证监发行字[2004]162号

（Issued by the China Securities Regulatory Commission on 7 December 2004 and effective as of 1 January 2005.）

颁布日期：20041207 　实施日期：20050101 　颁布单位：中国证监会

　　（Zheng Jian Fa Xing Zi [2004] No. 162）

　　To all companies that make an initial public offering， securities investment fund management companies， securities companies， trust and investment companies， finance companies， insurance institutional investors¹ and qualified² foreign institutional investors （QFII）：

　　In order to protect the lawful⁴ rights and interests of investors， strengthen market constraints⁵ and improve the mechanism⁶ for the formation of share issue price， we hereby issue the following circular on several issues concerning the trial implementation⁸ of price inquiry⁹ system for initial public offering of shares：

　　1. A company that makes initial public offering of shares （the Issuer） and its sponsor institution shall determine the issue price of the shares by means of price inquiry to inquiry targets.

　　For the purposes of this Circular， the term “inquiry targets” shall refer to securities investment fund management companies， securities companies， trust and investment companies， finance companies， insurance institutional investors and qualified foreign institutional investors （QFII） that meet the conditions stipulated¹⁰ by the China Securities Regulatory Commission （CSRC）， and other institutional investors recognized by the CSRC.

　　2. When an Issuer and its sponsor institution announce the issue price and the issue price-earnings¹¹ ratio， the earnings per share shall be calculated on the basis of the net profit before or after deduction¹² of non-recurring profit and loss， whichever is lower， for the year prior to the issue as audited¹³ by an accounting¹⁴ firm divided by the total share capital following the issue.

　　Where the Issuer provides an earnings forecast， it shall also disclose supplementary¹⁵ information on the issue price-earnings ratio based on the earnings forecast. The earnings per share shall be calculated on the basis of the projected net profit before or after deduction of non-recurring profit and loss， whichever is lower， for the year of the issue as audited by an accounting firm divided by the total share capital following the issue.

　　The Issuer may at the same time disclose other issue price indicators¹⁶ such as price-to-book ratio that reflects the characteristics of the industry to which the Issuer belongs.

　　3. After an offering application has been verified and approved by the CSRC， the Issuer shall publish a letter of intent to offer shares and commence promotion¹⁷ and price inquiry. Price inquiry shall be divided into two stages， namely， preliminary price inquiry and book-building price inquiry. The Issuer and its sponsor institution shall determine the issue price range through the preliminary price inquiry and the issue price through the book-building price inquiry.

　　The aforementioned letter of intent to offer shares shall be consistent with the prospectus¹⁸ in contents and format⁷， with the exception that it may not include the issue price and the amount of capital to be raised， and shall have the same legal validity as the prospectus. The Issuer and its sponsor institution shall assume corresponding legal liability for the truthfulness²⁰， accuracy and completeness of the letter of intent to offer shares.

　　In the preliminary price inquiry， the sponsor institution shall provide the inquiry target with an investment value research report prepared in accordance with the provisions hereof.

　　4. The Issuer and its sponsor institution shall conduct the preliminary price inquiry with at least 20 inquiry targets， and shall determine the issue price range and its corresponding range of price-earnings ratio on the basis of the prices quoted by the inquiry targets.

　　An inquiry target shall quote a price independently on the basis of a comprehensive research on the intrinsic investment value of the Issuer and the market conditions， and shall provide the basis for and result of the quotation²¹ to the sponsor institution at the same time. Both the preliminary price inquiry and the quotation shall be made in writing.

　　If the number of shares to be offered to the public is 400 million or more， there shall be no less than 50 inquiry targets participating in the preliminary price inquiry.

　　5. After the issue price range has been determined²²， the Issuer and its sponsor institution shall conduct a book-building price inquiry within such range among the inquiry targets and determine the issue price on the basis of the results of the book-building price inquiry. All inquiry targets that meet the provisions hereof may participate in the book-building price inquiry.

　　After the issue price range， issue price and corresponding issue price-earnings ratio have been determined， the Issuer and its sponsor institution shall file them separately with the CSRC and make an announcement thereof. The basis for determination of the issue price shall be filed for record and announced at the same time.

　　6. The Issuer and its sponsor institution shall offer shares in rights issue to the inquiry targets that participated in the book-building price inquiry. If the number of shares to be offered to the public is less than 400 million， the rights issue shall not exceed 20% of the total number of shares offered. If the number of shares to be offered to the public is 400 million or more， the rights issue shall not exceed 50% of the total number of shares offered.

　　Subject to the approval of the CSRC， the Issuer and its sponsor institution may adjust the aforementioned percentage according to the market conditions.

　　7. After the book-building price inquiry has been completed， if the total amount of valid¹⁹ purchase above the issue price is greater than the total number of shares to be offered in rights issue to the inquiry targets， the Issuer and its sponsor institution shall offer shares in rights issue on a pro³ rata basis for all valid purchase above the issue price. The percentage of the rights issue shall be the number of shares to be offered in the rights issue to the inquiry targets divided by the total amount of valid purchase above the issue price. The criteria²³ for valid purchase shall be expressly specified²⁴ in the issue announcement.

　　The sponsor institution shall verify and confirm the qualification of inquiry targets， and shall not offer shares in the rights issue to investors that do not comply with the provisions hereof and other relevant regulations.

　　8. After the book-building price inquiry and rights issue have been completed， the Issuer and its sponsor institution shall publish an announcement of the results of the rights issue. The announcement of the results of the rights issue shall include at least the following particulars：

　　（1） particulars of the book-building price inquiry， including： the amount of valid purchase of all inquiry targets at different price levels， the accumulative amount of valid purchase above different price levels and the corresponding number of times over-subscribed； the total amount of purchase and the total amount of funds on hold；

　　（2） the percentage of the rights issue and the number of times over-subscribed of the valid purchase above the issue price； and

　　（3） the list of inquiry targets to whom shares are offered in the rights issue， the amount of shares offered and the amount of funds refunded²⁵.

