Administrative Measures for the Registration of the Issuance of Securities by Listed Companies (Revised in 2025)
Administrative Measures for the Registration of the Issuance of Securities by Listed Companies (Revised in 2025)
Administrative Measures for the Registration of the Issuance of Securities by Listed Companies (Revised in 2025)
Order of the China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted at the second executive meeting of the China Securities Regulatory Commission on February 17, 2023; and amended according to the Decision on Revising Certain Securities and Futures Rules issued by the China Securities Regulatory Commission on February 19, 2025)
Chapter I General Provisions
Article 1 To regulate the issuance of securities by the listed companies on the Shanghai Stock Exchange and Shenzhen Stock Exchange and protect the legitimate rights and interests of investors and the public interest, the Measures are formulated in accordance with the Securities Law of the People's Republic of China (the "Securities Law"), the Company Law of the People's Republic of China, the Circular of the General Office of the State Council on Work Related to Implementation of the Amended Securities Law, the Circular of the General Office of the State Council on Forwarding the Several Opinions on Launching the Pilot Program of Domestically Issuing Stocks or Depository Receipts by Innovative Enterprises Released by the China Securities Regulatory Commission (the "Opinions") and the relevant laws and regulations.
Article 2 Listed companies which apply to issue the following securities within China shall be governed by the Measures:
(1) shares;
(2) convertible corporate bonds ("convertible bonds");
(3) depository receipts; and
(4) other varieties identified by the State Council.
The term "convertible bonds" as mentioned in the preceding paragraph refers to the corporate bonds issued by a listed company pursuant to the law and which may be converted to shares during a certain period and under stipulated conditions.
Article 3 A listed company may issue securities to unspecified or specified investors.
The issuance of securities to unspecified investors includes the allotment of shares by listed companies to original shareholders (the "allotment of shares"), the public offering of shares to unspecified investors (the "additional shares issuance"), and the issuance of convertible bonds to unspecified investors.
The issuance of securities to specified investors includes the issuance of shares by listed companies to specified investors and the issuance of convertible bonds to specified investors.
Article 4 Listed companies that issue securities shall meet the issuance conditions and the relevant information disclosure requirements stipulated in the Securities Law and the Measures, and be examined by the Shanghai Stock Exchange or Shenzhen Stock Exchange (the "Exchange") for issuance and listing and be reported to the China Securities Regulatory Commission (the "CSRC") for registration in accordance with the law, except for the implementation of equity incentives, the conversion of provident funds to companies' capital, and distribution of stock dividends in accordance with the law.
Article 5 A listed company shall act in good faith, fully disclose the information necessary for investors to make value judgments and investment decisions according to the law and fully disclose the current and future direct and indirect risks that can be foreseen to pose a significant adverse impact on the listed company. The information disclosed must be authentic, accurate, complete, concise and clear, and easy to understand, without false records, misleading statements and major omissions.
A listed company shall provide authentic, accurate and complete financial and accounting data and other information to the sponsor and securities service agencies according to the law as required by them, and cooperate with the relevant organizations to carry out due diligence and other related work.
A listed company's controlling shareholder, actual controller, directors, and senior officers shall cooperate with relevant organizations to carry out due diligence and other related work, and shall not request or assist the listed company to conceal data that shall be provided or information that shall be disclosed.
Article 6 A sponsor shall act in good faith, practice with due diligence, fully understand the listed company's operation conditions, risks and prospects in accordance with the legally developed business rules and industry self-regulation regulations, select projects oriented to improve the quality of listed companies, conduct prudent verification of registration application documents and information disclosure materials, conduct comprehensive verification of the registration application documents and the information disclosure materials, make an independent professional judgment regarding whether the issuer meets the issuance conditions and listing conditions, make prudent recommendation decisions, and be responsible for the authenticity, accuracy, and completeness of the prospectus or other information disclosure documents and related documents issued by it.
Article 7 A securities service agency shall strictly abide by laws and regulations, the regulatory rules and business rules formulated by the CSRC, and the business standards and norm of morality recognized in the industry, establish and maintain an effective quality control system, protect the legitimate rights and interests of investors, perform its duties prudently, make professional judgments and determinations, and be responsible for the authenticity, accuracy, and completeness of the documents issued by it.
A securities service agency and its relevant practitioners shall perform a special duty of care for business matters related to the profession, perform an ordinary duty of care for other business matters, and bear the corresponding legal responsibilities.
A securities service agency and its practitioners, when engaged in securities services, shall cooperate with the supervision and administration of the CSRC, provide, submit or disclose the relevant data or information within the prescribed time limit, and ensure that the data or information provided, submitted or disclosed by them are authentic, accurate, and complete, without containing false records, misleading statements or major omissions.
