Decision on Amending the Administrative Measures for Sponsorship of Securities Issuance and Listing (Part)
Chapter III Sponsorship Duties
Article 23 A recommendation institution shall make due diligence recommendation on the securities to be issued and listed by the issuer.
After the issuer's securities are listed, the sponsor institution shall continue to supervise the issuer to fulfill its obligations such as standard operation, keeping promises and information disclosure.
Article 24 When recommending the issuer's securities to be issued and listed, the recommendation institution shall follow the principles of honesty, trustworthiness and diligence, and conduct a comprehensive investigation on the issuer in accordance with the requirements of the China Securities Regulatory Commission for the due diligence of the recommendation institution, so as to fully understand the issuer's operating conditions and the risks and problems it faces.
Article 25 Before recommending an issuer for initial public offering and listing, a recommendation institution shall provide guidance to the issuer, and provide systematic training on laws, regulations and securities market knowledge to the issuer's directors, supervisors and senior managers, shareholders holding more than 5% of the shares and actual controllers (or their legal representatives), so that they can fully grasp the relevant laws, regulations and rules on issuance, listing and standardized operation, know the responsibilities and obligations of information disclosure and performance of commitments, and establish the integrity of securities market access.
Article 26 After the counseling work of the sponsor institution is completed, the agency of the China Securities Regulatory Commission where the issuer is located shall conduct counseling and acceptance.
Article 27 A recommendation institution shall sign a recommendation agreement with the issuer to clarify the rights and obligations of both parties, and determine the relevant expenses for performing the recommendation duties through consultation according to industry norms.
After the signing of the sponsorship agreement, the sponsor institution shall report to the dispatched office of China Securities Regulatory Commission where the issuer is located for the record within 5 working days.
Article 28 Before recommending the listing of an issuer's securities, a recommendation institution shall ensure that the issuer complies with laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission.
If the recommendation institution decides to recommend the issuer's securities issuance and listing, it may organize the preparation of application documents and issue recommendation documents according to the issuer's entrustment.
Article 29 If the issuer's application documents and securities offering documents contain professional opinions issued by securities service institutions and their signatories, the sponsor institution shall carefully check the information obtained in the due diligence process and make an independent judgment on the information provided by the issuer and the contents disclosed.
Where there is a significant difference between the judgment made by the recommendation institution and the professional opinion of the securities service institution, it shall investigate and review the relevant matters, and may employ other securities service institutions to provide professional services.
Article 30 For the contents of the issuer's application documents and securities offering documents that are not supported by the professional opinions of the securities service institution and its signatories, the sponsor institution shall obtain sufficient due diligence evidence, make an independent judgment on the information provided by the issuer and the contents disclosed on the basis of comprehensive analysis of various evidences, and have sufficient reasons to believe that the judgment made is not substantially different from the contents of the issuer's application documents and securities offering documents.
Article 31 When recommending an issuer to issue securities, a recommendation institution shall submit the issuance recommendation letter, the special authorization letter of the recommendation representative and other documents related to the recommendation business required by the China Securities Regulatory Commission to the China Securities Regulatory Commission. The issuance of the recommendation letter shall include the following contents:
(1) Explain item by item whether the issuance complies with the issuance conditions and procedures stipulated in the Company Law and the Securities Law;
(2) Explain item by item whether the issuance complies with the relevant provisions of the China Securities Regulatory Commission, and explain in detail the verification process and factual basis of each conclusion;
(3) The main risks existing in the issuer.
(4) Evaluation of the issuer's development prospects;
(5) A brief introduction to the internal audit procedures of the sponsor institution and its opinions on the core;
(six) the relationship between the sponsor and the issuer;
(7) Relevant commitments;
(eight) other matters required by the China Securities Regulatory Commission.
