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TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II THE COMPOSITION OF THE SIEVC CHAPTER III RESPONSIBILITIES OF THE SIEVC CHAPTER IV WORKING PROCEDURES OF THE SIEVC CHAPTER V SUPERVISIONS OVER THE EXAMINATION AND VERIFICATION WORK OF THE SIEVC CHAPTER VI SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1. The present Measures are hereby formulated in accordance with the relevant provisions of the Securities Law of the People's Republic of China for the purpose of ensuring the implementation of the principle of "openness, fairness and impartiality" in the examination and verification of stock issuance, and improving the quality and transparency of the examination and verification on stock issuance. Article 2. The China Securities Regulatory Commission (hereinafter referred to the "CSRC") establishes the Stock Issuance Examination and Verification Committee (hereinafter referred to the "SIEVC"), who shall, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other laws and administrative regulations, as well as the provisions of the CSRC, make examination and verification on the application documents of the issuers for stock issuance and the initial examination report of the relevant functional departments of the CSRC. The SIEVC shall vote on the application for stock issuance by way of casting ballots, and bring forward opinions on the examination and verification. The CSRC shall approve the application for stock issuance according to statutory requirements on the basis of the examination and verification opinions of the SIEVC. Article 3. The SIEVC shall perform their functions through the work meeting of the SIEVC (hereinafter referred to the SIEVC meeting). Article 4. The CSRC is responsible for the routine management on affairs of the SIEVC and the examination on and supervision over the members of the SIEVC. Article 5 The procedures for approval of stock issuance shall be open, and be supervised according to law. CHAPTER II THE COMPOSITION OF THE SIEVC Article 6. The members of the SIEVC shall be recommended by the relevant administrative departments, self-disciplinary organizations of the respective industry, research institutions and academies for higher education, etc., and appointed by the CSRC. The number of the SIEVC members shall be 25, and some of them may be full-time employees. Five of the SIEVC members shall come from the CSRC, and the other 20 members shall come from outside the CSRC. The SIEVC shall have 5 conveners. Article 7. The tenure of a member of the SIEVC is one year, and upon the expiration of the term, he may be reappointed and serve another term, but his tenure thereof shall not longer than 3 consecutive years at most. Article 8. A member of the SIEVC shall meet the following requirements: (1) Sticking to principles, being of impartiality and probity, devoting to duties and posts, and strictly abiding by laws, administrative regulations and rules; (2) Being familiar with the business of securities and accounting and other relevant laws, administrative regulations and rules; (3) Being proficient in special knowledge of his profession, and enjoying a higher reputation in his practicing field; (4) Having no records in violation of laws or disciplines; and (5) Other requirements believed necessary by the CSRC. Article 9. In case any member of the SIEVC is in any one of the following circumstances, the CSRC shall dismiss him: (1) Violating laws, administrative regulations, rules or disciplines of the work for the examination and verification on stock issuance; (2) Failing to fulfill his due diligence duty in accordance with the relevant provisions of the CSRC; (3) Filing an application for resignation in person; (4) Failing to attend the SIEVC meeting without reason for more than twice; or (5) Other circumstances through which the CSRC thinks he is unsuitable for assuming the post of the SIEVC member after examination. Whether the term of office of a member of the SIEVC expires or not, he may be dismissed. And after a member of the SIEVC has been dismissed, the CSRC shall elect and appoint a new SIEVC member in time. CHAPTER III RESPONSIBILITIES OF THE SIEVC Article 10. The responsibilities of the SIEVC shall be: According to the relevant laws, administrative regulations and provisions of the CSRC, examining and verifying whether the application for stock issuance meets the requirements for the public issuance of stocks; auditing the relevant documents and position papers issued by the recommendation institutions with guarantee, accounting firms, law firms, and assets valuation institutions, and other securities intermediary institutions, and by the relevant personnel thereof for stock issuance; auditing the initial examination report issued by the relevant functional departments of the CSRC; and bringing forward opinions for examination and verification on application for stock issuance