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

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中国证券监督管理委员会令第18号

颁布日期:20031228  实施日期:20040201  颁布单位:中国证券监督管理委员会

  No. 18

  The Interim Measures for the Stock Issuance and Listing Recommendation System, which were deliberated and adopted at the 49th executive meeting, are hereby promulgated and shall come into force as of February 1st, 2004.

  Shang Fulin, Chairman

  December 28th, 2003

  The Interim Measures for the Stock Issuance and Listing Recommendation System

  Chapter I General Provisions

  Article 1 With a view to regulating the activities of listing and issuance of securities, to enhancing the quality of listed companies and the practices of securities operating institutions, to protecting the legitimate rights and interests of investors and to promote the sound development of securities market, the present Measures are formulated in accordance with the laws and administrative regulations.

  Article 2 The present Measures shall apply to the join-stock limited companies' initial public offer of stocks and the listed companies' issuance of new stocks and convertible corporate bonds.

  Article 3 The securities operating institutions shall fulfill the recommendation duties, shall register as the recommendation institutions in accordance with the present Measures.

  Article 4 The recommendation institutions shall comply with the laws, administrative regulations, the rules of the China Securities Regulatory Commission (hereinafter referred to as CSRC) and the bylaws of the securities industry, shall recommend the issuance and listing of the issuers' securities honestly, faithfully, diligently and devotedly, and shall continuously supervise and urge the issuers to perform the relevant obligations.

  When a recommendation institution performs the recommendation duties, it shall designate some recommendation representatives to take charge of the specific recommendation work.

  Article 5 The recommendation institutions shall be responsible for the main underwriting work of the issuance of securities, and shall check the public offer financing documents according to the law, and shall give a recommendation advice to the CSRC.

  The recommendation institutions shall ensure the authenticity, exactness and completeness of the documents issued by them.

  Article 6 An issuer and its directors, supervisors, managers and other senior managerial persons (hereinafter referred to as the “senior managerial persons”), the law firm, accounting firm, assets assessment institutions and other intermediary institutions that provide special services to the issuer (hereinafter referred to as “ the intermediary institutions”) and the signer of the issuer shall, in accordance with the laws, administrative regulations and the rules of the CSRC, bear the corresponding liabilities, and shall cooperate with the recommendation institutions to fulfill the recommendation duties.

  The recommendation institution and the recommendation representatives' fulfillment of their duties cannot be deemed as a reason to mitigate the liabilities of the issuer and its senior managerial persons, the intermediary institutions and its signer or to exonerate them from their liabilities.

  Article 7 The CSRC shall, according to the laws, administrative regulations and the present Measures, conduct supervision over and administration of the pertinent activities of the recommendation institutions and their representatives, the issuers and their managerial persons, the intermediary institutions and their signers.

  The China Securities Association shall adopt self-disciplinary management to the recommendation institutions and the recommendation representatives.

  Chapter II Registration of Recommendation Institutions and Recommendation Representatives

  Article 8 Any securities operating institution or individual that has been registered in the CSRC and is on the name list of the recommendation institutions and the recommendation representatives (hereinafter referred to as the name list) may engage in the recommendation work in accordance with the provisions of the present Measures. Any one who fails to be registered as a recommendation institution or recommendation representative in the CSRC and to be on the name list may not engage in the recommendation work.

  Article 9 Where a securities operating institution files an application for being registered as a recommendation institution, it shall be a comprehensive securities company and shall submit to the CSRC a statement or commitments expressing its willingness to fulfill the recommendation duties.

  Article 10 Where a securities operating institution is under any of the following circumstances, it shall not be registered as a recommendation institution:

  (1) There are less than 2 recommendation representatives;

  (2) There is any serious weakness in the company's governance structure, the risk control system is imperfect or hasn't been implemented effectively;

  (3) It is removed from the name list of the CSRC because of violations of laws and regulations in the recent 24 months; or

  (4) Any other circumstance prescribed by the CSRC.

