Administrative Measures for the Sponsorship Service for Securities Offering and Listing (Revised in 2017)
Administrative Measures for the Sponsorship Service for Securities Offering and Listing (Revised in 2017)
Administrative Measures for the Sponsorship Service for Securities Offering and Listing (Revised in 2017)
Order of the China Securities Regulatory Commission No.137
December 7, 2017
(Adopted at the 235th chairman's executive meeting of the China Securities Regulatory Commission after review on August 14, 2008, and revised for the first time according to the Decision of the China Securities Regulatory Commission on Revising the Administrative Measures for the Sponsorship Service for Securities Offering and Listing on May 13, 2009, and revised for the second time according to the Decision of the China Securities Regulatory Commission on Revising Seven Rules Including the Administrative Measures on the Registration and Settlement of Securities on December 7, 2017)
Chapter I General Provisions
Article 1 For the purposes of regulating the sponsorship service in securities offering and listing, enhancing the quality of listed companies and the practice standard of securities companies, protecting the legitimate rights and interests of investors, and promoting the healthy development of the securities market, these Measures are formulated in accordance with the Securities Law of the People's Republic of China and the Decision of the State Council on Establishing an Administrative License for Administrative Examination and Approval Items in Real Need of Being Retained (Order of the State Council No. 412 ) and other relevant laws and administrative regulations.
Article 2 An issuer shall engage a securities company with the qualification of a sponsor to fulfill the duties of a sponsor with respect to the following matters:
1. An initial public offering and the listing of shares;
2. The offering of new shares or convertible corporate bonds by a listed company; and
3. Any other circumstances determined by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
Article 3 To engage in sponsorship activities for securities offering and listing, a securities company shall apply to the CSRC for the qualification of a sponsor in accordance with these Measures.
To fulfill its duties, a sponsor shall appoint an individual who has acquired the qualification of sponsor representative in accordance with these Measures to be specifically responsible for the sponsorship work.
No institution or individual shall engage in any sponsorship activity without the approval of the CSRC.
Article 4 Sponsors and their representatives shall comply with the relevant provisions of the laws, administrative regulations and the CSRC, adhere to business rules and industry regulations, be honest and of good faith, exercise due diligence and care, recommend with due diligence the offering and listing of issuers' securities, and continuously supervise and guide the issuers in fulfilling their obligations of operating properly, sticking to commitments, and disclosing information, etc.
No sponsor or its representative may seek any illegal gain through engaging in sponsorship activities.
Article 5 A sponsor representative shall abide by the code of professional ethics and esteem and maintain the professional reputation of sponsor representatives, exercise due professional diligence, and maintain and enhance their professional competence.
A sponsorship representative shall protect the legitimate rights and interests of issuers and keep confidential the information of the issuers he has access to in the course of sponsorship activities. A sponsor representative shall abide by the principle of independent fulfillment of duties, shall not lose the impersonal and impartial position to cater to issuers or satisfy the inappropriate demands of the issuers, and shall not instigate, assist or participate in any illegal or fraudulent acts committed by the issuers or any securities service institutions.
No sponsor representatives or their spouses shall hold issuers' shares in any name or by any means.
Article 6 For securities offered in an issue, a sponsor shall be responsible for both the offering and listing of such securities. The sponsor shall check the application documents of the issuer and subscription documents for the offering of the securities in accordance with the law and issue a sponsor's opinion to the CSRC and the stock exchange. The sponsor shall ensure that documents it issues are authentic, accurate and complete.
Where securities offered reach a certain number, the practice of joint sponsorship may be adopted, provided that there shall not be more than two sponsors involved in the joint sponsorship.
The principal underwriter of a securities offering may be served by such sponsor institution, or served by such sponsor in conjunction with another securities company which has the qualification of a sponsor.
Article 7 An issuer, its directors, supervisors, and senior officers, any securities service institution which makes or issues the relevant documents for the offering and listing of securities such as a law firm, accounting firm and asset evaluation institution and any person who affixes their signature on their behalf, shall cooperate with a sponsor and its sponsor representatives in the performance of sponsorship duties and assume corresponding responsibility in accordance with the provisions of laws, administrative regulations and the CSRC.
