中国证券监督管理委员会关于进一步规范股票首次发行上市有关工作

证监发行字[2003]116号

（Promulgated¹ by the China Securities Regulatory Commission on 19 September 2003.）

颁布日期：20030919 　实施日期：20031001 　颁布单位：中国证券监督管理委员会

　　Zheng Jian Fa Xing Zi [2003] No. 116

　　Securities companies and asset management companies with lead distributor qualifications and companies planning to conduct initial public offering：

　　To thoroughly² implement³ the basic spirit of the Company Law with regard to the conditions for the issuing and listing of share by companies limited by shares， raise the quality of companies that conduct initial public offering （Issuer（s）） and promote the structural⁴ adjustment of the securities market， this Circular on the work relevant to further regulating initial public offering is hereby given as follows：

　　1. Beginning from 1 January 2004， if an Issuer applies for initial public offering and listing of shares， it shall have been established as a company limited by shares for at least three years.

　　If an Issuer is a company limited by shares established upon complete restructuring of a State-owned enterprise or complete conversion⁵ of a limited liability company in accordance with the law， or is approved by the State Council to be exempt⁶ from the time limit stipulated⁷ in the preceding paragraph， it shall not be subject to the restriction⁸ of time limit stipulated in the preceding paragraph.

　　2. If an Issuer applies for initial public offering and listing of shares， it shall have been engaged in the same business continuously in the most recent three years with no change in the actual controlling person and no major change in its management. If there has been a major change in the business of the Issuer as a result of major acquisition， sale or replacement⁹ of assets， merger¹⁰ or division of companies， major increase or reduction in capital or other major asset restructuring act， the Issuer may not apply for issuing and listing of shares until three years after the completion of the relevant act.

　　3. If an Issuer applies for initial public offering and listing of shares， it shall satisfy the following requirements in addition to achieving personnel independence， asset integrity and financial independence as required in the Investigation¹¹ of Restructuring of Enterprises Planning to List Circular （Zheng Jian Fa Zi [1998] No. 259）：

　　（1） no inter-industry competition with the controlling shareholder¹² （or actual controlling person） and its wholly-owned or controlled enterprises；

　　（2） having the capacity of being directly market-oriented and operating independently and， in the most recent year and the most recent period， the amount of transactions of the Issuer with the controlling shareholder （or actual controlling person） and its wholly-owned or controlled enterprises for sale of products （or services） or purchase of raw materials （or services） shall not exceed 30% of the income of the Issuer from its main business or the amount of its external purchase of raw materials （or services）；

　　（3） having a complete business system and， in the most recent year and the most recent period， the amount of sale of products （or services） or purchase of raw materials （or services） conducted on behalf of the Issuer by the controlling shareholder （or actual controlling person） and its wholly-owned or controlled enterprises on entrustment¹⁴ shall not exceed 30% of the income of the Issuer from its main business or the amount of its external purchase of raw materials （or services）；

　　（4） having the necessary assets for engaging in production and operation and， in the most recent year and the most recent period， the income generated by production and operation in reliance on the assets of the controlling shareholder （or actual controlling person） and its wholly-owned or controlled enterprises by way of contracting， entrusted¹⁵ operation， leasing or other similar means shall not exceed 30% of the income of the Issuer from its main business；

　　（5） its chairman of the board， vice¹³ chairman of the board， general manager， deputy general manager， persons in charge of finances and secretary of the board of members do not hold any administrative¹⁶ position other than directorship in the controlling shareholder （or actual controlling person） or receive salaries from the controlling shareholder （or actual controlling person）； and

　　（6） no other serious defect in respect of its independence.

　　4. An Issuer shall establish an independent director system by reference to the Establishment of Independent Director Systems by Listed Companies Guiding Opinion. When the Issuer applies for initial public offering and listing of shares， at least one-third of the members of the board of directors should be independent directors， and at least one of the independent directors shall be a professional accountant （the term “professional accountant” meaning a person with a senior title or qualifications as a certified¹⁷ public accountant）。

　　5. There shall be specific uses for the funds raised in the initial public offering of an Issuer， and investment projects shall have undergone prudent¹⁸ discussion. The amount of funds raised shall not exceed twice the unaudited net asset value of the Issuer as at the end of the preceding year.

　　6. The corresponding requirements in relation to listed companies shall be formulated¹⁹ separately.

　　This Circular shall be effective as of 1 October 2003. The provisions of this Circular shall not apply to Issuers that have passed examination of the Share Issuance Examination Committee of China Securities Regulatory Commission before 1 October 2003.