according to law. Article 11. The members of the SIEVC may attend the SIEVC meeting personally, perform duties according to law, and issue opinions on examination and verification independently, as well as exercise voting rights. Article 12. The members of the SIEVC may, through the relevant functional departments of the CSRC, consult relevant documents in relation to the issuers, which are necessary for their performing duties for consultation. Article 13. The members of the SIEVC shall observe the following provisions: (1) Attending the SIEVC meetings required, and fulfilling his due diligence duties in the examination and verification work; (2) Keeping state secrets and commercial secrets of the issuers; (3) Being prohibited from disclosing the contents discussed in the SIEVC meetings, voting information, and other relevant information; (4) Being prohibited from taking advantages of the status of members of SIEVC or the non-public information obtained in performing duties to seek interests for himself or other people directly or indirectly; (5) Being prohibited from meeting privately with the issuers under auditing for the time and other relevant entities or individuals, and being prohibited from accepting money, goods and other benefits offered by the issuers and relevant entities or individuals; (6) Being prohibited from colluding with other members of the SIEVC to cast votes or inducing other members of the SIEVC to cast votes; and (7) Other relevant provisions of the CSRC. Article 14. The members of the SIEVC have the duty to report to the CSRC any issuer or any other relevant entity or individual, who imposes influences on them by illicit means. Article 15. Where a member of the SIEVC has one of the following circumstances in the examination and verification of the application documents for stock issuance, he shall put forward to withdraw in time: (1) The member of the SIEVC or any of his relatives is the issuer or director (including independent director, the same hereinafter), supervisor, manager or other executives of the recommendation institution with guarantee; (2) The member of the SIEVC, any of his relatives or the entity where he works holds the shares of the issuer, which may influence his fair performance of duties; (3) The member of the SIEVC or the entity where he works has provided services such as the recommendation with guarantee, undertaking, auditing, appraisal, law, consultation, etc., in the past two years, which may obstruct his fair performance of duties; (4) The member of the SIEVC or the company, in which his relative is a director, supervisor, manager, or other executive, has the relations of trade competition with the issuer or the recommendation institution with guarantee, which may influence his fair performance of duties after determination; (5) Before convening an SIEVC meeting, the member that meets with the issuer under auditing for the time and other relevant entities or individuals, which may influence his fair performance of duties; or (6) Other circumstances determined by the CSRC, which may lead to conflicts of interests, or as deemed by the SIEVC, which may influence his fair performance of duties. The relatives mentioned in the preceding paragraph, refer to the spouse, parents, sons or daughters, brothers or sisters of the member of SIEVC, and the parents of his spouse, spouses of his sons or daughters, and the spouses of his brothers or sisters. Article 16. Where an issuer and other relative entities or individuals believe that the members of the SIEVC have conflicts of interests or potential conflicts of interests with them, which may influence the fair performance of duties of the members of the SIEVC, they may, 3 days before the convening of an SIEVC meeting, file an written application to the CSRC for requiring the relevant members of the SIEVC to withdraw, and explain the reason. The CSRC shall, according to the written application filed by the issuer and other relevant entities or individuals, decide whether the relevant members of the SIEVC shall withdraw. Article 17. After a member of the SIEVC has been appointed, he shall swear to abide by the relevant provisions and disciplinary requirements of the CSRC with respect to the members of the SIEVC, perform duties earnestly, and be examined and supervised by the CSRC. CHAPTER IV WORKING PROCEDURES OF THE SIEVC Article 18. The SIEVC may make examination and verification through convening the SIEVC meeting, and the members of the SIEVC who take part in the SIEVC meeting each time shall be 7 persons. Article 19. The relevant functional departments of the CSRC shall, 5 days before convening an SIEVC meeting, service the notice of the meeting, the application documents for stock issuance, and the initial examination report of the relevant functional departments of the CSRC to the members of the SIEVC attending the meeting, and publicize the name list of the issuers being examined