A securities service agency shall properly store the clients' entrustment documents, inspection and verification data, working papers, and information and data related to quality control, internal management, and business operations.
Article 8 The registration of a listed company's application for issuance of securities does not indicate a substantial judgment or guarantee by the CSRC and the Exchange of the investment value of the securities or the investors' income, nor does it indicate that the CSRC and the Exchange guarantee the authenticity, accuracy and completeness of the application documents.
Chapter II Issuance Conditions
Section 1 Issuance of Securities
Article 9 A listed company that intends to issue shares to unspecified investors shall meet the following conditions:
(1) it has a sound, well-operated corporate governance structure;
(2) the current directors, and senior officers meet the job requirements prescribed by laws and administrative regulations;
(3) it has a complete business system and the ability to operate independently in the market, and falls under no circumstances that have a material adverse impact on it as a going concern;
(4) it shall do basic accounting work in a standard manner, have a sound and effectively implemented internal control system, prepare and disclose financial statements that comply with the Accounting Standards for Business Enterprises and the relevant information disclosure rules and fairly reflect the listed company's financial position, operating results and cash flows in all material aspects, and have been issued an unqualified audit report for its three-year financial accounting report;
(5) except where it is a financial enterprise, it made no financial investment in a significant amount at the end of the latest period; and
(6) if a listed company on the main board of the Exchange intends to allocate shares or issue additional shares, it must have maintained a favorable balance in the past three fiscal years; its weighted average return on net assets in the past three fiscal years must not be less than 6% on average in order to conduct a particular issue of additional shares; net profit is calculated on the basis of the lower of figures before and after deducting non-recurring gains and losses.
Article 10 In the event that a listed company encounters any of the following circumstances, it may not make any public offering of shares:
(1) it fails to correct any unauthorized change of purpose of the capital raised in the previous issuance or such change fails to be approved at the shareholders' meeting;
(2) the listed company or any of its current directors and senior officers have been punished by the CSRC in the past three years or publicly condemned by the stock exchange in the past year or are being investigated by the judicial organs for suspected crimes or by the CSRC for suspected illegal violations;
(3) the listed company or its controlling shareholder or actual controller has failed to actualize its/his/her public commitments to the investors within the past one year;
(4) the listed company or either its controlling shareholder or actual controller commits any criminal crime of corruption, bribery, embezzlement of property, misappropriation of property, or disruption of the socialist market economic order, or any major illegal act that seriously harms the interests of the company, the legitimate rights and interests of investors, or public interests in the latest three years.
Article 11 In the event that a listed company encounters any of the following circumstances, it may not make any private offering of shares:
(1) it fails to correct any unauthorized change of purpose of the capital raised in the previous issuance or such change fails to be approved at the shareholders' meeting;
(2) the preparation and disclosure of financial statements for the latest year do not comply with the accounting standards for business enterprises or the relevant information disclosure rules in material respects; an audit report with an adverse opinion or disclaimer of opinion is issued for the financial and accounting report for the latest year; an audit report with a qualified opinion is issued for the financial and accounting report for the latest year, and the material adverse impact of the matters involved in the qualified opinion on the company has not been eliminated, except where the issuance involves major asset reorganization;
(3) any of the incumbent directors or senior officers have ever received any administrative punishment by the CSRC within the past three years or have been condemned publicly by the stock exchange within the past one year;
(4) the listed company or any of its incumbent directors or senior officers are under investigation by the judicial system due to any suspected crime or are being investigated by the CSRC due to any suspected violation;
(5) the controlling shareholder or actual controller commits any major unlawful act that seriously harms the interests of the company or the legitimate rights and interests of investors in the latest three years; or
(6) it commits any major unlawful act that seriously harms the legitimate rights and interests of investors or public interests in the latest three years.
Article 12 The capital raised from the issuance of shares by a listed company shall be used according to the following provisions:
(1) in line with the industrial policies of the state as well as the laws and administrative regulations on environmental protection and land management;
(2) except where a financial enterprise, funds raised at the present time must not be held for financial investment, nor may they be used to invest directly or indirectly in any company which engages primarily in the buying and selling of securities;
(3) the implementation of a capital-raising project will not result in any intra-industry competition or unfair related-party transaction with the controlling shareholder or actual controller or other enterprises under its control that has a significant adverse effect, or seriously affects the independence of production or operation of the company; and
(4) the capital raised from the issuance of shares by companies listed on the STAR Market shall be invested in business in the field of science and technology innovation.
