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

t on the doubts or opinions raised by the recommendation institution， shall in time notify the recommendation institution and the issuer of its opinions， and may report to the relevant departments， the CSRC and the stock exchange according to the law.

　　Chapter VI Supervisory Measures and Legal Liabilities

　　Article 57 The CSRC shall establish a recommendation credit-standing supervision system to conduct continuous and dynamic management in regard to the registration of the recommendation institutions and recommendation representatives and to announce the records such as their professional practices， illegal acts， other bad acts and the supervision measures taken against them.

　　Article 58 A recommendation institution and its recommendation representatives shall bear the corresponding liabilities as of the day when the recommendation institution submits the recommendation documents to the CSRC.

　　Article 59 Where the application documents for the registration of a recommendation institution submitted by a securities operating institution to the CSRC contain any false information， misleading statement or serious omission， the CSRC shall refuse to handle the registration， or remove the recommendation institution from the name list if it has completed the registration.

　　Where the application documents for registration of a recommendation representative contain any false information， misleading statement or serious omission， the CSRC shall refuse to handle the registration， or remove him/her from the name list if it has completed the registration， and shall refuse to accept any application for the registration of recommendation representatives recommended by this recommendation institution within 6 months as of the day of removal.

　　Article 60 Where any recommendation document submitted by a recommendation institution to the CSRC and the stock exchange contains any false information， misleading statement or serious omission， or where the recommendation institution induces， or assists the issuer or intermediary institutions to provide documents that contain any false information， misleading statement or serious omission， or is involved in this act， the CSRC shall not accept any recommendation made by the recommendation institution within 6 months as of the day when this act is found； the CSRC shall not accept any recommendation for which the recommendation representatives are responsible within 12 months； as for

any recommendation that has been accepted， the CSRC shall order the recommendation institution to replace the recommendation representatives； in case the circumstance is serious， the CSRC shall remove the recommendation institution and the related recommendation representatives from the name list.

　　Article 61 Where a recommendation institution or a recommendation representative induces， assists an issuer to interfere with the examination work of the CSRC and the Stock Issuance Examination Commission of the CSRC in violation of the law and administrative regulations or is involved in interfering with the examination work， the CSRC shall not accept any new recommendation made by the recommendation institution within 3 months as of the day when it is found， shall not accept any recommendation for which the recommendation representatives are responsible within 6 months； as for any recommendation that has been accepted， the CSRC shall order the recommendation institution to replace the recommendation representatives； in case the circumstance is serious， the CSRC shall remove the recommendation institution and the related recommendation representatives from the name list.

　　Article 62 Where a recommendation institution， in violation of Article 34 of the present Measures， fails to establish archival files for the recommendation work or there is any false information or serious omission in the archival files for the recommendation work， the CSRC shall not accept any recommendation made by the recommendation institution within 3 months as of the day when it is found， and shall not accept any recommendation for which the recommendation representatives are responsible within 6 months.

　　Article 63 Where a recommendation institution or a recommendation representative is under investigation because the investment bank is suspected of having committed illegal offences， the CSRC shall suspend the acceptance of any recommendation made by the recommendation institution and any recommendation for which the relevant recommendation representatives are responsible.

　　Article 64 Where a recommendation representative is criticized openly by the stock exchange or the CSRC because of the operations of the investment bank or the issuer， for whose recommendation work he/she is responsible， during the period of the duty recommendation or during the period of continuous supervision and guidance， the CSRC shall not accept any specific recommendation for which he/she is responsible within 3 months as of the day when he/she is openly criticized； as for any recommendation that has been accepted， the CRSC shall order the recommendation institution to replace him/her.

　　Article 65 Where an issuer is under any of the following circumstances， the CSRC shall not accept any recommendation made by the recommendation institution within 3 months as of the day when it is found， and shall remove the related recommendation representatives from the name list：

　　（1） There is any false information， misleading statement or serious omission in the public financing documents or any other application document；

　　（2） There occurs a business loss in the current year of the listing of securities； or

　　（3） During the period of continuous supervision and guidance， there occurs any false information， misleading statement or serious omission in the information disclosure documents.

　　Article 66 Where an issuer is under any of the following circumstances during the period of continuous supervision and guidance， the CSRC shall not， within 3 months as of the day when it is found， accept any specific recommendation for which the related recommendation representatives are responsible：

　　（1） The uses of more than 50 % of the aggregate amount of the fund raised in the current year are not in conformity with the commitments；

　　（2） The profit from the main businesses of the current year slopes down by 50

% or more than that of the previous year；

　　（3） There is any change of the big shareholders or the actual controller within 12 months as of the day of the listing of securities；

　　（4） More than 50% or more of the assets or main businesses accumulated has been restructured within 12 months as of the day of the initial public offer of stocks；

　　（5） More than 50% or more of the assets or main businesses accumulated has been restructured within 12 months as of the day when a listed company issues new stocks or convertible corporate bonds， and that has not been disclosed in any public financing documents； or

　　（6） Any other circumstance as prescribed by the CSRC.

　　Within a natural year， where an issuer is under two or more of the circumstances as mentioned in the preceding paragraph and it is ranked among the top 10 violators， the CSRC shall refuse to accept any specific recommendation for which the related recommendation representatives are responsible within 12 months as of the day when it is found； as for a recommendation that has been accepted， the CSRC shall order the recommendation institution to replace the recommendation representatives.

　　Article 67 Where an issuer is under any of the following circumstances during the period of continuous supervision and guidance， the CSRC shall not accept any specific recommendation for which the related recommendation representatives are responsible within 3 months as of the day when it is found：

　　（1） The actual profits are at least 27 % less than the expected profits；

　　（2） The amount of the money involved in the connected transactions that are obviously unfair or not conformity with the prescribed procedures is more than 5% of the net assets upon final audit of the previous year， or the profit and loss affected is more than 10% of the net profits upon final audit of the previous year；

　　（3） The sum involved in the big shareholders， the actual controller's or other connected parties' occupation of the issuer's resources in violation of the relevant provisions is more than 5% of the value of the net assets upon final audit of the previous year， or the profit and loss affected is more than 10% of the net profits upon final audit of the previous year；

　　（4） The sum involved in providing guaranties to others violating the relevant provisions is more than 10 % of the net assets upon final audit of the previous year， or the profit and loss affected is more than 10% of the net profits upon final audit of the previous year；

　　（5） The sum involved in purchasing or selling assets， in loans or asset management under authorization exceeds 10 % of the net assets upon final audit of the previous year， or the profit and loss affected is more than 10% of the net profits upon final audit of the previous year；

　　（6） The senior managerial personnel are given an administrative punishment or subject to criminal liabilities because of their misappropriation of the interests of the issuer； or

　　（7） Any other circumstances as prescribed by the CSRC.

　　Within a natural year， where an issuer is under two or more of the circumstances as mentioned in the preceding paragraph and it is ranked among the top 10 violators， the CSRC shall refuse to accept any specific recommendation for which the

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