and verified by the SIEVC, the time for the meeting, and letter of commitment of the issuers, as well as the name list of the members of the SIEVC attending the meeting, on the website of the CSRC. The relevant functional departments of the CSRC shall be responsible for arranging the SIEVC meeting, servicing the relevant examination and verification documents, and drafting the summary of the SIEVC meeting, as well as keeping archives and other specific work. Article 20. The conveners of the SIEVC meeting shall be responsible for convening the SIEVC meeting according to the relevant provisions of the CSRC, organizing the members of the SIEVC to issue opinions or make discussion, and summarizing the examination and verification opinions of the SIEVC, as well as organizing the voting and other relevant matters concerned. Article 21. The members of the SIEVC shall, according to laws, administrative regulations, and the provisions of the CSRC, and in combination with their own special knowledge, make independent, impersonal and fair examination and verification on the application for stock issuance. The members of the SEVSI shall be meticulous and responsible in attitude, and examine in an all-round way the application documents of an issuer for stock issuance in entirety and the initial report issued by the relevant functional departments of the CSRC, and fill out personal examination and verification opinions on the working paper in examination and verification: (1) Where a member of the SIEVC dissents with the issue as put to the focus of attention of the members of the SIEVC in the initial report and the examination and verification opinions, he shall bring forward a clear, well-grounded examination and verification opinion in the working paper; (2) Where a member of the SIEVC believes that an issuer has other problems other than the issue as put to the focus of attention in the initial report, he shall put forward a clear examination and verification opinion with basis in the working paper; (3) Where a member of the SIEVC believes an issuer has grave problems to be investigated and verified, which may influence his outright judgment, he shall put forward a clear, well-grounded examination and verification opinion in the working paper. A member of the SIEVC shall issue personal examination and verification opinion at the SIEVC meeting on the basis of his own working paper. Meanwhile, he shall have his personal examination and verification opinions improved according to the discussions of the meeting, and have them recorded in the working paper. The SIEVC meeting shall, on the basis of sufficient discussion, form examination and verification opinions of the meeting on application of the issuer for issuance of stocks, and vote on whether the issuer meets the requirements for public issuance of stocks. Article 22. Before the formation of the examination and verification opinions on the application of an issuer for stock issuance, the SIEVC meeting may invite the representatives of the issuer and the recommended representatives with guarantee to the meeting to face the inquiries of the members of the SIEVC. Article 23. The registered voting shall be adopted for vote of the SIEVC meeting. And the votes shall include affirmative vote and negative vote, of which 5 affirmative votes may be deemed as the decision has been passed, if the votes are less than 5, it will be deemed as failure. No member of the SIEVC may waive his voting rights. A member of the SIEVC shall explain reasons for voting on the ballots. The relevant functional departments of the CSRC shall be responsible for making transcripts on the discussions of the SIEVC meeting. After the SIEVC meeting is over, the members attending the SIEVC meeting shall sign their names for acknowledgement on the documents of the meeting including the minutes of the meeting, the examination and verification opinions, the voting results etc., and submit the working paper at the same time. Article 24. The SIEVC may make only one examination and verification on the application of an issuer for stock issuance. In case there are obvious differences between the examination and verification opinions of the SIEVC meeting and the voting result, or the voting result of the SIEVC meeting is apparently unjust, the CSRC may make investigation into it, and make decisions on whether approving it or not. Article 25. In case any member of the SIEVC finds out there are still serious problems need to be investigated into and verified, which may influence the right judgment, they may, upon consent of 5 members of the SIEVC attending the meeting, put off the vote once on the application for stock issuance. The original members of the SIEVC shall, in principle, still be responsible for the examination and verification on the application for stock issuance, whose voting has been put off when being presented again to the SIEVC meeting for examination and