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Decision of the China Securities Regulatory Commission on Amending the Measures for the Administration of Securities Issuance and Underwriting (2012)

1. Paragraph 2 of Article 2 is revised to read: “Issuers, securities companies and investors participating in securities issuance shall also comply with other regulations on securities issuance by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission), as well as the stock exchanges

, the business rules of securities registration and clearing institutions and the self-discipline rules of the Securities Association of China. Securities companies that underwrite securities must also comply with the relevant provisions of the China Securities Regulatory Commission on the sponsorship system, risk control system and internal control system. "II. Amendment to Article 5.

As: "For the initial public offering of stocks, the issuance price of the stock can be determined by inquiring from the inquiry objects, or by other legal and feasible methods such as direct pricing through independent negotiation between the issuer and the lead underwriter. The issuer should

The issuance announcement states the pricing method for the issuance of securities. The pricing of securities issued by listed companies shall comply with the relevant provisions of the China Securities Regulatory Commission on the issuance of securities by listed companies. "The inquiry targets refer to securities investment fund management companies that meet the conditions specified in these Measures.

, securities companies, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors, institutional and individual investors independently recommended by the lead underwriter, and other investors approved by the China Securities Regulatory Commission.

“The lead underwriter shall independently recommend inquiry objects and shall formulate clear recommendation principles and standards in accordance with these Measures and the self-regulatory rules of the Securities Association of China, establish a transparent recommendation decision-making mechanism, and report to the Securities Association of China for registration and filing. Independent recommendation

The inquiry objects include institutional investors with relatively high pricing power and long-term investment orientation and individual investors with relatively rich investment experience. "3. Article 7 is revised to read: "Institutional investors shall meet the following conditions as inquiry objects:

(1) It is established in accordance with the law and has not been subject to administrative penalties, supervisory measures or criminal penalties by relevant regulatory authorities due to major violations of laws and regulations in the past 12 months; (2) It can make stock investments in accordance with the law; (3) It has a good credit record and independent

Institutions and personnel necessary to engage in securities investment; (4) Have a sound internal risk assessment and control system that can be effectively implemented, and the risk control indicators comply with relevant regulations; (5) In accordance with the provisions of these Measures, the Securities Association of China has received an inquiry from the Securities Association of China

To be removed from the target list, 12 months have passed since the date of removal. “As an inquiry target, individual investors should have more than 5 years of investment experience, strong research capabilities and risk tolerance.

The lead underwriter shall make recommendations strictly in accordance with established recommendation principles, standards and procedures.

4. Article 9 is revised to read: "The lead underwriter may provide an investment value research report to the inquiry object after publishing the prospectus."

The issuer, lead underwriter and inquiry target shall not publicly disclose the contents of the investment value research report in any form, unless otherwise stipulated by the China Securities Regulatory Commission.

5. Article 13 is modified to read: “After the prospectus (application draft) is disclosed in advance, the issuer and the lead underwriter may conduct preliminary communication with specific inquiry targets in a non-public manner, solicit price intentions, and estimate the issuance price range.

, or other reasonable methods can be used to estimate the issuance price range.

“Preliminary communication shall not be conducted in a public or disguised manner, and other information about the issuer other than the pre-disclosed prospectus (application draft) and other public information shall not be provided to the inquiry object.” 6. Article 14 is revised to: “Adopt

If the price is set by price inquiry, the issuer and the lead underwriter can directly determine the issuance price based on the preliminary price inquiry results, or they can determine the issuance price range through preliminary price inquiry, and determine the issuance price through cumulative bidding inquiry within the issuance price range." VII.

, add one article as Article 15: “After the initial public offering prospectus is published, the issuer and its lead underwriter may make recommendations and price inquiries to the inquiry objects, and promote it to public investors through the Internet and other means.

“When an issuer and its lead underwriter make a promotion to public investors, the content and completeness of the issuer information provided to public investors should be consistent with the information provided to the inquiry objects.

8. Add one article as Article 16: "The issuer and its lead underwriter shall not exaggerate publicity during the promotion process, or use false advertising or other improper means to induce or mislead investors, and shall not interfere with the normal quotation and quotation of inquiry objects."

When subscribing, no other information about the issuer other than the prospectus and other public information shall be disclosed; the promotional materials shall not contain false records, misleading statements or major omissions.

“The underwriter shall retain relevant materials in the promotion, inquiry, and pricing process and archive them for future reference, including promotion materials, roadshow on-site recordings, etc., to truthfully and comprehensively reflect the inquiry and pricing process.” 9. Article 15 is changed to Article 1

Article 17 is modified to read: "If the issuance price is determined by price inquiry, the object of inquiry can decide independently whether to participate in the preliminary inquiry. If the object of inquiry applies to participate in the preliminary inquiry, the lead underwriter shall not refuse without legitimate reasons. Failure to participate

Preliminary inquiry or inquiry objects that participate in preliminary inquiry but do not provide valid quotations shall not participate in cumulative bidding inquiry and offline placement. "10. Article 17 is changed to Article 19, and is revised to: "Lead underwriter's.

Securities self-operated accounts are not allowed to participate in the price inquiry, offline placement and online issuance of stocks for this issuance.