  Article 11 Where an individual files an application for being registered as a recommendation representative, he/she shall file an application to the CSRC via the recommendation institution in which he/she holds a position and submit the relevant evidential documents and statement if he/she has acquired the professional qualifications of securities and the corresponding certificate. And he/she shall meet the following conditions in addition:

  (1) Having experience in any investment bank as prescribed by the CSRC;

  (2) Having taken and passed the recommendation representatives' competence examination acknowledged by the CSRC;

  (3) Having obtained a recommendation letter issued by the recommendation institution in which he/she holds a position and signed by the chairman of the board of directors or the general manager;

  (4) Without any debt of considerably large amount that shall be paid off when it matures;

  (5) His/her name hasn't been removed from the name list of the CSRC or he/she hasn't been given any administrative punishment by the CSRC because of violations of the law and regulations within the recent 36 months; and

  (6) Other conditions as prescribed by the CSRC.

  Article 12 The securities operating institutions and individuals shall ensure that the registration application documents be authentic, exact and complete. During the period of application, if there is any important change in the documents, the applicant shall submit new materials to the CSRC within 5 working days as of the day when the change occurs.

  Article 13 Where an applicant meets the conditions, the CSRC shall, within 20 working days as of the day when it accepts his/her registration application, handle the registration formalities, list him/her in the name list and make an announcement. In case the applicant doesn't meet the conditions, the CSRC shall not handle the registration formalities and notify him/her of the reasons in writing.

  Article 14 A recommendation institution shall, within 1 month as of the day when it or its recommendation representatives complete the registration or as of the day when it has been 12 months since the previous archival filing is completed, submit the annual archival filing form and the relevant materials to the CSRC so as to modify the registered information.

  Article 15 Where there is any important change in the registered information of the recommendation institution or of its recommendation representatives, the recommendation institution shall, within 5 working days as of the day when the change occurs, report to the CSRC.

  Article 16 Where a recommendation institution is under any of the circumstances as prescribed in Article 10 of the present Measures, the CSRC shall remove it and its recommendation representatives from the name list.

  Article 17 Where a recommendation representative is under any of the following circumstances, the CSRC shall remove his/her name from the name list:

  (1) His/her professional license has been cancelled or withdrawn;

  (2) Without experience in an investment bank as required by the CSRC;

  (3) The recommendation institution has withdrawn its recommendation letter;

  (4) He/She has been transferred from a recommendation institution or from the operating department of its investment bank;

  (5) He/She fails to clear off any mature debt of considerably large amount;

  (6) He/She is given any administrative punishment by the CSRC because of violations of the law and regulations or receives a criminal punishment because of committing a crime; or

  (7) Other circumstances prescribed by the CSRC.

  Article 18 Where a recommendation representative whose name has been removed from the name list meets the registration conditions, he/she may re-file an application for being registered as a recommendation representative. Where it has been more than 6 months as of the day when he/she is removed from the name list, he /she shall have the recommendation representatives' competence examination once again.

  Chapter III Duties of the Recommendation Institutions

  Article 19 A recommendation institution shall dutifully recommend the issuance and listing of the securities of an issuer. After the listing of the securities of an issuer, the recommendation institution shall continuously supervise and guide the issuer to fulfill the obligations such as operating normatively, keeping its promise, and disclosing the information, etc……

  Article 20 Before a recommendation institution recommends the initial public offer of stocks of an issuer, it shall give guidance to the issuer according to the requirements of the CSRC.

  Where the recommendation institution is to recommend the initial public offer of an issuer guided by any other institution, it shall, prior to making the recommendation, re-provide guidance to the issuer for at least 6 months.

  Article 21 The recommendation institution may not recommend an issuer to issue securities by way of listing, until it meets the following requirements upon guidance:

  (1) It meets the requirements for the public issuance of securities and the relevant regulations and has the capability of sustainable development;

  (2) It is independent of the promoters, big shareholders and the actual controller in the aspects of operations, assets, personnel, institution and financial affairs. There is no intra-trade competition, obviously unfair connected transaction or any other act that may affect the independent operation of the issuer;

  (3) There is no serious defect in the corporate governance, financial and accounting systems that may obstruct the sustained normative operation;

  (4) The senior managerial persons have grasped the laws and administrative regulations and other related knowledge as required for entering the securities market, have known the statutory obligations and responsibilities of a listed company and its senior managerial personnel, are adequately honest and trustworthy, are capable of managing a listed company and have sufficient experiences; and

  (5) Other requirements prescribed by the CSRC.