　　9. After the book-building price inquiry has been completed， the Issuer and its sponsor institution shall offer the remaining shares to the public at the same price in accordance with the principles and procedure stipulated in the issue announcement.

　　10. Inquiry targets shall participate independently in the book-building price inquiry and rights issue separately under own-account designated by them or the investment product account managed by them， and shall comply with the relevant provisions on account management. The upper limit of accumulative number of shares purchased under a single designated securities account shall not exceed the total number of shares to be offered in the rights issue to inquiry targets.

　　Inquiry targets that participate in book-building price inquiry and the rights issue shall pay the funds for purchase in full. The interests accrued²⁶ from the purchase funds while such funds are on hold shall belong to the inquiry targets.

　　11. Inquiry targets shall undertake to lock the shares offered to them for participation²⁷ in the book-building price inquiry for at least three months. The lockup period shall begin from the date on which the shares offered to public investors are listed.

　　The stock exchange on which the shares of the Issuer are listed and the securities registration²⁸ and clearing institution shall make corresponding arrangement for the lockup of the shares offered in the rights issue.

　　12. The sponsor institution shall be responsible for organizing the promotion， price inquiry and rights issue work. The sponsor institution shall employ an accounting firm with securities business qualifications to carry out capital verification on the purchase funds on hold and issue a capital verification report； and shall， at the same time， employ a law firm to attest²⁹ the price inquiry and rights issue processes， including but not limited to the compliance³⁰ of the targets of the rights issue and the rights issue method with laws and regulations and the provisions hereof， and issue a special legal opinion.

　　13. The sponsor institution， accounting firm and law firm， and their relevant staff members that participate in the price inquiry and the rights issue work shall comply with laws and regulations and the provisions hereof， and act in good faith and with due diligence. The quotation and purchase of inquiry targets shall follow the principle of good faith， and comply with the provisions of laws and regulations and the fund contract or the company‘s articles of association.

　　14. The underwriting agreement and underwriting syndicate agreement may be executed after the determination of the issue price， and shall be submitted to the CSRC for record filing.

　　After the issue of shares has been completed， the Issuer and its sponsor institution shall submit the particulars of the issue such as the promotion， price inquiry and rights issue and the opinions of other intermediary institutions to the CSRC for record filing.

　　15. The investment value research report prepared by the sponsor institution shall comprehensively and objectively analyze³¹ the factors affecting the issue price， and the information cited in the report must be true， accurate and the source thereof must be indicated. The research report shall include at least the following contents：

　　（1） the Issuer‘s industry， its position in the industry and the effect of its industry position on the pricing；

　　（2） the performance on the secondary market of the shares of the listed companies in the same industry as the Issuer and the impact of the general market trend on the pricing；

　　（3） the impact of the Issuer‘s business conditions and development potentials on the pricing；

　　（4） the impact of the Issuer‘s profitability and financial conditions on the pricing；

　　（5） the impact of fund raising for investment projects of the Issuer on the pricing of the share；

　　（6） a forecast of the range of trading price of the Issuer‘s shares on the secondary market after listing； and

　　（7） other factors that have a major impact on the pricing of the Issuer‘s shares.

　　16. The CSRC shall regulate the acts of the sponsor institution， other intermediary institution and inquiry targets in accordance with the law. It shall， according to law， adopt regulatory measures against， and impose administrative³² penalty on， sponsor institutions， other intermediary institutions， inquiry targets and their relevant responsible personnel that violate the relevant laws， regulations and rules. If a criminal offence is suspected， the case shall be transferred to the judicial³³ authority according to law， and criminal liability shall be pursued：

　　（1） if the sponsor institution underwrites shares that are issued without approval or divulge³⁴ the information of share issue in advance， it shall be subject to penalty in accordance with Articles 176 and 183 of the Securities Law；

　　（2） if the Issuer discloses an earnings forecast but its actual earnings are less than 80% of the earnings forecast， the CSRC shall not accept any project recommended by the relevant sponsor representative in the following three months in accordance with Article 67 of the Sponsor System for Issuing and Listing of Securities Tentative Procedures （CSRC Order No. 18， hereafter， the “Sponsor Procedures”）；

　　（3） if the sponsor institution and sponsor representative have other malpractice in the course of the price inquiry and rights issue， the CSRC shall adopt regulatory measures including verbal reminder³⁵， focused concern， order of rectification³⁶ and recognition of unsuitability for the relevant position against them in accordance with Articles 57 and 73 of the Sponsor Procedures；

　　（4） if the accounting firm and the law firm violate laws and regulations in the course of the price inquiry and rights issue， the CSRC shall impose penalty on， or adopt corresponding regulatory measures against， them in accordance with Article 202 of the Securities Law and Article 72 of the Sponsor Procedures； and

　　（5） if an inquiry target fails to follow the principle of good faith in the course of price quotation， share purchase and rights issue or if it no longer fulfils the relevant criteria， it shall be removed from the list of inquiry targets.

　　17. This Circular shall be implemented³⁷ as of 1 January 2005. The Share Issue Pricing Analysis Reporting Guidelines （Trial Implementation） （Zheng Jian Fa [1999] No. 8）， the Further Improving Methods of Issuing Shares Circular （Zheng Jian Fa Xing Zi [1999] No. 94）， the Amending³⁸ the Provisions of the Circular （Zheng Jian Fa Xing Zi [2000] No. 32） and the Offering Method for Placements with Legal Persons Guidelines （Zheng Jian Fa Xing Zi [2000] No. 111） shall be repealed³⁹ simultaneously⁴⁰.

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