Notice of the China Securities Regulatory Commission on Issues Related to the Strengthening of the Administration of Fund Subscription and Underwriting

中国证券监督管理委员会关于加强资金申购和承销业务管理有关问题的通知

Promulgating Institution:  China Securities Regulatory Commission

Promulgating Date: 05/26/2006

Effective Date: 05/26/2006

颁布机关: 中国证券监督管理委员会

颁布时间: 05/26/2006

实施时间: 05/26/2006

To all securities companies,

The China Securities Regulatory Commission (hereinafter referred to as "CSRC") has scheduled to start the verification and approval of the initial public offering ("IPO") of shares pursuant to theAdministrative Measures for Initial Public Offering and Listing of Shares promulgated on May 18. In addition, the Shanghai Stock Exchange and the Shenzhen Stock Exchange have, respectively, promulgated the implementing measures for fund subscription, specifying the detailed requirements and business processes for the resumption of fund subscription in terms of IPOs. All securities companies shall attach great importance to fund subscription for IPOs, strengthen organization and leadership, effectively guard against risks, and protect the rights and interests of investors. Relevant issues are hereby notified as follows:

    各证券公司:

    我会于5月18日颁布实施了《首次公开发行股票并上市管理办法》,拟于近期开始核准新股发行;上海、深圳证券交易所分别颁布了资金申购实施办法,对新股发行恢复资金申购明确了具体要求和业务流程。各证券公司应高度重视新股发行资金申购工作,加强组织领导,切实防范风险,保护投资者权益。现就有关问题通知如下:

1. All securities companies shall enhance their studies of the implementing measures for fund subscription and other pertinent documents, get a grasp of the business rules and operational procedures with respect to fund subscription, and make meticulous arrangements and carry out various preparations strictly as required. In addition, they shall make more efforts to publicize relevant rules, explain them to clients, and provide appropriate services to investors in the process of new shares subscription.

During the period of subscription for new shares, securities companies shall send competent employees familiar with fund subscription business to provide support and guidance for securities business departments with a larger number of clients, so as to ensure that all business outlets are able to provide quality services for clients in fund subscription.

       一、各证券公司应加强对资金申购实施办法等有关文件的学习,掌握有关资金申购业务规则和操作流程,周密部署并严格落实各项准备工作,同时要加强对客户的宣传和解释工作,做好对投资者申购新股的服务保障工作。

    在新股申购期间,证券公司应调派熟悉资金申购业务的骨干加强对客户较多证券营业部的支持和辅导,确保所有营业网点均能做好资金申购业务的服务工作。

2. All securities companies shall make effective and sound funding arrangements for the subscription for new shares, to ensure that all their clients are able to subscribe for their targeted number of new shares in full, and that the amount paid for the subscription for new shares is transferred in full to the China Securities Depository and Clearing Corporation Limited as scheduled.

       二、各证券公司应切实做好新股申购的资金安排,确保所有客户均能全额申购新股,确保新股申购资金按时足额划付到中国证券登记结算有限责任公司。

3. All securities companies shall make proper technical preparations for fund subscription for IPOs, test technical systems in advance, and have in place relevant emergency plans.

       三、各证券公司应切实做好新股发行资金申购的技术准备工作,提前对技术系统进行测试,并做好有关应急预案。

4. A securities company shall subscribe for new shares by proprietary trading using its own securities proprietary trading account that has be record filed with the relevant authorities, and is not allowed to use its clients' or others' accounts to make the subscription of new shares. Furthermore, the company shall use its own funds or funds lawfully raised to subscribe for new shares; and it is prohibited to use its clients' trading settlement funds to make the subscription.

All securities companies shall strengthen the management over the agency subscription of new shares by their respective subordinate business outlets to prevent the aforesaid irregularities from occurring.

       四、证券公司自营申购新股的,必须使用已经报备的证券自营账户,严禁使用客户或他人的账户进行申购;必须使用自有资金和依法筹集的资金,严禁挪用客户交易结算资金进行申购。

    各证券公司应加强对下属营业网点代理新股申购业务的管理,防止出现上述违规行为。

5. No securities company is allowed to, by proprietary trading, subscribe for new shares underwritten thereby. Nor may it do so in the name of another party.

       五、证券公司不得自营申购本公司所承销的股票,也不得变相以他人名义申购本公司所承销的股票。

6. A securities company shall not involve its irregular asset management business that has not been cleaned up in the subscription for IPOs, and may only involve in new shares subscription with its compliant targeted asset management business and collective wealth management schemes set up upon approval of the CSRC.

       六、证券公司未清理的违规资产管理业务不得参与新股发行资金申购,合规的定向资产管理业务和经我会批准设立的集合理财计划可以参与新股发行资金申购。

7. A securities company shall strengthen risk control over its underwriting business, and shall observe the following rules in the case of firm-commitment underwriting:

(1) The company shall take into full consideration its net capital and liquidity, and determine the maximum size of its underwriting business based on the adequacy of its net capital, to ensure that it has adequate net capital for every single underwriting business;

(2) It shall carry out substantive underwriting only; and false underwriting by concluding supplementary agreements and other means is strictly prohibited;

(3) If the volume of a specific stock that the company holds exceeds the stipulated percentage due to the firm-commitment underwriting of all the remaining shares, it shall, from the date of listing of the stock, gradually sell out the excessive shares, and shall not buy in any of the said stock during the same period; if the size of its proprietary trading business exceeds the stipulated percentage, it shall limit its purchase of other stocks until that size meets the stipulated standards; and

(4) It shall, within five working days from the date of conclusion of an underwriting agreement, report the said agreement, the risk assessment report of the underwriting project and the plan for handling risks of firm-commitment underwriting to the CSRC dispatched office at its registration place.

       七、各证券公司要加强对承销业务的风险控制,以包销方式承销证券的,应符合以下规定:

    (一)充分考虑公司的净资本和流动性状况,根据自身的净资本充足情况确定最大的承销业务规模,确保公司每单承销业务都有足够净资本来支撑;

    (二)必须进行实质性承销,严禁通过签订补充协议等方式进行虚假承销;

    (三)因包销剩余股票导致单只股票规模超比例的,应自该股票上市之日起逐步卖出该股票,期间不得买入该股票,导致自营总规模超比例的,应同时限制买入其他股票,直至公司自营业务规模符合规定标准;

    (四)在签定承销协议之日起五个工作日内,向公司注册地证监局报备承销协议、承销项目的风险评估及包销风险的应对方案。

8. All securities companies shall promptly report any major problems arising in the course of the subscription for new shares to the CSRC and the CSRC dispatched offices at their respective registration places.

       八、在新股申购过程中遇到重大问题时,证券公司应及时向公司注册地证监局和我会报告。

9. If a securities company is in violation of this Notice or if any major risk arises from its fund subscription business, the CSRC shall hold the company and relevant personnel thereof accountable in a strict accordance with applicable provisions.

       九、证券公司违反本通知规定或资金申购业务出现重大风险的，我会将按有关规定，严肃追究公司和相关人员的责任。

May 26, 2006

二○○六年五月二十六日