上市公司新股发行管理办法 China Securities Regulatory Commission, Administration of Offerings of New Shares by Li

中国证券监督管理委员会令第1号
(Issued on, and effective as of, 25 February 2001)
颁布日期：20010225 　实施日期：20010225 　颁布单位：中国证券监督管理委员会

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures have been formulated pursuant to the Company Law, the Securities Law and other related laws and administrative regulations, in order to regulate the offering of new shares by listed companies, protect the lawful rights and interests of investors and safeguard the public interest.

　　Article 2　These Procedures shall apply to the offering of new shares to the public by listed companies.

　　For the purposes of these Procedures, the term "offerings of new shares to the public by listed companies" means a rights issue of shares to the original shareholders (Rights Issue) and the offering of shares to the general public (Additional Offering).

　　Article 3　When a listed company issues new shares as mentioned in the preceding article, it shall do so by means of cash subscription. Shares of the same class shall be offered at the same price.

　　Article 4　With the exception of listed financial companies, listed companies may not invest the proceeds obtained from the offering of new shares in financial institutions such as commercial banks, securities companies, etc.

　　Article 5　When listed companies apply to offer new shares, securities companies with lead distributor qualifications shall act as issue sponsors and lead distributors.

　　Article 6　The China Securities Regulatory Commission (CSRC) shall carry out the supervision and administration of the offering of new shares by listed companies in accordance with the law.

　　Article 7　The specific procedures for the administration of applications by listed companies to offer new shares by other methods shall be formulated separately.

　　PART TWO　CONDITIONS FOR AND POINTS TO BE NOTED IN THE OFFERING OF NEW SHARES

　　Article 8　When a listed company applies to offer new shares, it shall comply with the conditions stipulated in the Company Law and the Securities Law.

　　Article 9　When a listed company applies to offer new shares, it shall also comply with the following specific requirements:

　　1. it has a sound legal person governance structure, its personnel, assets and financial affairs are separate from those of the legal person(s) or other organization(s) with actual control over it and those of other affiliated enterprises and it ensures the independence of its personnel and financial affairs and the integrity of its assets;

　　2. the company's articles of association comply with the Company Law and the Listed Companies' Articles of Association Guidelines;

　　3. the notification for, the method of convening, the voting method at, and the substance of the resolutions of, the shareholders' general meeting comply with the Company Law and relevant provisions;

　　4. the purpose of the proceeds from the intended offering of new shares complies with State industrial policy;

　　5. the proceeds from the intended offering of new shares will not in principle exceed the amount of funds required for the proposed investment project approved by the shareholders' general meeting;

　　6. none of the company's funds or assets are held by an individual, legal person or other organization with actual control over it or persons associated therewith and there are no major inter-affiliate transactions which prejudice the company's interests;

　　7. any major purchase or sale of assets by the company is in compliance with the relevant provisions of the CSRC; and

　　8. other requirements stipulated by the CSRC.

　　Article 10　The CSRC shall not approve a listed company's offer application in the following circumstances:

　　1. the company has committed a serious violation of laws or regulations during the most recent three years;

　　2. the company has ch

anged, without authorization, the purpose of the proceeds stated in the prospectus and failed to rectify the same, or failed to submit the change to the shareholders' general meeting for approval;

　　3. the company's accounting and/or financial documents for the most recent three years contain(s) false entries or misleading statements or there are material omissions therein; the financial and/or accounting documentation on the relevant assets which were injected into the company during restructuring or the post-restructuring financial and/or accounting documentation contain(s) false entries or misleading statements or there are material omissions therein;

　　4. the offer documents contain false entries or misleading statements or there are material omissions therein;

　　5. the company has provided security for the debts of a shareholder, a shareholder's company or an individual; or

　　6. another circumstance recognized by the CSRC occurs.

　　Article 11　The securities company acting as lead distributor shall pay particular attention to the matters set forth below and provide an explanation of the same in the due diligence report:

　　1. inter-affiliate transactions that have a material impact on the operational capabilities and revenue of the company;

　　2. in comparison with other companies in the same industry, there are aberrations in such of the company's important financial indicators as its accounts receivable turnover rate and inventory turnover rate which may constitute a material risk;

　　3. the net increase in the company's cash flow and the net cash flow generated from business activities are negative and may give rise to payment difficulties;

　　4. the company has previously experienced a discrepancy between the pace of applying the proceeds from an offering and the undertaking it made in the original offer documents, the company has repeatedly changed the investment orientation of the proceeds or the effectiveness of its use of the proceeds did not attain the level disclosed by the company;

　　5. the company's financing plan for the intended offering, the funding requirements for the project in which the proceeds from the offering are to be invested and the application cycle therefor are at mutual variance and the investment project lacks an adequate rational;

　　6. after the completion of the previous offering, the listed company's performance declined markedly or its profit realization failed to reach 80% of the profit forecast;

　　7. the company did not distribute any dividends or bonuses during the most recent three years and the board of directors failed to provide a reasonable explanation of the same;

　　8. the company lacks sound accounting policies;

　　9. a large amount of the company's funds are idle, there are no secure and effective controls over the deposit and release of funds or the company entrusts a third party to manage a large amount of its funds;

　　10. the company's debt-asset ratio is unduly low and equity financing would cause the company's financial structure to become even more untenable or the company lacks a clear investment strategy which could lead to a surplus of funds;

　　11. the company's contingent debts are very large and pose a relatively high risk;

　　12. the company has a pending major arbitration or court case;

　　13. there are relatively large flaws in the company's internal control systems;

　　14. the company may not have the capacity for sustainable growth or there are major uncertainties in its operations;

　　15. the company has been publicly criticized by the CSRC or censured by the stock exchange during the past year for violation of information disclosure regulations or failure to perform reporting obligations;

　　16. the company's board of directors has failed to perform its undertakings to all the shareholders; or

　　17

. the company has failed to complete rectification within the time limit set in a notice to that effect issued by the CSRC or an office thereof.

　　PART THREE　OFFER PROCEDURE AND PARTICULARS TO BE EXAMINED

　　Article 12　The board of directors of a listed company shall decide on the engagement of the lead distributor. After the lead distributor has completed the due diligence investigation it shall reach a consensus with the board of directors on the proposal for the offering of new shares and agree to recommend the listed company's offering of new shares to the CSRC.

　　Article 13　When a listed company applies to offer new shares it shall lawfully adopt resolutions on the matters set forth below in accordance with the requirements hereof:

　　1. the board of directors shall pass resolutions on whether the intended offering complies herewith, the specific offer proposal, the feasibility of the use of the proceeds and the use of the proceeds from the preceding offering and submit the same to the shareholders' general meeting for its approval; and

　　2. the shareholders' general meeting shall conduct an item by item vote on such matters as the number of shares to be issued, the pricing method or price (including the price range) and the targeted subscribers for, the purpose and amount of the proceeds from, the effective term of the resolutions concerning, and the authorization of the board of directors to handle the specific matters connected with, the intended offering, etc.

　　Article 14　If one of the major events stipulated in Article 62 of the Securities Law or one of the points for attention stipulated in Article 11 hereof occurs between the submission of the offer application and the offering of the new shares, the listed company shall notify

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