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  • 关于首次公开发行股票试行询价制度若干问题的通知 Several Issues Concerning the Trial Implementation of Price Inquiry System for Initial Public Offering of Shares Circular

    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 investors and qualified foreign institutional investors (QFII):

      In order to protect the lawful rights and interests of investors, strengthen market constraints and improve the mechanism for the formation of share issue price, we hereby issue the following circular on several issues concerning the trial implementation of price inquiry 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 stipulated 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-earnings ratio, the earnings per share shall be calculated on the basis of the net profit before or after deduction of non-recurring profit and loss, whichever is lower, for the year prior to the issue as audited by an accounting firm divided by the total share capital following the issue.

      Where the Issuer provides an earnings forecast, it shall also disclose supplementary 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 indicators 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 promotion 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 prospectus in contents and format, 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 truthfulness, 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 s

    hall 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 quotation 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 determined, 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 valid 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 pro 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 criteria for valid purchase shall be expressly specified 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 refunded.

      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 ind

    ependently 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 accrued 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 participation 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 registration 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 attest the price inquiry and rights issue processes, including but not limited to the compliance 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

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