Section 2 Issuance of Convertible Bonds
Article 13 A listed company that intends to issue convertible bonds shall meet the following conditions:
(1) it has a sound, well-operated corporate governance structure;
(2) the company's average profits available for distribution over the previous three years are sufficient to cover the one-year bond interest;
(3) it has a reasonable asset-liability structure and normal cash flows; and
(4) if a listed company on the main board of the Exchange intends to issue convertible bonds to unspecified investors, it has maintained a favorable balance for the past three fiscal years and the average weighted average return on net assets for the past three fiscal years is not less than 6%; net profit is calculated on the basis of the lower of figures before and after deducting non-recurring gains and losses.
In addition to the conditions prescribed in the preceding paragraph, a listed company shall abide by Items (2) to (5) of Article 9 and Article 10 of the Measures if issuing convertible bonds to unspecified investors, or Article 11 of the Measures if issuing convertible bonds to specified investors, except where the listed company converts corporate bonds by acquisition of its shares in accordance with the measures for offering corporate bonds.
Article 14 A listed company falling under any of the following circumstances must not issue any convertible bonds:
(1) there is default or delay in payment of the principal and interest on the corporate bonds publicly issued or other debt and such fact is still continuing; or
(2) the proceeds from a public issuance of corporate bonds are not used for the specified purpose in violation of the Securities Law.
Article 15 The use of capital raised by a listed company in the issuance of convertible bonds shall comply with Article 12 of the Measures and the funds shall not be used to make up for losses and non-productive expenses.
Chapter III Issuance Procedures
Article 16 In the event that a listed company applies for the issuance of securities, its board of directors must pass a resolution concerning the following matters and submit it to the shareholders' meeting for approval:
(1) a plan for the present issuance of securities;
(2) the demonstration and analysis report on the securities issuance plan;
(3) a feasibility report about the use of the capital to be raised by the present issuance; and
(4) other matters that must be explicitly specified.
If the board of directors of a listed company intends to introduce strategic investors, the introduction shall be treated as a separate proposal with each strategic investor considered separately and submitted to the shareholders' meeting for approval.
The board of directors shall pass a resolution in accordance with the preceding two paragraphs, and the interval between the date of the board resolution and the date of the initial public offering and listing shall not be less than six months.
Article 17 When the board of directors prepares the demonstration and analysis report on a securities issuance plan, it shall conduct the demonstration and analysis according to the circumstances such as the industry and development phase, financing plan, financial standing, and fund demand of the listed company, and the independent director shall issue a special opinion.
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Order of the China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted at the second executive meeting of the China Securities Regulatory Commission on February 17, 2023; and amended according to the Decision on Revising Certain Securities and Futures Rules issued by the China Securities Regulatory Commission on February 19, 2025)
Chapter I General Provisions
Article 1 To regulate the issuance of securities by the listed companies on the Shanghai Stock Exchange and Shenzhen Stock Exchange and protect the legitimate rights and interests of investors and the public interest, the Measures are formulated in accordance with the Securities Law of the People's Republic of China (the "Securities Law"), the Company Law of the People's Republic of China, the Circular of the General Office of the State Council on Work Related to Implementation of the Amended Securities Law, the Circular of the General Office of the State Council on Forwarding the Several Opinions on Launching the Pilot Program of Domestically Issuing Stocks or Depository Receipts by Innovative Enterprises Released by the China Securities Regulatory Commission (the "Opinions") and the relevant laws and regulations.
Article 2 Listed companies which apply to issue the following securities within China shall be governed by the Measures:
(1) shares;
(2) convertible corporate bonds ("convertible bonds");
(3) depository receipts; and
(4) other varieties identified by the State Council.
The term "convertible bonds" as mentioned in the preceding paragraph refers to the corporate bonds issued by a listed company pursuant to the law and which may be converted to shares during a certain period and under stipulated conditions.
Article 3 A listed company may issue securities to unspecified or specified investors.
The issuance of securities to unspecified investors includes the allotment of shares by listed companies to original shareholders (the "allotment of shares"), the public offering of shares to unspecified investors (the "additional shares issuance"), and the issuance of convertible bonds to unspecified investors.
The issuance of securities to specified investors includes the issuance of shares by listed companies to specified investors and the issuance of convertible bonds to specified investors.
Article 4 Listed companies that issue securities shall meet the issuance conditions and the relevant information disclosure requirements stipulated in the Securities Law and the Measures, and be examined by the Shanghai Stock Exchange or Shenzhen Stock Exchange (the "Exchange") for issuance and listing and be reported to the China Securities Regulatory Commission (the "CSRC") for registration in accordance with the law, except for the implementation of equity incentives, the conversion of provident funds to companies' capital, and distribution of stock dividends in accordance with the law.
