Regulations on the Management of Securities Issuance and Trading by Listed Companies

These Regulations are formulated in accordance with the Securities Law of the People's Republic of China and the Company Law of the People's Republic of China, to standardize the issuance and trading of securities by listed companies, protect the legitimate rights and interests of investors, and maintain the order of the securities market.

The securities referred to in these Regulations include stocks, convertible corporate bonds, and other securities recognized by the China Securities Regulatory Commission (CSRC).

The CSRC is responsible for the unified supervision and administration of the issuance and trading of securities by listed companies throughout the country.

The stock exchanges are responsible for the on-site supervision and administration of the issuance and trading of securities by listed companies listed on their respective exchanges.

The issuance and trading of securities by listed companies shall comply with the provisions of these Regulations and other relevant laws, administrative regulations, and departmental rules.

When a listed company issues new shares, it shall comply with the following provisions:

1. The company shall have a sound organizational structure and operating mechanism.
2. The company shall have sustained profitability and good financial status.
3. The company shall have no major illegal acts in the past three years.
4. When a listed company issues convertible corporate bonds, it shall comply with the following provisions:
5. The company shall have a sound organizational structure and operating mechanism.
6. The company shall have sustained profitability and good financial status.
7. The company shall have no major illegal acts in the past three years.
8. A listed company shall not issue new shares or convertible corporate bonds if any of the following circumstances exist:
9. The application documents for the issuance contain false records, misleading statements, or major omissions.
10. The company has changed its use of proceeds from the previous public issuance without following the prescribed procedures.
11. The company's current performance has declined significantly compared to the previous year.
12. When a listed company issues new shares or convertible corporate bonds, it shall disclose the following information:
13. The prospectus or the convertible corporate bond prospectus.
14. The financial accounting reports.
15. The legal opinions and the sponsor's recommendation report.
16. A listed company shall not increase its share capital by issuing new shares if any of the following circumstances exist:
17. The issuance was not approved by the CSRC.
18. The issuance has not been completed.
19. The company has violated the provisions of these Regulations regarding the use of proceeds from the previous issuance.
20. When a listed company issues new shares, it shall comply with the following provisions:
21. The issuance price shall not be lower than the average trading price of the company's shares for the 20 trading days preceding the announcement of the pricing benchmark date.
22. The issuance shall be made to specific objects.
23. When a listed company issues convertible corporate bonds, it shall comply with the following provisions:
24. The conversion price shall not be lower than the average trading price of the company's shares for the 20 trading days preceding the announcement of the pricing benchmark date.
25. The conversion period shall be determined by the company.
26. A listed company shall not issue new shares or convertible corporate bonds if any of the following circumstances exist:
27. The company's control rights have changed.
28. The company's major assets have been transferred.
29. The company's main business has changed.
30. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
31. The issuance shall be made to specific objects.
32. The number of specific objects shall not exceed 10.
33. The specific objects referred to in these Regulations include:
34. The company's strategic investors.
35. The company's directors, supervisors, and senior management personnel.
36. Other specific objects recognized by the CSRC.
37. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
38. The specific objects shall not transfer the shares or convertible corporate bonds obtained through the issuance within 12 months from the date of issuance.
39. If the specific objects are the company's directors, supervisors, and senior management personnel, they shall not transfer the shares or convertible corporate bonds obtained through the issuance within 6 months from the date of issuance.
40. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
41. The issuance shall be approved by the company's shareholders' meeting.
42. The shareholders' meeting shall specify the number of securities to be issued, the issuance price, the issuance objects, and the use of proceeds.
43. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
44. The company shall disclose the issuance plan.
45. The company shall disclose the financial accounting reports.
46. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
47. The company shall disclose the legal opinions.
48. The company shall disclose the sponsor's recommendation report.
49. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
50. The company shall disclose the prospectus or the convertible corporate bond prospectus.
51. The company shall disclose the financial accounting reports.
52. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
53. The company shall disclose the legal opinions.
54. The company shall disclose the sponsor's recommendation report.
55. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
56. The company shall disclose the issuance plan.
57. The company shall disclose the financial accounting reports.
58. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
59. The company shall disclose the legal opinions.
60. The company shall disclose the sponsor's recommendation report.
61. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
62. The company shall disclose the prospectus or the convertible corporate bond prospectus.
63. The company shall disclose the financial accounting reports.
64. When a listed company issues new shares or convertible corporate bonds, it shall comply with the following provisions:
65. The company shall disclose the legal opinions.
66. The company shall disclose the sponsor's recommendation report.
67. These Regulations shall come into effect on the date of promulgation.
68. The CSRC shall interpret these Regulations.