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Detailed Management Rules for the Public Offering and Underwriting of National Equities Exchange and Quotations to Unspecified Qualified Investors (Trial)

Chapter 1 General Provisions Article 1 In order to regulate the public issuance and underwriting of stocks of companies listed on the National Equities Exchange and Quotations (hereinafter referred to as the National Equities Exchange and Quotations) (hereinafter referred to as the issuers) to unspecified qualified investors and protect the legitimate rights and interests of investors,

To maintain market order, in accordance with the "Securities Law", "Measures for the Supervision and Administration of Unlisted Public Companies", "National Small and Medium Enterprises Equities Exchange and Quotations System's Rules for the Public Offering of Stocks to Unspecified Qualified Investors and Listing at the Selected Level (Trial)" and other laws, regulations, departments

Regulations, business rules, and the formulation of these rules.

Article 2 The stocks of companies listed on the National Equities Exchange and Quotations are publicly issued to unspecified qualified investors and listed on the selected level (hereinafter referred to as the stocks are publicly issued and listed on the selected level), and the stocks of companies listed on the selected level are publicly issued to unspecified qualified investors.

These detailed rules shall apply to the issuance of stocks, underwriting by securities companies and subscription of the above stocks by investors.

Article 3 The National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the National Equities Exchange and Quotations) shall, in accordance with the provisions of relevant laws and regulations, departmental regulations1 business rules and these detailed rules, conduct public offering and underwriting activities of stocks and issuers, securities companies,

Participating entities such as securities service institutions and investors implement self-regulatory management.

Article 4 Securities companies that underwrite publicly offered stocks shall formulate and strictly implement a sound risk management system and internal control system in accordance with the relevant regulations of the China Securities Regulatory Commission, the Securities Association of China, and the National Equities Exchange and Quotations, and strengthen the management of pricing and allotment processes.

Implement underwriting responsibilities, prevent conflicts of interest, and prevent and control issuance risks.

Article 5 Securities service institutions and personnel shall strictly perform their statutory duties in accordance with the recognized business standards and practice norms of the industry, and bear responsibility for the authenticity, accuracy and completeness of the documents they issue.

Chapter 2 Pricing and Placing Section 1 General Provisions Article 6 For the public issuance of stocks, the issuance price may be determined through direct pricing through independent negotiation between the issuer and the lead underwriter, online bidding by qualified investors, or offline price inquiry.

The issuer and lead underwriter shall explain the pricing method adopted for this issuance in the issuance plan and disclose it in the prospectus document and issuance announcement.

When a selective-listed company publicly issues stocks to unspecified qualified investors, 2 the issuance price shall be determined with reference to the transaction price in a certain period before the issuance.

The term “prospectus document” as mentioned in these detailed rules refers to the letter of intent or public offering prospectus announced by the issuer after the public offering application has been approved by the China Securities Regulatory Commission.

Article 7 If the public issuance of stocks adopts a price inquiry method, the underwriter shall provide an investment value research report to offline investors; an underwriter using a bidding method shall provide an investment value research report and publicly disclose it.

The investment value research report shall comply with the relevant regulations of the Securities Association of China.

The investment value research report should explain the deviation between the valuation range and the historical transaction price and historical issuance price and the reasons.

The term "historical transaction price" as mentioned in these rules refers to the average closing price of the last 20 trading days with transactions within six months before this application for public issuance; the historical issuance price refers to all previous stock issuances within one year before this application for public issuance.

s price.

Article 8 If stocks are publicly issued and listed on the selected tier using direct pricing or price inquiry, and if the issuance price determined by the issuer and the lead underwriter falls under any of the following circumstances, a special investment risk announcement shall be issued at least one week before the subscription date:

(1) Exceeding the historical transaction price or historical issuance price by 1 times; (2) Exceeding the median or weighted average of the valid quotations from offline investors after excluding the highest quotation part.

Article 9 If the public issuance of stocks adopts direct pricing or bidding methods, 3 all stocks will be issued to online investors, and no offline inquiry or allotment will be conducted.

Article 10 Investors shall, in accordance with the requirements of the issuer and the lead underwriter, pay the subscription funds in full, pay the subscription deposit or participate in the subscription in other ways at the time of subscription.

The interest generated from the frozen funds shall be transferred to the risk fund established by the National Equities Exchange and Quotations, and the use of the risk fund shall comply with the regulations of the China Securities Regulatory Commission.