Article 5 A listed company shall act in good faith, fully disclose the information necessary for investors to make value judgments and investment decisions according to the law and fully disclose the current and future direct and indirect risks that can be foreseen to pose a significant adverse impact on the listed company. The information disclosed must be authentic, accurate, complete, concise and clear, and easy to understand, without false records, misleading statements and major omissions.
A listed company shall provide authentic, accurate and complete financial and accounting data and other information to the sponsor and securities service agencies according to the law as required by them, and cooperate with the relevant organizations to carry out due diligence and other related work.
A listed company's controlling shareholder, actual controller, directors, and senior officers shall cooperate with relevant organizations to carry out due diligence and other related work, and shall not request or assist the listed company to conceal data that shall be provided or information that shall be disclosed.
Article 6 A sponsor shall act in good faith, practice with due diligence, fully understand the listed company's operation conditions, risks and prospects in accordance with the legally developed business rules and industry self-regulation regulations, select projects oriented to improve the quality of listed companies, conduct prudent verification of registration application documents and information disclosure materials, conduct comprehensive verification of the registration application documents and the information disclosure materials, make an independent professional judgment regarding whether the issuer meets the issuance conditions and listing conditions, make prudent recommendation decisions, and be responsible for the authenticity, accuracy, and completeness of the prospectus or other information disclosure documents and related documents issued by it.
Article 7 A securities service agency shall strictly abide by laws and regulations, the regulatory rules and business rules formulated by the CSRC, and the business standards and norm of morality recognized in the industry, establish and maintain an effective quality control system, protect the legitimate rights and interests of investors, perform its duties prudently, make professional judgments and determinations, and be responsible for the authenticity, accuracy, and completeness of the documents issued by it.
A securities service agency and its relevant practitioners shall perform a special duty of care for business matters related to the profession, perform an ordinary duty of care for other business matters, and bear the corresponding legal responsibilities.
A securities service agency and its practitioners, when engaged in securities services, shall cooperate with the supervision and administration of the CSRC, provide, submit or disclose the relevant data or information within the prescribed time limit, and ensure that the data or information provided, submitted or disclosed by them are authentic, accurate, and complete, without containing false records, misleading statements or major omissions.
A securities service agency shall properly store the clients' entrustment documents, inspection and verification data, working papers, and information and data related to quality control, internal management, and business operations.
Article 8 The registration of a listed company's application for issuance of securities does not indicate a substantial judgment or guarantee by the CSRC and the Exchange of the investment value of the securities or the investors' income, nor does it indicate that the CSRC and the Exchange guarantee the authenticity, accuracy and completeness of the application documents.
Chapter II Issuance Conditions
Section 1 Issuance of Securities
Article 9 A listed company that intends to issue shares to unspecified investors shall meet the following conditions:
(1) it has a sound, well-operated corporate governance structure;
(2) the current directors, and senior officers meet the job requirements prescribed by laws and administrative regulations;
(3) it has a complete business system and the ability to operate independently in the market, and falls under no circumstances that have a material adverse impact on it as a going concern;
(4) it shall do basic accounting work in a standard manner, have a sound and effectively implemented internal control system, prepare and disclose financial statements that comply with the Accounting Standards for Business Enterprises and the relevant information disclosure rules and fairly reflect the listed company's financial position, operating results and cash flows in all material aspects, and have been issued an unqualified audit report for its three-year financial accounting report;
(5) except where it is a financial enterprise, it made no financial investment in a significant amount at the end of the latest period; and
(6) if a listed company on the main board of the Exchange intends to allocate shares or issue additional shares, it must have maintained a favorable balance in the past three fiscal years; its weighted average return on net assets in the past three fiscal years must not be less than 6% on average in order to conduct a particular issue of additional shares; net profit is calculated on the basis of the lower of figures before and after deducting non-recurring gains and losses.
Article 10 In the event that a listed company encounters any of the following circumstances, it may not make any public offering of shares:
(1) it fails to correct any unauthorized change of purpose of the capital raised in the previous issuance or such change fails to be approved at the shareholders' meeting;
(2) the listed company or any of its current directors and senior officers have been punished by the CSRC in the past three years or publicly condemned by the stock exchange in the past year or are being investigated by the judicial organs for suspected crimes or by the CSRC for suspected illegal violations;
(3) the listed company or its controlling shareholder or actual controller has failed to actualize its/his/her public commitments to the investors within the past one year;
(4) the listed company or either its controlling shareholder or actual controller commits any criminal crime of corruption, bribery, embezzlement of property, misappropriation of property, or disruption of the socialist market economic order, or any major illegal act that seriously harms the interests of the company, the legitimate rights and interests of investors, or public interests in the latest three years.
