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境内企业申请到香港创业板上市审批与监管指引 Examination, Approval and Supervision of Enterprises in China Applying to List on the Hong Kong Growth Enterprise Market Guidelines

2006-05-14 15:41   我要纠错 | 打印 | 收藏 | | |

(Promulgated by the China Securities Regulatory Commission on 21 September 1999.)
颁布日期:19990921  实施日期:19990921  颁布单位:中国证券监督管理委员会

  In order to ensure that the listing of domestic enterprises on the Hong Kong Growth Enterprise Market (GEM) be conducted in an orderly manner, any State-owned enterprise, collective enterprise or enterprise characterized by another form of ownership meeting the conditions enumerated herein may, after legally establishing a company limited by shares, voluntarily have a listing sponsor represent them in submitting an application to the China Securities Regulatory Commission (CSRC). Applications are subject to examination and approval by the CSRC, which will approve those enterprises that are ready to list.

  1. The conditions for a domestic enterprise to apply for a listing on the Hong Kong Growth Enterprise Market:

  (1) It shall be a company limited by shares (Company) approved by a provincial level people's government or the State Economic and Trade Commission, legally established and operating in accordance with standards.

  (2) The Company and its principal sponsor shall comply with relevant State laws, regulations and policies and they shall not have committed any major violations of laws or regulations during the most recent two years.

  (3) The Company shall meet the conditions prescribed in the rules for listing on the Hong Kong Growth Enterprise Market.

  (4) The listing sponsor shall consider the Company's listing to be feasible and assume sponsoring responsibilities in accordance with regulations.

  (5) High and new technology enterprises recognized by the State's Ministry of Science and Technology shall enjoy priority approval.

  2. The documents a domestic enterprise applying to list on the Hong Kong Growth Enterprise Market must submit to the CSRC

  A domestic enterprise applying to list on the Hong Kong Growth Enterprise Market must submit the following documents to the CSRC:

  (1) the Company's application, which shall include the following particulars: an overview of the Company's history and business, its equity structure, the proposed use for the proceeds raised and an analysis of the business risks, its business development objectives, an analysis of the costs of the fund raising effort, etc.;

  (2) an analysis of and the opinion on the feasibility of the Company's listing issued by the listing sponsor and the listing sponsor's report on its intent to distribute the shares;

  (3) the approval documents for the establishment of the Company;

  (4) a legal opinion issued by a domestic law firm with the qualifications to practise securities law on whether the Company and its principal sponsor comply with relevant State laws, regulations and policies and whether they have committed any major violations of laws or regulations during the most recent two years (to be prepared with reference to the Contents and Format for Public Share Issuing Companies in Information Disclosure Guidelines (No. 6): Contents and Format of Legal Opinions);

  (5) an auditor's report issued by an accounting firm on the accounting statements prepared by the Company in accordance with Chinese accounting standards and the accounting system for companies limited by shares and adjusted in accordance with international accounting standards;

  (6) a written official reply concerning the administration of State equity issued by the State asset administration authority, if the State owns equity in the Company;

  (7) a nearly complete prospectus; and

  (8) other documents required by the CSRC.

  3. The examination and approval procedures for a domestic enterprise applying to list on the Hong Kong Growth Enterprise Market

  (1) Three months before submitting a listing application to the Stock Exchange of Hong Kong, the listing sponsor must submit to the CSRC the documents (in four copies, one of which should be the original) prescribed in Items (1) to (3) of Part Two hereof as the representative of the Company, and, in addition, submit copies to the relevant provincial level people's government and State Council authorities. If a government authority has any objections to the Company's application, it may convey its opinion in writing to the CSRC within 15 working days of receiving the Company's application documents.

  (2) The CSRC shall discuss with the State Economic and Trade Commission whether the Company complies with State industrial policy, policy on use of foreign investment and other relevant regulations.

  (3) After the preliminary examination, the CSRC's department for issue oversight shall inform the Company by letter as to whether or not it agrees to formally accept the Company's application within 20 working days of receiving the Company's aforementioned application documents and send a copy to the Ministry of Finance, the Ministry of Foreign Trade and Economic Cooperation and the State Administration of Foreign Exchange. If it refuses to accept the application, it shall explain the reason.

  (4) After the CSRC agrees to formally accept its application, the Company must submit to the CSRC the documents (in two copies, one of which should be the original) prescribed in Items (4) to (8) of Part Two hereof. When the application documents are all complete and found to be in order, and approval bodies such as the Ministry of Foreign Trade and Economic Cooperation, the State Administration of Foreign Exchange and the Ministry of Finance (if State-owned equity is involved), have not raised written objections during the formal acceptance period, the CSRC shall give its approval within 10 working days. If it denies approval, it shall explain the reason. Only after receiving approval may the Company apply to the Stock Exchange of Hong Kong to list on the Growth Enterprise Market.

  4. Oversight after the listing

  After the Company is listed on the Hong Kong Growth Enterprise Market, the CSRC will oversee the Company in accordance with the requirements of the Memorandum of Regulatory Cooperation and the supplementary terms executed with the Hong Kong Securities and Futures Commission.

  5. Miscellaneous relevant matters

  (1) Only Growth Enterprise Market sponsors recognized by the Stock Exchange of Hong Kong may act as sponsors for domestic enterprises wishing to list on the Growth Enterprise Market. If the sponsor has violated regulations or committed another improper act, the CSRC may decide whether or not to accept the listing application submitted by the sponsor as the representative of the Company according to the seriousness of the violation or improper act.

  (2) After the CSRC has formally accepted its application, the Company must report the names of the relevant domestic and foreign intermediary organizations, after they have been determined, to the CSRC for the record.

  (3) Within 15 working days after the listing, the Company must submit the public information disclosure documents relating to its current issue and listing and a summary of the issue and listing events to the CSRC for the record.

  (4) The Company must comply with relevant foreign exchange control regulations of the State.

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