Administrative Measures for Initial Public Offerings and Listing of Stocks (Revised in 2018)
Administrative Measures for Initial Public Offerings and Listing of Stocks (Revised in 2018)
Administrative Measures for Initial Public Offerings and Listing of Stocks (Revised in 2018)
Order of the China Securities Regulatory Commission No. 141
June 6, 2018
(Adopted at the 180th executive meeting of the China Securities Regulatory Commission on May 17, 2006; revised according to the Decision on Amending the Measures for the Administration of Initial Public Offerings and Listing of Stocks released by the China Securities Regulatory Commission on December 30, 2015; and revised again according to the Decision on Revising the Administrative Measures for Initial Public Offerings and Listing of Stocks released by the China Securities Regulatory Commission on June 6, 2018)
Chapter I General Provisions
Article 1 These Measures are formulated in accordance with the Securities Law and the Company Law of the People's Republic of China for the purpose of regulating the initial public offering ("IPO") and listing of stocks and protecting investors' legitimate rights and interests and public interests.
Article 2 Any IPO and listing of stocks within the territory of the People's Republic of China shall be governed by these Measures. These Measures shall not apply to the subscription and trading of stocks of domestic companies denominated in foreign currencies.
Article 3 Any IPO and listing of stocks shall meet the requirements specified in the Securities Law, the Company Law of the People's Republic of China, and these Measures.
Article 4 Information disclosed by an issuer in accordance with the law shall be true, accurate and complete, and shall not contain any false or misleading statement or significant omission.
Article 5 Sponsors and their representatives shall, in accordance with the principles of due diligence, accountability, honesty and good faith, perform careful review and provide guidance, and shall ensure the authenticity, accuracy and integrity of the recommendation letters they issue.
Article 6 Securities service institutions and their employees that issue relevant documents shall perform duties in accordance with the generally accepted business standards and codes of conduct, and shall ensure the authenticity, accuracy and integrity of the documents they issue.
Article 7 In approving any IPO, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") shall not be deemed to have made any substantive judgment or provided any guarantee for the investment value of the stocks or investors' benefits. Investors shall be solely responsible for all investment risks arising from changes in the operation and profits of the issuer after the lawful issuance of stocks.
Chapter II Requirements for Issuance
Section 1 Issuer Qualifications
Article 8 An issuer shall be a company limited by shares duly organized and validly existing under the law.
Where a limited liability company is converted into a company limited by shares in accordance with the law, the relevant company may be established by way of public offering with the approval of the State Council.
Article 9 Unless otherwise specified by the State Council, any company limited by shares shall have a history of at least three years of continuous operations.
Where a limited liability company is converted into a company limited by shares by converting the entire original book value of its net assets, the term of continuous operations may be calculated as of the date when the limited liability company was established.
Article 10 The registered capital of an issuer shall have been paid in full, the formalities for transfer of property rights to be used as capital contributions by the issuer or shareholders shall have been completed, and there shall be no dispute over the title to the issuer's major assets.
Article 11 The operations of an issuer shall comply with the relevant laws, administrative regulations, the articles of association of the issuer, and the relevant industrial policies.
Article 12 There shall have been no significant change in an issuer's main business, directors or other senior executives within the last three years, and there shall have been no change in the actual controller.
Article 13 An issuer's equity structure shall be well-defined, without any significant dispute over the title to the shares of the issuer held by the controlling shareholders, or held by shareholders that are controlled by the controlling shareholders or the actual controller.
Section 3 Standardized Operations
Article 14 An issuer shall have a complete system of general meetings of shareholders, the board of directors, board of supervisors, independent directors, and secretary to the board of directors, capable of performing their duties in accordance with the law.
Article 15 The directors, supervisors and other senior executives of an issuer shall be familiar with the relevant laws and regulations on IPO and listing, as well as the statutory obligations and responsibilities of listed companies and their directors, supervisors and other senior executives.
Article 16 The directors, supervisors and other senior executives of an issuer shall have the relevant qualifications as prescribed by laws, administrative regulations and rules, and shall not be involved in any of the following circumstances:
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