Chapter I General Provisions
Article 1 These Measures are formulated in accordance with the Securities Law and the Company Law for the purpose of regulating the initial public offering of stocks and protecting the legitimate rights and interests of investors and public interests.
Article 2 These Measures shall apply to the initial public offering and stock listing in People's Republic of China (PRC).
These Measures shall not apply to the subscription and trading of shares of domestic companies in foreign currency.
Article 3 The initial public offering of listed stocks shall meet the issuance conditions stipulated in the Securities Law, the Company Law and these Measures.
Article 4 The information disclosed by an issuer according to law must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions.
Article 5 A recommendation institution and its recommendation representatives shall follow the principles of diligence, honesty and trustworthiness, earnestly perform the obligations of prudent verification and counseling, and be responsible for the authenticity, accuracy and completeness of the issuance recommendation letter issued by them.
Article 6 Securities service institutions and personnel who issue relevant documents for securities issuance shall strictly perform their statutory duties in accordance with the business standards and ethics recognized by the industry, and be responsible for the authenticity, accuracy and completeness of the documents they issue.
Article 7 The approval of an issuer's initial public offering by China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") does not mean making a substantive judgment or guarantee on the investment value of stocks or the income of investors. After the shares are issued according to law, the investors shall bear the investment risks caused by the changes in the issuer's operation and income.
Chapter II Conditions of Issue
Section 1 Subject Qualification
Article 8 An issuer shall be a joint stock limited company established and existing according to law.
With the approval of the State Council, when a limited liability company is changed into a joint stock limited company according to law, it may offer shares to the public by way of establishment.
Article 9 After the establishment of a joint stock limited company, the issuer shall continue to operate for more than three years, unless it is approved by the State Council.
Where a limited liability company is converted into a joint stock limited company according to the original book net asset value, the time for continuous operation can be calculated from the date of establishment of the limited liability company.
Article 10 The registered capital of the issuer has been paid in full, the procedures for transferring the property rights of the assets contributed by the promoters or shareholders have been completed, and there is no major ownership dispute over the issuer's main assets.
Article 11 The production and operation of an issuer conforms to the provisions of laws, administrative regulations and the articles of association of the company, and conforms to the national industrial policy.
Article 12 The issuer's main business, directors and senior management personnel have not changed significantly in the last three years, and the actual controller has not changed.
Article 13 The issuer's equity is clear, and there is no major ownership dispute between the controlling shareholder and the shareholder controlled by the controlling shareholder or the actual controller.
Section 2 Independence
Article 14 An issuer shall have a sound business system and the ability to directly face the market and operate independently.
Article 15 The issuer's assets are complete. Production-oriented enterprises should have production systems, auxiliary production systems and supporting facilities related to production and operation, have the ownership or use right of land, factories, machinery and equipment, trademarks, patents and non-patented technologies related to production and operation according to law, and have independent raw material procurement and product sales systems; Non-productive enterprises should have business systems and related assets related to operations.
Article 16 The personnel of an issuer are independent. The general manager, deputy general manager, financial controller, secretary of the board of directors and other senior management personnel of the issuer shall not hold positions other than directors and supervisors in the controlling shareholder, actual controller and other enterprises controlled by them, and shall not receive remuneration from the controlling shareholder, actual controller and other enterprises controlled by them; The issuer's financial personnel shall not work part-time in the controlling shareholder, actual controller and other enterprises controlled by them.
Article 17 The issuer's financial independence. The issuer shall establish an independent financial accounting system, be able to make financial decisions independently, and have a standardized financial accounting system and a financial management system for branches and subsidiaries; The issuer shall not share the bank account with the controlling shareholder, actual controller and other enterprises under its control.
Article 18 The issuer's institution is independent. The issuer shall establish and improve its internal management institutions, exercise its management authority independently, and shall not be confused with the controlling shareholders, actual controllers and other enterprises controlled by them.
Article 19 The issuer's business is independent. The issuer's business should be independent of the controlling shareholder, actual controller and other enterprises controlled by them, and there is no horizontal competition or obviously unfair related transactions with the controlling shareholder, actual controller and other enterprises controlled by them.