approval. Article 26. The result of voting on application of an issuer for stock issuance shall be publicized on the website of the CSRC after it has been passed by the SIEVC meeting. The relevant functional departments of the CSRC shall make written feedbacks to the issuer recommendation institution with guarantee concerning the examination and verification opinions put forward by the SIEVC meeting on the application of an issuer for stock issuance. Article 27. Where an issuer has occurred any major event inconformity with the reported application documents for stock issuance between the time after the voting on the application of the issuer for stock issuance has been passed by the SIEVC meeting and before the approval of the CSRC, the relevant functional departments of the CSRC may put forward to the SIEVC to convene the after-meeting-affair handling SIEVC meeting to examine and verify the application documents of the issuer for stock issuance once again. The members of the SIEVC attending the post-meeting SIEVC meeting are not restricted by whether they have made examination and verification on the application of the issuer for stock issuance. Article 28. The SIEVC meeting may, upon the need of the examination and verification work, invite other professional experts other than the members of SIEVC to attend the meeting and provide special consultation opinions. But these experts have no voting rights. Article 29. The SIEVC shall convene a plenary session at least once a year to summarize the examination and verification work. Article 30. The CSRC shall pay the expenditure needed for the examination and verification of the SIEVC. CHAPTER V SUPERVISIONS OVER THE EXAMINATION AND VERIFICATION WORK OF THE SIEVC Article 31. The CSRC shall implement question and punishment system to the SIEVC. In case there are obvious differences between the examination and verification opinions of the SIEVC and the voting result, the CSRC may require all the members of the SIEVC attending the meeting to make explanations separately. Article 32. In case any member of the SIEVC has any act in violation of the provisions of Article 13 of the present Measures, or any other act in violation of the working disciplines of the SIEVC, including failing to propose withdrawing from attending the SIEVC meeting from which he ought to withdraw, etc.. And the CSRC shall, according to the circumstances, make conversation and remind, criticize, and dismiss, and impose other punishment on the relevant SIEVC members. Article 33. The CSRC shall establish a mechanism for report and supervision over the acts of the members of the SIEVC in violation of laws and disciplines. Where there are clews or any report of any member of the SIEVC violating any of the laws or disciplines, the CSRC shall make investigation into it, and make conversation and remind, criticize, dismiss and impose other punishment on the relevant SIEVC members on the basis of the conclusion of the investigation; in case the member is a suspect of crime, he shall be handled by being transferred to the department of justice. Article 34. The CSRC may publicize its criticism to the members of the SIEVC in the news medias. Article 35. Where, before the convening of the SIEVC meeting, there are evidences showing the issuers and other relevant entities or individuals have imposed influences on the judgment of the members of the SIEVC on the application of the issuer for stock issuance by illicit way directly or in disguised form, the CSRC may suspend the examination and verification by the SIEVC meeting on relevant issuers. Where, after the application of an issuer for stock issuance has been passed by the SIEVC meeting, there are evidences showing the issuer, and other relevant entities or individuals have imposed influences on the judgment of the members of the SIEVC on the application of the issuer for stock issuance by illicit ways directly or in disguised form, or disturbed the examination and verification of the SIEVC by other means, the CSRC may suspend the approval; in case the circumstances are serious, the CSRC shall not approve it. Article 36. The recommendation institution with guarantee of an issuer has the duty to urge the issuer to abide by the relevant provisions of the present Measures. Where the recommendation institution with guarantee suborns, assists or participates in acts of disturbing the work of the SIEVC, the CSRC may refuse to accept the recommendation of the recommendation institution with guarantee according to the relevant provisions within 3 months. CHAPTER VI SUPPLEMENTARY PROVISIONS Article 37. According to laws and administrative regulations, the present Measures may be applicable to the examination and verification of the application for issuance of convertible bonds and other securities. Article 38. The present Measures shall come into force as of the date of promulgation. |
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