The performance of sponsorship duties by a sponsor and its representatives shall neither reduce the responsibility of an issuer, its directors, supervisors and senior managers, a securities service institution and any person who affixes their signature on their behalf nor exempt them from such responsibility.
Article 8 The CSRC shall conduct supervision and administration of sponsors and their representatives in accordance with the law.
The Securities Association of China shall carry out self-discipline management with respect to sponsors and their representatives.
Chapter II Administration of the Sponsor's and Sponsor Representative's Qualifications
Article 9 To apply for the qualification of sponsor, a securities company shall meet the following requirements:
1. It has a registered capital of no less than RMB100 million and net capital of no less than RMB50 million;
2. It has a sound system of corporate governance and internal control and its risk control indicators shall comply with the relevant provisions;
3. Its sponsorship business department has sound business procedures, an internal risk assessment and control system, reasonable internal organizational structure, appropriate research and sales capabilities, and other back-end service support;
4. It has a good sponsorship business team with a reasonable composition of professionals and has no less than 35 professionals, at least 20 of whom have been engaged in sponsorship-related services in the most recent three years;
5. It has more than 4 professionals who meet the qualification requirements for sponsor representatives;
6. It has not been given any administrative punishment due to a serious violation of any law or regulation in the most recent three years; and
7. Any other requirements specified by the CSRC.
Article 10 To apply for the qualification for a sponsor, a securities company shall submit the following materials to the CSRC:
1. An application;
2. A resolution made by the shareholders' meeting (the general assembly of shareholders) and the board of directors on applying for the qualification of a sponsor;
3. Approval documents for the establishment of the company;
4. A photocopy of the business license;
5. A statement on the corporate governance, the company's internal control system and the implementation thereof;
6. A description of the directors, supervisors, senior officers and main shareholders;
7. A statement on the internal risk assessment and control system and the implementation thereof;
8. Information on the establishment of a due diligence investigation system, a tutorial system, an internal audit system, a continuous supervision and guidance system, a continuous training system for the sponsorship business, and a working paper system for the sponsorship work;
9. Compliance with the prescribed net capital calculation table, the risk capital provision calculation table and the risk control indicator supervision statement for the most recent year;
10. A statement on the structural establishment, division of work, and personnel deployment of the sponsorship business department;
11. A statement on the departments of back-end services such as research and sales;
12. A list of the principal person for the sponsorship business, the principal person for the internal examination, the principal person for the sponsorship business department and the members of the internal examination group and their resumes;
13. A statement on the coordinator designated by the securities company;
14. A letter of commitment issued by the securities company for the authenticity, accuracy and completeness of the application documents, which shall be signed by all the directors; and
15. Any other materials required by the CSRC.
Article 11 To apply for the qualification for a sponsor representative, an individual shall meet the following requirements:
1. He has the work experience of more than three years in sponsorship-related activities;
2. He has the experience of working as a project assistant in any domestic securities offering specified in Article 2 of these Measures during the most recent three years;
3. He has attended the sponsor representatives' competence examination recognized by the CSRC and passed the examination and his scores are valid;
4. He is honest and of good faith, of good character, has no history of dishonesty, and has not been subject to any administrative punishment by the CSRC during the most recent three years;
5. He does not have a large amount of due and payable debts; and
6. Any other requirements specified by the Securities Association of China.
Article 12 Securities companies and individuals shall ensure that their application documents are authentic, accurate and complete. Where, during the process of application, there is any material change in the application documents, the applicant shall submit the updated materials to the CSRC within two working days of the date on which any such change occurs.
Article 13 The CSRC shall accept and review application documents in accordance with the law. It shall make a written decision of approval or disapproval on an application for the qualification for a sponsor within forty-five working days of the date of acceptance.
Article 14 After a securities company has acquired the qualification for a sponsor, it shall continuously satisfy the requirements specified in Article 9 of these Measures. Where a sponsor is subject to an administrative punishment for a serious violation of any law or regulation, the CSRC shall take back the sponsor's qualification; where the sponsor ceases to satisfy other requirements specified in Article 9, the CSRC may order it to take remedial action within a prescribed period; where it fails to meet the requirements within the prescribed period, the CSRC shall take back its qualification.
