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

n institution shall establish and perfect the system in regard to the continuous training of the recommendation representatives and other personnel engaging in recommendation work.

　　Article 34 A recommendation institution shall establish and perfect the system in regard to the archival files. It shall establish separa

te archival files for each recommendation project.

　　The recommendation archives shall be authentic， exact and complete， and shall be preserved for not less than 10 years.

　　Article 35 Where any of the following circumstances exists that may affect the impartial performance of duties of recommendation， a recommendation institution may not recommend the issuance and listing of the securities of any issuer：

　　（1） The aggregate shares of the recommendation institution， the actual controllers and the important connected parties exceed 7% of the total shares of the issuer；

　　（2） The issuer holds or controls 7% of the total shares of the recommendation institution；

　　（3） Any of the recommendation institution's recommendation representatives， directors， supervisors， managers and other senior managerial personnel has an interest in the issuer， takes a position in the issuer or any other circumstance that may affect the impartial performance of the recommendation duties； or

　　（4） The recommendation institution， or any of its big shareholders， actual controllers and important connected parties provide guaranty or financing services to the issuer.

　　Article 36 The recommendation institution and the issuer shall conclude a recommendation agreement so as to specify their respective rights and obligations.

　　Article 37 The recommendation institution shall， in accordance with the bylaws of the securities industry and by consulting the issuer， determine the relevant fees for the performance of the recommendation duties.

　　Article 38 Where a recommendation agreement is terminated prior to the publication of the public offer financing documents， the recommendation institution and the issuer shall respectively report to the CSRC and give it explanations within 5 working days as of the day of termination.

　　Article 39 After the publication of the public offer financing documents， the recommendation institution and the issuer shall not terminate the recommendation agreement， except that the issuer hires another recommendation institution to apply for the issuance of new stocks or convertible corporate bonds and that the recommendation institution has been removed from the name list by the CSRC.

　　Where a recommendation agreement is terminated， the recommendation institution and the issuer shall report to the CSRC and the stock exchange and give them explanations within 5 working days as of the day of termination.

　　Article 40 Where the recommendation institution is removed from the name list of the CSRC during the period of continuous supervision and guidance， the issuer shall hire another recommendation institution within one month.

　　Article 41 The other recommendation institution hired shall finish the supervision and guidance work uncompleted by the former one， and the supervision and guidance period shall not be shorter than a full fiscal year.

　　The other recommendation institution hired shall carry out the recommendation work and bear the corresponding liabilities as of the day when the recommendation agreement is concluded. The former recommendation institution shall bear the corresponding liabilities during the period of the conscientious recommendation and the period of continuous supervision and guidance.

　　Article 42 A recommendation institution shall assign 2 recommendation representatives to take charge of the specific recommendation work of an issuer， shall issue a special authorization signed by the chairman of the board of directors or by the general manager， and shall ensure that the relevant departments and personnel of the recommendation institution efficiently cooperate with each other based on division of labor.

　　In addition， the recommendation institution shall assign a project principal. A recommendation representative may take the position of a project principal.

　　Article 43 After the is

suance of the securities of an issuer， the recommendation institution shall not change the recommendation representatives， except that they are removed from the name list by the CSRC because of being transferred from the recommendation institution or any other circumstance.

　　Where the recommendation institution changes the recommendation representatives， it shall notify the issuer， and shall report and give explanations to the CSRC and the stock exchange. The former recommendation representatives shall bear the corresponding liabilities for the period during which they take charge of the specific recommendation work.

　　Article 44 The legal representative of the recommendation institution， the person-in-charge of the business department of the investment bank， the person-in-charge of internal examination， the recommendation representatives and project principal shall affix their signatures to the recommendation documents， and list their names in the issuer's public financing documents.

　　Article 45 The recommendation institution shall in time notify the issuer of the opinions expressed for the performance of the recommendation duties， shall keep them as its work archives， and may make an announcement according to the provisions of the present Measures and report them to the CSRC and the stock exchange.

　　Article 46 The recommendation institution shall submit a “recommendation summary report” to the CSRC and the stock exchange within 10 working days after completing the continuous supervision and guidance work.

　　Article 47 Where a recommendation representative engaging in recommendation work is interfered with by any unjustifiable factor， he/she shall independently keep his/her professional opinions， which shall be recorded in the recommendation archives.

　　Article 48 Since all the recommendation representatives and other personnel engaging in recommendation work are the persons who know the inside information， they shall abide by the laws， the administrative regulations and the provisions of the CSRC， shall not directly or indirectly seek improper interests for themselves or for any other person by making use of the access to the inside information.

　　Chapter V The Coordination of Recommendation Work

　　Article 49 A recommendation institution may， when performing the recommendation duties， exercise the following rights to an issuer：

　　（1） To ask the issuer to notify it of the information according to the provisions of the present Measures and in the form as stipulated in the recommendation agreement；

　　（2） To announce the illegal acts of the issuer in pursuance of information disclosure provisions of the CSRC and the stock exchange； and

　　（3） To exercise other rights as provided by the CSRC or stipulated in the recommendation agreement.

　　Article 50 Where an issuer is under any of the following circumstances， it shall in time inform or consult the recommendation institution， and shall， according to the stipulations in the agreement， submit the relevant documents to the recommendation institution：

　　（1） Modifying its commitments in regard to the financing and investment project， etc.；

　　（2） Making any connected transaction and providing guaranty to any other person， etc.；

　　（3） Performing the information disclosure duties or reporting the relevant matters to the CSRC and the stock exchange；

　　（4） Committing any illegal act or other serious acts； and

　　（5） Other matters as prescribed by the CSRC or as stipulated in the recommendation agreement.

　　Article 51 Prior to the issuance of securities， in case the issuer fails to cooperate with the recommendation institution to perform the recommendation duties， the recommendation institution shall express its reservations， and shall give explanations in the recommendation documents； in case the circumstance is serious， it shall refuse to make re

commendation or withdraw the recommendation that it has already completed.

　　Article 52 After the issuance of securities， in case the recommendation institution has adequate reasons to hold that the issuer may have illegal acts or other improper acts， it shall supervise and urge the issuer to make explanations and order it to get right within a time limit； in case the circumstance is serious， it shall report to the CSRC and the stock exchange.

　　Article 53 A recommendation institution shall organize and coordinate the relevant work of the intermediary institutions and their signers when they participate in the issuance and listing of securities.

　　Article 54 Where a recommendation institution has any doubts about the professional opinions issued by an intermediary institution and its signer， it shall actively negotiate with this intermediary institution and may ask it to make explanations or to present the basis.

　　Article 55 Where a recommendation institution has adequate reasons to ensure that the professional opinions issued by an intermediary institution and its signer may have false information， misleading statement， serious omission or any other illegal or improper circumstance， it shall in time express its opinions； in case the circumstance is serious， it shall report to the CSRC and the stock exchange.

　　Article 56 An intermediary institution and its signer shall keep professional independence， shall prudently make a new judgmen

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