Interim Provisions On Publicly Offering Shares Of Company Shareholders When Initial Public Offerings Are Issued

< p > December 2, 2013, the China Securities Regulatory Commission announced that, in accordance with the decision of the China Securities Regulatory Commission on March 21, 2014, to amend the Interim Provisions on the development and sale of shares by shareholders of the company's initial public offering < a href= "http://www.91se91.com/news/index_s.asp" > stock < /a > amend: < /p >

< p > 1. In order to regulate the initial public offering of shares, the company shareholders make public offering of shares to investors. The provisions are formulated in accordance with the company law, the securities law, the IPO listing and listing management measures, the Interim Measures for the IPO management and the management of securities issuance and underwriting.

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< p > second the public offering shares of the shareholders of the company as mentioned in the present Provisions refers to the act of the shareholders of the company issuing shares to the investors in the form of public issuance when the issuer issues the new shares for the first time (i.e. the pfer of the old shares).

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< p > third initial public offerings, including both the issue of new shares and the public offering of shares by company shareholders.

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< p > shareholders of a company shall be subject to the provisions of the "Regulations on the issuance and underwriting of securities", and the issue price shall be the same as the price of the newly issued shares.

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< p > Fourth shareholders shall abide by the principle of equality and voluntariness, and decide on the number of shares to be sold publicly during the initial public offering.

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When p fifth companies first open their shares, the shares held by the shareholders of the company shall be held for more than 36 months.

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< p > the company's shareholding structure can not change significantly after the public offering of shares, and the actual controller shall not change.

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< p > > the shares of the sixth shareholders of the company shall be clear, and there shall be no legal disputes or pledge or freeze.

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< p > seventh shareholders of the company shall make an application for the public offering of "a href=" http://www.91se91.com > shares < /a >, and apply to the board of directors of the issuer. If approval is required by the relevant competent authorities, the approval documents of the relevant departments shall be obtained in advance.

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< p > the issuer's board of directors shall make a resolution on this stock issuing plan according to law and submit it to the shareholders' general meeting for approval.

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< p > eighth shareholders of the company and the shareholders who intend to offer shares publicly shall agree on the principle of apportionment of the underwriting expenses of the issuance, and disclose relevant information in the prospectus and other documents.

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< p > ninth the company's stock issuance plan should specify the number of shares issued this time.

When a company issues new shares, its shareholder intends to offer shares publicly, and the issuance plan shall specify the number of new shares issued by the company, the number and the upper limit of the shares that the relevant shareholders expect to be publicly offered, and the adjustment mechanism for the number of new shares and the pfer of the old shares.

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< p > the company's initial public offerings should mainly be used to raise funds for the development of enterprises.

The number of new shares should be reasonably determined according to the actual capital requirements of enterprises. The number of shares offered by shareholders of a company shall not exceed the number of shares granted by investors who have voluntarily set the selling period of 12 months or more.

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< p > tenth issuers shall specify the number of shares that the company intends to issue new shares and the company's shareholders to make public offering shares on the head page of the prospectus, and indicate that the proceeds from shareholders' offering of shares are not owned by the company; in the prospectus, the number of shares issued, the number of shares expected to be issued, the number of shares to be publicly offered, the share of the issuance fees and the shareholders of the public offering shares, including the number of shareholders, the number of shares held and the number of shares to be publicly offered, are disclosed in the prospectus.

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< p > issuing notice should disclose the total number of shares and the names of shareholders and the number of public offering shares, and should prompt investors to be concerned that the company will not receive the proceeds from the sale of shares by shareholders.

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After the issuance price of < p > eleventh is determined, the issuer and sponsor institution (the principal underwriter) shall disclose the specific number of shares issued by the new issue of shares and the shareholders of the company and the names and quantities of the shareholders to be publicly offered before the purchase price is determined.

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< p > twelfth when an initial public offering is made, the company shareholders who intend to offer shares publicly are among the following circumstances. The prospectus and the announcement should specify and disclose the impact of the shareholders' public offering of shares on the company's control, governance structure, production and operation, etc., and prompt investors to pay attention to the above matters.

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< p > (1) the controlling shareholder of the company; < /p >

< p > (two) shareholders holding more than 10% shares; < /p >

< p > (three) as the company director, supervisor, senior management and core technician in the first 36 months of the public offering; < /p >

< p > (four) other shareholders who have significant influence on the issuer's operation or have special relations with the issuer; < /p >

< p > (five) related parties or concerted action of the above shareholders.

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< p > thirteenth lawyers of sponsors and issuers shall conduct full due diligence in accordance with the code of practice on whether the company's public offering shares are in conformity with the provisions of < a href= "http://www.91se91.com/news/index_q.asp" > < /a > regulations and articles of association, whether the relevant decision making or approval procedures are fulfilled, whether there are disputes over the rights of the public offering shares, or where there is a pledge or freeze, and so on, and make a full investigation on whether the company's shareholding structure has changed significantly and whether the actual controller has changed or not.

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< p > fourteenth the registration and settlement of shares of shareholders of a company shall be in conformity with the relevant business regulations formulated by the stock exchange and the securities registration Clearing Corp.

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< p > fifteenth investors who voluntarily set up 12 months or more restricted sales period shall not have financial benefits or compensation, stock ownership, trust holding and other improper interest arrangements with shareholders and interested parties of the public offering of shares.

In the presence of such acts, the CSRC shall deal with the provisions of the fortieth provision of the "securities issuance and underwriting management measures".

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< p > sixteenth companies < a href= "http://www.91se91.com/news/index_s.asp" > shareholders < /a > public offering shares shall comply with the provisions and the provisions of national laws, administrative regulations and articles of association.

Where there is any violation of laws and regulations, the CSRC shall investigate and prosecuted according to law, and if it is suspected of committing a crime, it shall be pferred to the judicial organ in accordance with the law and be investigated for criminal responsibility.

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