Article 15 The CSRC shall be responsible for the administration of registrations for sponsors in accordance with the law.
Article 16 The registered items of a sponsor shall include:
1.
......
Order of the China Securities Regulatory Commission No.137
December 7, 2017
(Adopted at the 235th chairman's executive meeting of the China Securities Regulatory Commission after review on August 14, 2008, and revised for the first time according to the Decision of the China Securities Regulatory Commission on Revising the Administrative Measures for the Sponsorship Service for Securities Offering and Listing on May 13, 2009, and revised for the second time according to the Decision of the China Securities Regulatory Commission on Revising Seven Rules Including the Administrative Measures on the Registration and Settlement of Securities on December 7, 2017)
Chapter I General Provisions
Article 1 For the purposes of regulating the sponsorship service in securities offering and listing, enhancing the quality of listed companies and the practice standard of securities companies, protecting the legitimate rights and interests of investors, and promoting the healthy development of the securities market, these Measures are formulated in accordance with the Securities Law of the People's Republic of China and the Decision of the State Council on Establishing an Administrative License for Administrative Examination and Approval Items in Real Need of Being Retained (Order of the State Council No. 412 ) and other relevant laws and administrative regulations.
Article 2 An issuer shall engage a securities company with the qualification of a sponsor to fulfill the duties of a sponsor with respect to the following matters:
1. An initial public offering and the listing of shares;
2. The offering of new shares or convertible corporate bonds by a listed company; and
3. Any other circumstances determined by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
Article 3 To engage in sponsorship activities for securities offering and listing, a securities company shall apply to the CSRC for the qualification of a sponsor in accordance with these Measures.
To fulfill its duties, a sponsor shall appoint an individual who has acquired the qualification of sponsor representative in accordance with these Measures to be specifically responsible for the sponsorship work.
No institution or individual shall engage in any sponsorship activity without the approval of the CSRC.
Article 4 Sponsors and their representatives shall comply with the relevant provisions of the laws, administrative regulations and the CSRC, adhere to business rules and industry regulations, be honest and of good faith, exercise due diligence and care, recommend with due diligence the offering and listing of issuers' securities, and continuously supervise and guide the issuers in fulfilling their obligations of operating properly, sticking to commitments, and disclosing information, etc.
No sponsor or its representative may seek any illegal gain through engaging in sponsorship activities.
Article 5 A sponsor representative shall abide by the code of professional ethics and esteem and maintain the professional reputation of sponsor representatives, exercise due professional diligence, and maintain and enhance their professional competence.
A sponsorship representative shall protect the legitimate rights and interests of issuers and keep confidential the information of the issuers he has access to in the course of sponsorship activities. A sponsor representative shall abide by the principle of independent fulfillment of duties, shall not lose the impersonal and impartial position to cater to issuers or satisfy the inappropriate demands of the issuers, and shall not instigate, assist or participate in any illegal or fraudulent acts committed by the issuers or any securities service institutions.
No sponsor representatives or their spouses shall hold issuers' shares in any name or by any means.
Article 6 For securities offered in an issue, a sponsor shall be responsible for both the offering and listing of such securities. The sponsor shall check the application documents of the issuer and subscription documents for the offering of the securities in accordance with the law and issue a sponsor's opinion to the CSRC and the stock exchange. The sponsor shall ensure that documents it issues are authentic, accurate and complete.
Where securities offered reach a certain number, the practice of joint sponsorship may be adopted, provided that there shall not be more than two sponsors involved in the joint sponsorship.
The principal underwriter of a securities offering may be served by such sponsor institution, or served by such sponsor in conjunction with another securities company which has the qualification of a sponsor.
Article 7 An issuer, its directors, supervisors, and senior officers, any securities service institution which makes or issues the relevant documents for the offering and listing of securities such as a law firm, accounting firm and asset evaluation institution and any person who affixes their signature on their behalf, shall cooperate with a sponsor and its sponsor representatives in the performance of sponsorship duties and assume corresponding responsibility in accordance with the provisions of laws, administrative regulations and the CSRC.
The performance of sponsorship duties by a sponsor and its representatives shall neither reduce the responsibility of an issuer, its directors, supervisors and senior managers, a securities service institution and any person who affixes their signature on their behalf nor exempt them from such responsibility.
