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

　　Article 28　If an intermediary organization that provides services to a listed company offering new shares fails to perform its due diligence obligations, the CSRC shall criticize it publicly and order rectification within a specified period of time. During the period of rectification, the CSRC

shall defer the acceptance of the documents issued by the said intermediary organization.

　　Article 29　If a securities company fails to establish internal controls in accordance with the Internal Controls of Securities Companies Guidelines and is ordered by the CSRC to rectify the matter within a specific period of time, during the said period of rectification, the CSRC shall defer the acceptance of its recommendation opinions for listed companies offering new shares.

　　Article 30　If a listed company or its lead distributor discloses news of an offering before such news is made public, the CSRC shall criticize it publicly and order the listed company to publish a clarification announcement.

　　Article 31　If a listed company or its lead distributor provides financial assistance or compensation to institutional investors participating in the rights issue portion of an Additional Offering, the CSRC shall criticize it publicly and order it to promptly rectify the matter.

　　Article 32　If after the completion of an Additional Offering the realized profits of a listed company fail to match its profit forecast for a reason other than one that was unforeseeable by management before the offering and beyond the control of management after the offering, the listed company's chairman of the board, the registered accountant engaged by the company and the legal representative, business supervisor and project supervisor of the securities company that acted as lead distributor shall give a public explanation at a meeting of the shareholders' general meeting and in the designated newspaper(s). If the realized profits fail to reach 80% of the profit forecast and no reasonable explanation is forthcoming, the aforementioned persons shall issue a public apology in the designated newspaper(s). If the realized profits fail to reach 50% of the profit forecast, the CSRC shall publicly criticize the relevant listed company and shall not accept applications from the said company for offerings of new shares for a period of two years from the date on which it issued the public criticism.

　　Article 33　If during the year after the completion of its Rights Issue, a listed company's weighted average net return on assets fails to match the bank deposit interest rate for the same period, the listed company's chairman of the board and the legal representative, business supervisor and project supervisor of the securities company that acted as lead distributor shall give a public explanation at a meeting of the shareholders' general meeting and in the designated newspaper(s). If no reasonable explanation is forthcoming, the aforementioned persons shall issue a public apology in the designated newspaper(s) and the CSRC shall publicly criticize the listed company. If a listed company posts a loss for the year of its Rights Issue, the CSRC shall publicly criticize the said company and shall not accept applications therefrom for offerings of new shares for a period of two years from the date on which it issued the public criticism.

　　Article 34　If a non-financial listed company invests the proceeds from its offering in a financial institution such as a commercial bank, securities company, etc., the CSRC shall criticize it publicly and order it to promptly rectify the matter.

　　PART SIX　SUPPLEMENTARY PROVISIONS

　　Article 35　When companies with domestically listed foreign investment shares (B shares) offer B shares, they shall in principle handle matters in accordance with these Procedures.

　　Article 36　These Procedures shall enter into effect on the date of promulgation. The Relevant Questions Concerning Rights Issues by Listed Companies Circular (Zheng Jian Fa [1999] No. 12), the Relevant Questions Concerning Rights Issues by Listed Companies Supplementary Circular (Zheng Jian Gong Si Zi [2000] No. 21), the Public Share Offerings by Listed Companies Tentative Procedures (Zheng Jian Gong Si Zi [2000

] No. 42) and the Issue of B-shares for Capital Increase by Foreign Investment Share (B-share) Companies Listed Inside China Tentative Procedures (Zheng Wei Fa [1999] No. 17) are simultaneously repealed

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