  Article 22 Where a recommendation institution recommends the issuance and listing of the securities of an issuer, it shall, in accordance with the laws, administrative regulations and provisions of the CSRC, devotedly conduct investigations into and carefully examine the issuer and its promoters, big shareholders and actual controller. It shall, upon the entrustment of the issuer, organize and make the application documents and issue the recommendation documents.

  Article 23 Among the issuer's public financing documents, those not supported by any professional opinion of an intermediary institution and its signer shall be fully, widely and properly investigated into by the recommendation institution, who shall then independently make a judgment on the materials provided by the issuer and the information disclosed by it and shall have adequate reasons to affirm that there is no material discrepancy between the judgment made by it and the issuer's public financing documents.

  Article 24 Among the issuer's public financing documents, those containing the professional opinions issued by the intermediary institutions and their signers shall be carefully checked and verified by the recommendation institution, who shall independently make a judgment on the materials provided by the issuer and the information disclosed by it.

  Where there is any important discrepancy between the judgment made by the recommendation institution and the professional opinion of an intermediary institution, the related items shall be re-investigated and re-verified, and another intermediary institution may be hired to provide professional services.

  Article 25 A recommendation institution shall make the following commitments in its recommendation documents:

  (1) It has adequate reasons to believe that the issuer meets the requirements prescribed in Article 14 of the present Measures, and it is proper for its securities to be listed and traded in the stock exchange;

  (2) It has adequate reasons to believe that there is no false information, misleading statement or serious omission in the issuer's application documents and the public financing documents;

  (3) It has adequate reasons to believe that the opinions of the issuer and its directors expressed in the public financing documents are well-grounded;

  (4) It has adequate reasons to believe that there is no material discrepancy between its judgment and the opinions expressed by other intermediary institutions;

  (5) It shall guarantee that the recommendation representatives assigned by it and the related personnel of this recommendation institution has fulfilled their duties diligently, and have devotedly conducted investigations into and have carefully verified the application documents of the issuer;

  (6) It shall guarantee that there is no false information, misleading statement or serious omission in the recommendation documents and the other documents relating to the fulfillment of the recommendation duties;

  (7) It shall guarantee that the professional services and the professional opinions provided to the issuer are in line with the laws, administrative regulations, the provisions of the CSRC and the bylaws of the securities industry;

  (8) It voluntarily accepts the supervision measures taken by the CSRC according to the present Measures; and

  (9) Other commitments as prescribed by the CSRC.

  Article 26 The recommendation institution shall, after it has submitted the recommendation documents to the CSRC, shall actively help the CSRC to examine the said documents, and undertake the following tasks:

  (1) To organize the issuer and its intermediary institutions to make replies to the opinions of the CSRC;

  (2) To devotedly investigate into or verify the special matters in relation to the current issuance and listing of securities according to the requirements of the CSRC;

  (3) To assign the recommendation representatives to conduct professional communications with the CSRC; and

  (4) Other tasks prescribed by the CSRC.

  Article 27 When recommending the listing of the securities of an issuer, the recommendation institution shall submit to the stock exchange a recommendation letter and the pertinent documents as required in the listing rules in the stock exchange, and shall report them to the CSRC for archival purposes.

  A recommendation letter shall contain the commitments as prescribed in Article 25 of the present Measures, the arrangement in relation to the continuous supervision over the issuer and other matters as required by the stock exchange.

  Article 28 The recommendation institution shall determine the items and emphases of the continuous supervision and guidance according to the actual situation of the issuer, and shall undertake the following tasks:

  (1) To supervise and guide the issuer to effectively implement and perfect the system in regard to the prevention of the big shareholders' and other connected parties' illegal use of the issuer's resources;

  (2) To supervise and guide the issuer to effectively implement and perfect the internal control system in regard to the prevention of the senior managerial personnel's impairment to the interests of the issuer by taking the advantage of their positions;

  (3) To supervise and guide the issuer to effectively implement and perfect the system in regard to guarantee of the fairness and normativeness of connected transactions, and to express its opinions on the connected transactions;

  (4) To supervise and guide the issuer to fulfill the obligation of information disclosure, to examine the information disclosure documents and other documents submitted to the CSRC and the stock exchange;

  (5) To continuously pay attention to the issuer' uses of the raised fund, the fulfillment of the investment project and other commitments;

  (6) To continuously pay attention to the issuer's providing guaranties to others, and expressing its opinions; and

  (7) Other tasks as required by the CSRC and stipulated in the recommendation agreement.

