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

the lead distributor in a timely manner, report the aforementioned circumstance to the CSRC and the stock exchange within two working days, and also amend the offer application documents. If the amendment requires the approval of the shareholders' general meeting, the board of directors shall convene a meeting of the same in a timely manner.

　　Article 15　When a listed company applies to offer new shares, it shall prepare and submit the offer application documents in accordance with the provisions of the CSRC.

　　Article 16　If a registered accountant has issued an audit report with a standard clean opinion on the listed company's financial and accounting reports for the most recent three years, the company shall submit such audited financial and accounting reports as part of its application documents. If the offer application is submitted in the second half of the year, the interim financial and accounting reports published by the company during the application year shall also be submitted.

　　If the registered accountant issues an audit report with an opinion on the financial and accounting reports for the most recent three years that is not a standard clean opinion, the matters raised therein must not materially affect the company or the effect thereof must already have been eliminated and any breach of lawfulness, fairness or consistency must have been rectified. In such event, the company shall submit, as part of its application documents, its audited financial and accounting reports for the most recent three years and the supplementary opinion issued by the registered accountant at the time the company makes its application on whether the matters raised in his audit report with an opinion that is not a standard clean opinion have been eliminated or rectified. If the offer application is submitted in the second half of the year, audited interim financial and accounting reports for the application year shall also be submitted. If the offer application is submitted in the first half of the year but the offering is anticipated for the second half of the year, the audited interim financial and accounting reports for the appl

ication year shall be submitted after the publication of the said interim reports.

　　If a listed company has been listed for less than three years or if it underwent a major restructuring less than one fiscal year before the intended offering, it shall submit its financial and accounting reports in accordance with the second paragraph of this article.

　　Article 17　The Listing Review Committee (the Listing Committee) shall examine listed companies' applications to offer new shares in accordance with the law, and the CSRC shall render its decision on whether to approve such applications on the basis of the opinions upon examination of the Listing Committee.

　　Article 18　Once its offer application has been approved by the CSRC, a listed company shall consult with the stock market to determine such specific matters as the issue date and listing of the new shares, the registration of the shares, etc.

　　Article 19　The specific operational procedures for Additional Offerings by listed companies shall be carried out in accordance with the relevant regulations of the CSRC. Before the offer price is set, a listed company may issue to investors a letter of intent to offer shares, which shall state that: "The entire contents of this letter of intent to offer shares shall constitute an irrevocable and integral part of the prospectus and shall have the same legal validity and effect as the prospectus".

　　After the lead distributor and the listed company have set the offer price in accordance with investors' subscription intent, they shall prepare the prospectus and submit the same to the CSRC for the record.

　　Article 20　A listed company whose offer application has not been approved may not submit another application to offer new shares for six months from the date on which the CSRC rendered its decision not to approve the application.

　　Article 21　Among the application documents, the listed company and the lead distributor shall issue an undertaking to guarantee that they will keep the Additional Offering confidential before news of the same is made public and will not provide any financial assistance or compensation to organizations participating in the rights issue portion of the forthcoming Additional Offering.

　　PART FOUR　INFORMATION DISCLOSURE

　　Article 22　After a listed company makes a decision to offer new shares, it shall disclose the relevant information in accordance with the following requirements:

　　1. Within two working days after the proposal for the forthcoming offering has been voted on and adopted by the board of directors, the same shall be reported to the stock exchange and a notice convening a meeting of the shareholders' general meeting shall be published:

　　The notice convening the meeting of the shareholders' general meeting shall include the resolution of the board of directors, the specific offer proposal to be voted on by the shareholders' general meeting, the explanation of the board of directors on the use of the proceeds from the previous offering and the special report of the registered accountant on the use of the proceeds from the previous offering. The notice shall also include the words "After an affirmative vote by the shareholders' general meeting, the said resolution must be submitted to the China Securities Regulatory Commission for its approval."

　　2. The board of directors shall, by means of an announcement, notify the shareholders concerning the matters set forth below at least five working days before the date of convening the shareholders' general meeting: (i) if the proceeds are to be used to acquire assets (including equity), the board of directors shall publish the appraisal report on the assets to be acquired; (ii) if after the completion of the acquisition the listed company will have actual control over the enterprise being acquired or will require consolidation of its statements with those of the

acquired enterprise, the board of directors shall publish the audited financial and accounting reports of the enterprise to be acquired for the most recent fiscal year and the most recent period and shall undertake that the aforementioned acquisition will not cause the company to become less independent.

　　The company's board of directors shall guarantee in the announcement that inter-affiliate transactions related to the forthcoming offering are in the company's best interest and will not prejudice the interests of unaffiliated shareholders or generate competition from entities in the same industry.

　　3. The Company shall publish the resolution of the shareholders' general meeting within two working days after the said meeting approves the proposal for the forthcoming offering. The announcement shall include the words "The proposal must still be submitted to the China Securities Regulatory Commission for its approval". If the shareholders' general meeting amends the board of directors' offer proposal, the amendments shall also be published.

　　Article 23　Within two working days after receipt of a notice of the approval of its offering from the CSRC, a listed company shall issue an announcement stating that it has received such approval.

　　A listed company whose offer application has not been approved shall issue, within two working days of the date of receipt of the notice from the CSRC, an announcement stating that its offering of new shares was not approved.

　　Article 24　After receipt of the approval to offer new shares from the CSRC, a listed company may publish its Rights Issue prospectus or a letter of intent to offer shares.

　　A listed company that receives approval for a Rights Issue shall publish the prospectus therefor at least five working days before the date for the registration of equity. Between the publication of the prospectus and the payment deadline, the listed company shall issue at least one reminder concerning the prospectus. The reminder shall indicate the place(s) where the prospectus is available and the internet address designated by the CSRC.

　　A listed company that receives approval for an Additional Offering shall, after the offer price has been set, announce the offer results. This announcement shall indicate the place(s) where the prospectus is available for review by investors and the internet address designated by the CSRC.

　　Article 25　The contents of the Rights Issue prospectus or letter of intent to offer shares published by a listed company shall be consistent with the version submitted to the CSRC for its approval. If there truly is a need to amend the prospectus or letter of intent, the consent of the CSRC shall be obtained before the same is published.

　　Article 26　If a listed company making an Additional Offering discloses its profit outlook, it shall make a careful profit forecast and have the same reviewed by a registered accountant with securities qualifications. If there are indeterminate factors influencing the profit forecast, an analysis and explanation of the indeterminate factors shall be provided.

　　If a listed company making an Additional Offering does not make a profit forecast, it shall print a special risk warning in a prominent place in the letter of intent to offer shares, the offer announcement and the prospectus.

　　Article 27　In its annual reports for the three years following the offering of new shares, a listed company shall continue disclosure on the profitability of the project in which the proceeds from the current offering have been invested.

　　PART FIVE　LEGAL LIABILITY

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