May 31, 2010
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Opinions of the China Securities Regulatory Commission on Strictly Controlling the Access to Offerings and Listing and Improving the Quality of Listed Companies at the Source (for Trial Implementation) [Effective]
中国证券监督管理委员会印发关于严把发行上市准入关从源头上提高上市公司质量的意见(试行) [现行有效]
Opinions of the China Securities Regulatory Commission on Strictly Controlling the Access to Offerings and Listing and Improving the Quality of Listed Companies at the Source (for Trial Implementation) 


All local offices of the China Securities Regulatory Commission (“CSRC”), all exchanges, all subordinate entities, all associations, and all departments of the CSRC: 中国证监会各派出机构,各交易所,各下属单位,各协会,会内各司局:
The following measures are hereby proposed for the purposes of strictly regulating the offerings and listing of enterprises, ensuring the effective assignment and fulfillment of the responsibilities of all parties in the entire chain of issuance regulation, diligently establishing the concept of being responsible to investors, strengthening the performance of functions of the capital market, and improving the quality of listed companies from the source. 为从严监管企业发行上市活动,压紧压实发行监管全链条各方责任,切实树立对投资者负责的理念,强化资本市场功能发挥,从源头上提高上市公司质量,现提出以下措施。
I. Strictly controlling the quality of applications filed by enterprises to be listed   一、严把拟上市企业申报质量
The primary responsibility of enterprises to be listed and “key minorities” for the veracity, accuracy, and completeness of issuance application documents, especially the disclosure of information on operations, financial affairs, and other aspects, shall be effectively fulfilled. Enterprises to be listed shall be urged to adopt a correct “listing view”. By taking the modern enterprise system as the guarantee, enterprises shall be propelled to enhance their quality and strength and share development achievements with investors, and blind listing and excessive financing for “money grabbing” shall be prohibited. Enterprises to be listed shall be required to fully cooperate with intermediaries in inspection and issuance regulation, and ensure the veracity, accuracy, and completeness of the materials provided by them. First, “key minorities” shall be urged to strengthen their awareness of integrity, self-discipline, and the rule of law, improve corporate governance, improve and effectively carry out internal control rules, and accept internal control audits according to the relevant provisions. Second, the financial data of enterprises to be listed shall accurately and truthfully reflect their business capabilities; the problems such as “pseudo technology” and sudden increase in performance shall be strictly inspected, and whoever commits any act such as financial fraud, false statements, or embellishments shall be strictly held liable in a timely manner in accordance with the law. Third, research shall be conducted to require relevant shareholders of enterprises to be listed to make undertakings in the prospectus that such measures as extending the stock lock-up period shall be taken if the performance of such enterprises has a sharp decline within three years after their listing. 压实拟上市企业及“关键少数”对发行申请文件特别是经营财务等方面信息披露真实准确完整的第一责任。督促拟上市企业树立正确“上市观”,以现代企业制度为保障,促进企业做优做强,与投资者共享发展成果,严禁以“圈钱”为目的盲目谋求上市、过度融资。要求拟上市企业充分配合中介机构核查和发行监管工作,确保所提供材料真实准确完整。一是督促“关键少数”增强诚信自律法治意识,完善公司治理,健全内部控制制度并有效运行,按规定接受内部控制审计。二是要求拟上市企业的财务数据准确真实反映企业经营能力,严审“伪科技”、突击冲业绩等问题,对财务造假、虚假陈述、粉饰包装等行为须及时依法严肃追责。三是研究要求拟上市企业的有关股东在招股说明书中承诺,上市后三年内业绩出现大幅下滑的,采取延长股份锁定期等措施。
II. Solidifying the responsibilities of intermediaries as “gatekeepers”   二、压实中介机构“看门人”责任
Intermediaries shall, for the protection of investors' interests, improve their internal decision-making and responsibility mechanisms, and shall be professional and diligent, and sponsors shall practice and expand their business based on the investment orientation. First, a mechanism for the normalized rolling on-site regulation of intermediaries shall be established, the performance of duties by sponsors, lawyers, and certified public accountants shall all be supervised and inspected every three years in principle, accountability and follow-up rectification shall be effectively conducted, and a case shall be resolutely docketed for inspection if the violator is suspected of any violation of law or regulation. Second, the mechanism for evaluating sponsors' practice quality oriented by improving the quality of listed companies shall be put to good use on an ongoing basis, classified regulation shall be conducted based on evaluation results, and the improvement of practice quality shall be promoted. Third, intermediaries shall be urged to practically shoulder the responsibility for preventing financial fraud and make full use of the inspection of the flow of funds, the penetrated inspection of clients and suppliers, on-site inspection, and other methods to ensure that the financial data reflect the true operating conditions. 中介机构应当从投资者利益出发,健全内部决策和责任机制,立足专业、勤勉尽责,保荐机构要以可投性为导向执业展业。一是建立对中介机构的常态化滚动式现场监管机制,督导检查保荐机构、律师和注册会计师履职尽责情况,三年一周期,原则上实现全覆盖,抓好责任追究和跟踪整改,涉嫌违法违规的坚决立案稽查。二是持续运用好以上市公司质量为导向的保荐机构执业质量评价机制,根据评价结果实施分类监管,促进提高执业质量。三是督促中介机构切实扛起防范财务造假的责任,充分运用资金流水核查、客户供应商穿透核查、现场核验等方式,确保财务数据符合真实的经营情况。
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