  Article 29 As for an issuer of initial public offer of stocks, the period of continuous supervision and guidance shall be the remaining time of the current year of the listing of the securities and the following two full fiscal years. As for a listed company who issues new stocks or convertible corporate bonds, the period of continuous supervision and guidance shall be the remaining time of the current year of the listing of the securities and the following one full fiscal year. The period of continuous supervision and guidance shall start as of the day of the listing of the securities.

  Article 30 At the expiration of the period of the continuous supervision and guidance, if there is any uncompleted recommendation task, the recommendation institution shall complete it continuously.

  During the conscientious recommendation period or the continuous supervision and guidance period, if the recommendation institution fails to fulfill its duties diligently and devotedly, it shall bear the corresponding liabilities after the expiration of the period of continuous supervision and guidance.

  Chapter IV Recommendation Procedures

  Article 31 A recommendation institution shall establish and perfect the internal control system of the recommendation work.

  Article 32 A recommendation institution shall establish and perfect the duty investigation system in regard to the issuance and listing of securities, the internal examination system concerning the issuance and listing application documents and the system in regard to the continuous supervision and guidance to the issuers after the listing of securities.

  Article 33 A recommendation institution shall establish and perfect the system in regard to the continuous training of the recommendation representatives and other personnel engaging in recommendation work.

  Article 34 A recommendation institution shall establish and perfect the system in regard to the archival files. It shall establish separate archival files for each recommendation project.

  The recommendation archives shall be authentic, exact and complete, and shall be preserved for not less than 10 years.

  Article 35 Where any of the following circumstances exists that may affect the impartial performance of duties of recommendation, a recommendation institution may not recommend the issuance and listing of the securities of any issuer:

  (1) The aggregate shares of the recommendation institution, the actual controllers and the important connected parties exceed 7% of the total shares of the issuer;

  (2) The issuer holds or controls 7% of the total shares of the recommendation institution;

  (3) Any of the recommendation institution's recommendation representatives, directors, supervisors, managers and other senior managerial personnel has an interest in the issuer, takes a position in the issuer or any other circumstance that may affect the impartial performance of the recommendation duties; or

  (4) The recommendation institution, or any of its big shareholders, actual controllers and important connected parties provide guaranty or financing services to the issuer.

  Article 36 The recommendation institution and the issuer shall conclude a recommendation agreement so as to specify their respective rights and obligations.

  Article 37 The recommendation institution shall, in accordance with the bylaws of the securities industry and by consulting the issuer, determine the relevant fees for the performance of the recommendation duties.

  Article 38 Where a recommendation agreement is terminated prior to the publication of the public offer financing documents, the recommendation institution and the issuer shall respectively report to the CSRC and give it explanations within 5 working days as of the day of termination.

  Article 39 After the publication of the public offer financing documents, the recommendation institution and the issuer shall not terminate the recommendation agreement, except that the issuer hires another recommendation institution to apply for the issuance of new stocks or convertible corporate bonds and that the recommendation institution has been removed from the name list by the CSRC.

  Where a recommendation agreement is terminated, the recommendation institution and the issuer shall report to the CSRC and the stock exchange and give them explanations within 5 working days as of the day of termination.

  Article 40 Where the recommendation institution is removed from the name list of the CSRC during the period of continuous supervision and guidance, the issuer shall hire another recommendation institution within one month.

  Article 41 The other recommendation institution hired shall finish the supervision and guidance work uncompleted by the former one, and the supervision and guidance period shall not be shorter than a full fiscal year.

  The other recommendation institution hired shall carry out the recommendation work and bear the corresponding liabilities as of the day when the recommendation agreement is concluded. The former recommendation institution shall bear the corresponding liabilities during the period of the conscientious recommendation and the period of continuous supervision and guidance.

  Article 42 A recommendation institution shall assign 2 recommendation representatives to take charge of the specific recommendation work of an issuer, shall issue a special authorization signed by the chairman of the board of directors or by the general manager, and shall ensure that the relevant departments and personnel of the recommendation institution efficiently cooperate with each other based on division of labor.

