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

related recommendation representatives are responsible within 6 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 68 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） Failing to disclose any regular report within th

e statutory time limit；

　　（2） Failing to disclose any important change of performance or loss according to the relevant provisions；

　　（3） Failing to disclose any purchase or selling of assets according to the relevant provisions；

　　（4） Failing to disclose any connected transaction according to the relevant provisions；

　　（5） Failing to disclose， according to the relevant provisions， any guaranty loss， disaster， calculation， preparation and recovery of assets depreciation， government subsidy and lawsuit compensations according to the relevant provisions；

　　（6） Failing to disclose any pledge of stock right or change of the actual controller according to the relevant provisions；

　　（7） Failing to disclose the information about any lawsuit， guaranty， important contract， modification to the financing project according to the relevant provisions； or

　　（8） 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 6 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 69 Within a natural year， where the recommendation representatives assigned by a recommendation institution is given at least 3 refusals under the supervision measures， or the accumulated time is longer than 12 months， and the rate between the accumulated time and number of the issuers recommended by the recommendation institution in the current year is ranked among the top 3， the CSRC shall not accept any recommendation made by it within 3 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 70 Where a recommendation institution or its recommendation representatives file a complaint about any supervision measures taken by the CSRC， the CSRC shall adopt the complaint if the following facts are supported by adequate proofs and it considers that the complaint is justified：

　　（1） The issuer or its senior managerial personnel intentionally conceal any important fact， the recommendation institution and the recommendation representatives have performed the duties diligently and devotedly；

　　（2） The issuer has made special hints in the public financing documents， and the recommendation institution and the recommendation representatives have performed the duties diligently and devotedly；

　　（3） Any force majeure causes the issuer's abnormal business performance or improper uses of the fund raised through financing or the issuer's failure to fulfill its commitments；

　　（4） The issuer and its senior managerial personnel intentionally violate the laws and regulations during the period of continuous supervision and guidance， the recommendation institution and the recommendation representatives have voluntarily disclosed their illegal acts and have performed the duties diligently and devotedly； or

　　（5） Any other circumstances under which the recommendation institution and the recommendation representatives have performed the duties diligently and devotedly.

　　Article 71 Any issuer and its senior managerial personnel， not according to the provisions of the present Measures， fail to hire a new recommendation institution after modifying the former， violate the laws and regulations during the period of continuous supervision and guidance and refuse to set right， or cause any other serious circumstance of failing to cooperate with the recommendation work， shall be recorded and announced by the C

SRC. And the CSRC may take the following supervision measures as well：

　　（1） Asking the issuer to report the information about the supervision and guidance offered by the recommendation institution to CSRC every month；

　　（2） Asking the issuer to disclose its monthly financial report and the related materials；

　　（3） Assigning an intermediary institution to conduct inspection；

　　（4） Asking the stock exchange to make special hints concerning the transactions of the securities of the issuer； and

　　（5） Refusing to accept any application of the issuer for the issuance of new stocks or convertible corporate bonds within 2-5 years.

　　Article 72 Where there is any false information， misleading statement or serious omission in the professional opinions issued by an intermediary institution and its signer， or any serious consequence is caused because of the intermediary institution's and its signer's un-cooperation with the recommendation work， the CSRC shall not accept its document within 6 months to 36 months as of the day when it is found， and shall announce the handling result.

　　Article 73 Where any of the recommendation institutions and their recommendation representatives， issuers and their senior managerial personnel， intermediary institutions and their signers violate the present Measures， the CSRC may take the supervision measures such as making a hint in talks， paying important attention， ordering it /him to set right or determining him as improper to take the corresponding position.

　　Article 74 Where any of the recommendation institutions and their recommendation representatives， the issuers and their senior managerial personnel and their signers should be given an administrative punishment because of intentionally violating the laws and administrative regulations， it/he shall be punished in accordance with the relevant regulations； in case the circumstance is serious and it/he is suspected of committing any crime， it/he shall be transferred to the judicial organ and shall be subject to the criminal liabilities.

　　Chapter VII Supplementary Provisions

　　Article 75 Upon the acknowledgement of the CSRC， the Securities Association of China or any other institutions may organize recommendation representative competence examinations.

　　Article 76 The present Measures shall come into force as of February 1st， 2004

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