Article 8 The CSRC shall conduct supervision and administration of sponsors and their representatives in accordance with the law.
The Securities Association of China shall carry out self-discipline management with respect to sponsors and their representatives.
Chapter II Administration of the Sponsor's and Sponsor Representative's Qualifications
Article 9 To apply for the qualification of sponsor, a securities company shall meet the following requirements:
1. It has a registered capital of no less than RMB100 million and net capital of no less than RMB50 million;
2. It has a sound system of corporate governance and internal control and its risk control indicators shall comply with the relevant provisions;
3. Its sponsorship business department has sound business procedures, an internal risk assessment and control system, reasonable internal organizational structure, appropriate research and sales capabilities, and other back-end service support;
4. It has a good sponsorship business team with a reasonable composition of professionals and has no less than 35 professionals, at least 20 of whom have been engaged in sponsorship-related services in the most recent three years;
5. It has more than 4 professionals who meet the qualification requirements for sponsor representatives;
6. It has not been given any administrative punishment due to a serious violation of any law or regulation in the most recent three years; and
7. Any other requirements specified by the CSRC.
Article 10 To apply for the qualification for a sponsor, a securities company shall submit the following materials to the CSRC:
1. An application;
2. A resolution made by the shareholders' meeting (the general assembly of shareholders) and the board of directors on applying for the qualification of a sponsor;
3. Approval documents for the establishment of the company;
4. A photocopy of the business license;
5. A statement on the corporate governance, the company's internal control system and the implementation thereof;
6. A description of the directors, supervisors, senior officers and main shareholders;
7. A statement on the internal risk assessment and control system and the implementation thereof;
8. Information on the establishment of a due diligence investigation system, a tutorial system, an internal audit system, a continuous supervision and guidance system, a continuous training system for the sponsorship business, and a working paper system for the sponsorship work;
9. Compliance with the prescribed net capital calculation table, the risk capital provision calculation table and the risk control indicator supervision statement for the most recent year;
10. A statement on the structural establishment, division of work, and personnel deployment of the sponsorship business department;
11. A statement on the departments of back-end services such as research and sales;
12. A list of the principal person for the sponsorship business, the principal person for the internal examination, the principal person for the sponsorship business department and the members of the internal examination group and their resumes;
13. A statement on the coordinator designated by the securities company;
14. A letter of commitment issued by the securities company for the authenticity, accuracy and completeness of the application documents, which shall be signed by all the directors; and
15. Any other materials required by the CSRC.
Article 11 To apply for the qualification for a sponsor representative, an individual shall meet the following requirements:
1. He has the work experience of more than three years in sponsorship-related activities;
2. He has the experience of working as a project assistant in any domestic securities offering specified in Article 2 of these Measures during the most recent three years;
3. He has attended the sponsor representatives' competence examination recognized by the CSRC and passed the examination and his scores are valid;
4. He is honest and of good faith, of good character, has no history of dishonesty, and has not been subject to any administrative punishment by the CSRC during the most recent three years;
5. He does not have a large amount of due and payable debts; and
6. Any other requirements specified by the Securities Association of China.
Article 12 Securities companies and individuals shall ensure that their application documents are authentic, accurate and complete. Where, during the process of application, there is any material change in the application documents, the applicant shall submit the updated materials to the CSRC within two working days of the date on which any such change occurs.
Article 13 The CSRC shall accept and review application documents in accordance with the law. It shall make a written decision of approval or disapproval on an application for the qualification for a sponsor within forty-five working days of the date of acceptance.
Article 14 After a securities company has acquired the qualification for a sponsor, it shall continuously satisfy the requirements specified in Article 9 of these Measures. Where a sponsor is subject to an administrative punishment for a serious violation of any law or regulation, the CSRC shall take back the sponsor's qualification; where the sponsor ceases to satisfy other requirements specified in Article 9, the CSRC may order it to take remedial action within a prescribed period; where it fails to meet the requirements within the prescribed period, the CSRC shall take back its qualification.
Article 15 The CSRC shall be responsible for the administration of registrations for sponsors in accordance with the law.
Article 16 The registered items of a sponsor shall include:
1.
......