Article 20 There shall be no other serious defects in the independence of an issuer.
Section III Standardized Operation
Article 21 The issuer has established and improved the system of shareholders' meeting, board of directors, board of supervisors, independent directors and secretary of the board of directors according to law, and relevant institutions and personnel can perform their duties according to law.
Article 22 The directors, supervisors and senior managers of an issuer are aware of the laws and regulations related to stock issuance and listing, and know the legal obligations and responsibilities of listed companies and their directors, supervisors and senior managers.
Article 23 The directors, supervisors and senior managers of an issuer meet the post-holding qualifications stipulated by laws, administrative regulations and rules, and shall not have any of the following circumstances:
(a) the measures taken by the China Securities Regulatory Commission to prohibit entry into the securities market are still in the period of prohibition;
(2) Being punished by the China Securities Regulatory Commission in the last 36 months, or being publicly condemned by the stock exchange in the last 12 months;
(3) It has not reached a clear conclusion that it has been investigated by judicial organs for suspected crimes or by China Securities Regulatory Commission for suspected violations of laws and regulations.
Article 24 The issuer's internal control system is sound and effectively implemented, which can reasonably ensure the reliability of financial reports, the legality of production and operation, and the efficiency and effectiveness of operation.
Article 25 An issuer shall not be under any of the following circumstances:
(a) in the last 36 months without the approval of the statutory authority, unauthorized or disguised public offering of securities; Or the illegal act occurred 36 months ago, but it is still in a continuous state;
(two) in the last 36 months, due to violation of industry and commerce, taxation, land, environmental protection, customs and other laws and administrative regulations, and the circumstances are serious;
(3) It has filed an application for issuance with the China Securities Regulatory Commission in the last 36 months, but the application documents submitted for issuance contain false records, misleading statements or major omissions; Or does not meet the conditions for issuance, and defrauds the issuance approval by deception; Or improperly interfere with the audit work of the China Securities Regulatory Commission and its issuance audit committee; Or forge or alter the signatures and seals of the issuer or its directors, supervisors and senior managers;
(4) The issuance application documents submitted this time contain false records, misleading statements or major omissions;
(5) The suspected crime has been put on file for investigation by judicial organs, and no clear conclusion has been reached;
(six) other circumstances that seriously damage the legitimate rights and interests of investors and the interests of the public.
Article 26 The issuer's articles of association have clearly defined the examination and approval authority and examination procedures for external guarantees, and there is no illegal guarantee for controlling shareholders, actual controllers and other enterprises controlled by them.
Article 27 The issuer has a strict fund management system, and the controlling shareholder, actual controller and other enterprises under its control are not allowed to occupy funds by borrowing, paying off debts, paying in advance or other means.
Section 4 Finance and Accounting
Article 28 The issuer has good asset quality, reasonable asset-liability structure, strong profitability and normal cash flow.
Article 29 The issuer's internal control is effective in all major aspects, and the certified public accountant has issued an unqualified internal control verification report.
Article 30 The issuer's basic accounting work is standardized, and the preparation of financial statements conforms to the accounting standards for enterprises and relevant accounting systems, which fairly reflects the issuer's financial position, operating results and cash flow in all major aspects, and the certified public accountant has issued an unqualified audit report.
Article 31 An issuer shall prepare financial statements according to actual transactions or events. Be cautious in accounting confirmation, measurement and reporting; For the same or similar economic business, we should choose consistent accounting policies and shall not change them at will.
Article 32 An issuer shall, according to the principle of materiality, fully disclose the related party relationship and appropriately disclose related party transactions. The price of related party transactions is fair, and there is no manipulation of profits through related party transactions.
Article 33 An issuer shall meet the following conditions:
(1) The net profit in the last three fiscal years is positive and accumulated more than 30 million yuan, and the net profit is calculated according to the lower before and after deducting non-recurring gains and losses;
(2) The accumulated net cash flow generated by business activities in the last three fiscal years has exceeded RMB 50 million; Or the accumulated operating income in the last three fiscal years exceeds 300 million yuan;