upon the entrustment of the issuer， organize and make the application documents and issue the recommendation documents.

　　Article 23 Among the issuer's public financing documents， those not supported by any professional opinion of an intermediary institution and its signer shall be fully， widely and properly investigated into by the recommendation institution， who shall then independently make a judgment on the materials provided by the issuer and the information disclosed by it and shall have adequate reasons to affirm that there is no material discrepancy between the judgment made by it and the issuer's public financing documents.

　　Article 24 Among the issuer's public financing documents， those containing the professional opinions issued by the intermediary institutions and their signers shall be carefully checked and verified by the recommendation institution， who shall independently make a judgment on the materials provided by the issuer and the information disclosed by it.

　　Where there is any important discrepancy between the judgment made by the recommendation institution and the professional opinion of an intermediary institution， the related items shall be re-investigated and re-verified， and another intermediary institution may be hired to provide professional services.

　　Article 25 A recommendation institution shall make the following commitments in its recommendation documents：

　　（1） It has adequate reasons to believe that the issuer meets the requirements prescribed in Article 14 of the present Measures， and it is proper for its securities to be listed and traded in the stock exchange；

　　（2） It has adequate reasons to believe that there is no false information， misleading statement or serious omission in the issuer's application documents and the public financing documents；

　　（3） It has adequate reasons to believe that the opinions of the issuer and its directors expressed in the public financing documents are well-grounded；

　　（4） It has adequate reasons to believe that there is no material discrepancy between its judgment and the opinions expressed by other intermediary institutions；

　　（5） It shall guarantee that the recommendation representatives assigned by it and the related personnel of this recommendation institution has fulfilled their duties diligently， and have devotedly conducted investigations into and have carefully verified the application documents of the issuer；

　　（6） It shall guarantee that there is no false information， misleading statement or serious omission in the recommendation documents and the other documents relating to the fulfillment of the recommendation duties；

　　（7） It shall guarantee that the professional services and the professional opinions provided to the issuer are in line with the laws， administrative regulations， the provisions of the CSRC and the bylaws of the securities industry；

　　（8） It voluntarily accepts the supervision measures taken by the CSRC according to the present Measures； and

　　（9） Other commitments as prescribed by the CSRC.

　　Article 26 The recommendation institution shall， after it has submitted the recommendation documents to the CSRC， shall actively help the CSRC to examine the said documents， and undertake the following tasks：

　　（1） To organize the issuer and its intermediary institutions to make replies to the opinions of the CSRC；

　　（2） To devotedly investigate into or verify the special matters in relation to the current issuance and listing of securities according to the requirements of the CSRC；

　　（3） To assign the recommendation representatives to conduct professional communications with the CSRC； and

　　（4） Other tasks prescribed by the CSRC.

　　Article 27 When recommending the listing of the securities of an issuer， the recommendation institution shall submit to

the stock exchange a recommendation letter and the pertinent documents as required in the listing rules in the stock exchange， and shall report them to the CSRC for archival purposes.

　　A recommendation letter shall contain the commitments as prescribed in Article 25 of the present Measures， the arrangement in relation to the continuous supervision over the issuer and other matters as required by the stock exchange.

　　Article 28 The recommendation institution shall determine the items and emphases of the continuous supervision and guidance according to the actual situation of the issuer， and shall undertake the following tasks：

　　（1） To supervise and guide the issuer to effectively implement and perfect the system in regard to the prevention of the big shareholders' and other connected parties' illegal use of the issuer's resources；

　　（2） To supervise and guide the issuer to effectively implement and perfect the internal control system in regard to the prevention of the senior managerial personnel's impairment to the interests of the issuer by taking the advantage of their positions；

　　（3） To supervise and guide the issuer to effectively implement and perfect the system in regard to guarantee of the fairness and normativeness of connected transactions， and to express its opinions on the connected transactions；

　　（4） To supervise and guide the issuer to fulfill the obligation of information disclosure， to examine the information disclosure documents and other documents submitted to the CSRC and the stock exchange；

　　（5） To continuously pay attention to the issuer' uses of the raised fund， the fulfillment of the investment project and other commitments；

　　（6） To continuously pay attention to the issuer's providing guaranties to others， and expressing its opinions； and

　　（7） Other tasks as required by the CSRC and stipulated in the recommendation agreement.

　　Article 29 As for an issuer of initial public offer of stocks， the period of continuous supervision and guidance shall be the remaining time of the current year of the listing of the securities and the following two full fiscal years. As for a listed company who issues new stocks or convertible corporate bonds， the period of continuous supervision and guidance shall be the remaining time of the current year of the listing of the securities and the following one full fiscal year. The period of continuous supervision and guidance shall start as of the day of the listing of the securities.

　　Article 30 At the expiration of the period of the continuous supervision and guidance， if there is any uncompleted recommendation task， the recommendation institution shall complete it continuously.

　　During the conscientious recommendation period or the continuous supervision and guidance period， if the recommendation institution fails to fulfill its duties diligently and devotedly， it shall bear the corresponding liabilities after the expiration of the period of continuous supervision and guidance.

　　Chapter IV Recommendation Procedures

　　Article 31 A recommendation institution shall establish and perfect the internal control system of the recommendation work.

　　Article 32 A recommendation institution shall establish and perfect the duty investigation system in regard to the issuance and listing of securities， the internal examination system concerning the issuance and listing application documents and the system in regard to the continuous supervision and guidance to the issuers after the listing of securities.

　　Article 33 A recommendatio

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