  In addition, the recommendation institution shall assign a project principal. A recommendation representative may take the position of a project principal.

  Article 43 After the issuance of the securities of an issuer, the recommendation institution shall not change the recommendation representatives, except that they are removed from the name list by the CSRC because of being transferred from the recommendation institution or any other circumstance.

  Where the recommendation institution changes the recommendation representatives, it shall notify the issuer, and shall report and give explanations to the CSRC and the stock exchange. The former recommendation representatives shall bear the corresponding liabilities for the period during which they take charge of the specific recommendation work.

  Article 44 The legal representative of the recommendation institution, the person-in-charge of the business department of the investment bank, the person-in-charge of internal examination, the recommendation representatives and project principal shall affix their signatures to the recommendation documents, and list their names in the issuer's public financing documents.

  Article 45 The recommendation institution shall in time notify the issuer of the opinions expressed for the performance of the recommendation duties, shall keep them as its work archives, and may make an announcement according to the provisions of the present Measures and report them to the CSRC and the stock exchange.

  Article 46 The recommendation institution shall submit a “recommendation summary report” to the CSRC and the stock exchange within 10 working days after completing the continuous supervision and guidance work.

  Article 47 Where a recommendation representative engaging in recommendation work is interfered with by any unjustifiable factor, he/she shall independently keep his/her professional opinions, which shall be recorded in the recommendation archives.

  Article 48 Since all the recommendation representatives and other personnel engaging in recommendation work are the persons who know the inside information, they shall abide by the laws, the administrative regulations and the provisions of the CSRC, shall not directly or indirectly seek improper interests for themselves or for any other person by making use of the access to the inside information.

  Chapter V The Coordination of Recommendation Work

  Article 49 A recommendation institution may, when performing the recommendation duties, exercise the following rights to an issuer:

  (1) To ask the issuer to notify it of the information according to the provisions of the present Measures and in the form as stipulated in the recommendation agreement;

  (2) To announce the illegal acts of the issuer in pursuance of information disclosure provisions of the CSRC and the stock exchange; and

  (3) To exercise other rights as provided by the CSRC or stipulated in the recommendation agreement.

  Article 50 Where an issuer is under any of the following circumstances, it shall in time inform or consult the recommendation institution, and shall, according to the stipulations in the agreement, submit the relevant documents to the recommendation institution:

  (1) Modifying its commitments in regard to the financing and investment project, etc.;

  (2) Making any connected transaction and providing guaranty to any other person, etc.;

  (3) Performing the information disclosure duties or reporting the relevant matters to the CSRC and the stock exchange;

  (4) Committing any illegal act or other serious acts; and

  (5) Other matters as prescribed by the CSRC or as stipulated in the recommendation agreement.

  Article 51 Prior to the issuance of securities, in case the issuer fails to cooperate with the recommendation institution to perform the recommendation duties, the recommendation institution shall express its reservations, and shall give explanations in the recommendation documents; in case the circumstance is serious, it shall refuse to make recommendation or withdraw the recommendation that it has already completed.

  Article 52 After the issuance of securities, in case the recommendation institution has adequate reasons to hold that the issuer may have illegal acts or other improper acts, it shall supervise and urge the issuer to make explanations and order it to get right within a time limit; in case the circumstance is serious, it shall report to the CSRC and the stock exchange.

  Article 53 A recommendation institution shall organize and coordinate the relevant work of the intermediary institutions and their signers when they participate in the issuance and listing of securities.

  Article 54 Where a recommendation institution has any doubts about the professional opinions issued by an intermediary institution and its signer, it shall actively negotiate with this intermediary institution and may ask it to make explanations or to present the basis.

  Article 55 Where a recommendation institution has adequate reasons to ensure that the professional opinions issued by an intermediary institution and its signer may have false information, misleading statement, serious omission or any other illegal or improper circumstance, it shall in time express its opinions; in case the circumstance is serious, it shall report to the CSRC and the stock exchange.

  Article 56 An intermediary institution and its signer shall keep professional independence, shall prudently make a new judgment 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 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 the 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 CSRC. 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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