Article 11 In the event that a listed company encounters any of the following circumstances, it may not make any private offering of shares:
(1) it fails to correct any unauthorized change of purpose of the capital raised in the previous issuance or such change fails to be approved at the shareholders' meeting;
(2) the preparation and disclosure of financial statements for the latest year do not comply with the accounting standards for business enterprises or the relevant information disclosure rules in material respects; an audit report with an adverse opinion or disclaimer of opinion is issued for the financial and accounting report for the latest year; an audit report with a qualified opinion is issued for the financial and accounting report for the latest year, and the material adverse impact of the matters involved in the qualified opinion on the company has not been eliminated, except where the issuance involves major asset reorganization;
(3) any of the incumbent directors or senior officers have ever received any administrative punishment by the CSRC within the past three years or have been condemned publicly by the stock exchange within the past one year;
(4) the listed company or any of its incumbent directors or senior officers are under investigation by the judicial system due to any suspected crime or are being investigated by the CSRC due to any suspected violation;
(5) the controlling shareholder or actual controller commits any major unlawful act that seriously harms the interests of the company or the legitimate rights and interests of investors in the latest three years; or
(6) it commits any major unlawful act that seriously harms the legitimate rights and interests of investors or public interests in the latest three years.
Article 12 The capital raised from the issuance of shares by a listed company shall be used according to the following provisions:
(1) in line with the industrial policies of the state as well as the laws and administrative regulations on environmental protection and land management;
(2) except where a financial enterprise, funds raised at the present time must not be held for financial investment, nor may they be used to invest directly or indirectly in any company which engages primarily in the buying and selling of securities;
(3) the implementation of a capital-raising project will not result in any intra-industry competition or unfair related-party transaction with the controlling shareholder or actual controller or other enterprises under its control that has a significant adverse effect, or seriously affects the independence of production or operation of the company; and
(4) the capital raised from the issuance of shares by companies listed on the STAR Market shall be invested in business in the field of science and technology innovation.
Section 2 Issuance of Convertible Bonds
Article 13 A listed company that intends to issue convertible bonds shall meet the following conditions:
(1) it has a sound, well-operated corporate governance structure;
(2) the company's average profits available for distribution over the previous three years are sufficient to cover the one-year bond interest;
(3) it has a reasonable asset-liability structure and normal cash flows; and
(4) if a listed company on the main board of the Exchange intends to issue convertible bonds to unspecified investors, it has maintained a favorable balance for the past three fiscal years and the average weighted average return on net assets for the past three fiscal years is not less than 6%; net profit is calculated on the basis of the lower of figures before and after deducting non-recurring gains and losses.
In addition to the conditions prescribed in the preceding paragraph, a listed company shall abide by Items (2) to (5) of Article 9 and Article 10 of the Measures if issuing convertible bonds to unspecified investors, or Article 11 of the Measures if issuing convertible bonds to specified investors, except where the listed company converts corporate bonds by acquisition of its shares in accordance with the measures for offering corporate bonds.
Article 14 A listed company falling under any of the following circumstances must not issue any convertible bonds:
(1) there is default or delay in payment of the principal and interest on the corporate bonds publicly issued or other debt and such fact is still continuing; or
(2) the proceeds from a public issuance of corporate bonds are not used for the specified purpose in violation of the Securities Law.
Article 15 The use of capital raised by a listed company in the issuance of convertible bonds shall comply with Article 12 of the Measures and the funds shall not be used to make up for losses and non-productive expenses.
Chapter III Issuance Procedures
Article 16 In the event that a listed company applies for the issuance of securities, its board of directors must pass a resolution concerning the following matters and submit it to the shareholders' meeting for approval:
(1) a plan for the present issuance of securities;
(2) the demonstration and analysis report on the securities issuance plan;
(3) a feasibility report about the use of the capital to be raised by the present issuance; and
(4) other matters that must be explicitly specified.
If the board of directors of a listed company intends to introduce strategic investors, the introduction shall be treated as a separate proposal with each strategic investor considered separately and submitted to the shareholders' meeting for approval.
The board of directors shall pass a resolution in accordance with the preceding two paragraphs, and the interval between the date of the board resolution and the date of the initial public offering and listing shall not be less than six months.
Article 17 When the board of directors prepares the demonstration and analysis report on a securities issuance plan, it shall conduct the demonstration and analysis according to the circumstances such as the industry and development phase, financing plan, financial standing, and fund demand of the listed company, and the independent director shall issue a special opinion.
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