Article 32 When recommending the listing of an issuer's securities, a recommendation institution shall submit a listing recommendation letter and other documents related to the recommendation business required by the stock exchange to the stock exchange, and report them to the China Securities Regulatory Commission for the record. The listing recommendation letter shall include the following contents:
(a) itemize whether the listing of securities meets the listing conditions stipulated by the Company Law, the Securities Law and the stock exchange;
(two) the specific arrangements for the continuous supervision of the issuer's securities after listing;
(3) The relationship between the sponsor and the issuer;
(4) Relevant commitments;
(5) Other matters required by the China Securities Regulatory Commission or the stock exchange.
Article 33 A recommendation institution shall make commitments on the following matters in the issuance recommendation and listing recommendation:
(a) there are sufficient reasons to believe that the issuer abides by laws and regulations and the relevant provisions of the China Securities Regulatory Commission on the issuance and listing of securities;
(2) There are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the application documents and information disclosure materials of the issuer;
(3) There are sufficient reasons to believe that the basis for the issuer and its directors to express their opinions in the application documents and information disclosure materials is sufficient and reasonable;
(4) There are sufficient reasons to believe that there are no substantial differences between the application documents and information disclosure materials and the opinions expressed by the securities service institutions;
(five) to ensure that the designated sponsor representative and the relevant personnel of the sponsor institution are diligent and conscientious, and have conducted due diligence and careful verification on the application documents and information disclosure materials of the issuer;
(six) to ensure that there are no false records, misleading statements or major omissions in the recommendation letter and other documents related to the performance of the recommendation duties;
(seven) to ensure that the professional services provided to the issuer and the professional opinions issued comply with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and industry norms;
(eight) voluntarily accept the regulatory measures taken by the China Securities Regulatory Commission in accordance with these measures;
(nine) other matters stipulated by the China Securities Regulatory Commission.
Article 34 After submitting the issuance recommendation letter, the recommendation institution shall cooperate with the audit of the China Securities Regulatory Commission and undertake the following tasks:
(1) Organizing issuers and securities service institutions to reply to the opinions of the China Securities Regulatory Commission;
(two) according to the requirements of the China Securities Regulatory Commission, to conduct due diligence or verification on specific matters related to the issuance and listing of securities.
(3) Designate a sponsor representative to communicate professionally with the functional departments of the China Securities Regulatory Commission, and the sponsor representative will accept questions from members at the meeting of the issuance review committee;
(4) Other work as stipulated by the China Securities Regulatory Commission.
Article 35 A recommendation institution shall, according to the specific circumstances of the issuer, determine the contents of continuous supervision after the issuance and listing of securities, supervise the issuer to perform the obligations of listed companies such as standardized operation, keeping promises and information disclosure, review the information disclosure documents and other documents submitted to the China Securities Regulatory Commission and the stock exchange, and undertake the following tasks:
(1) Supervise the issuer to effectively implement and improve the system to prevent the controlling shareholder, actual controller and other related parties from illegally occupying the issuer's resources;
(2) Supervise the issuer to effectively implement and improve the internal control system, and prevent directors, supervisors and senior managers from taking advantage of their positions to harm the interests of the issuer;
(3) Supervise the issuer to effectively implement and improve the system to ensure the fairness and compliance of related party transactions, and express opinions on related party transactions;
(four) continue to pay attention to the issuer to raise funds for special account storage, investment project implementation and other commitments;
(five) continue to pay attention to the issuer to provide guarantees for others and other matters, and express their opinions;
(six) other work stipulated by the China Securities Regulatory Commission and the stock exchange and agreed in the sponsorship agreement.
Article 36 The continuous supervision period for the initial public offering of stocks listed on the main board is the remaining time of the year when the securities are listed and the next two complete accounting years; Where a company listed on the Main Board issues new shares or convertible corporate bonds, the continuous supervision period shall be the remaining time of the year when the securities are listed and 1 complete fiscal year thereafter.
For the initial public offering of shares listed on GEM, the continuous supervision period is the remaining time of the year when the securities are listed and the next three complete fiscal years; Where a GEM listed company issues new shares or convertible corporate bonds, the continuous supervision period shall be the remaining time of the year when the securities are listed and the next two complete fiscal years.
For the initial public offering of shares listed on the Growth Enterprise Market, during the continuous supervision period, the sponsor institution shall disclose the follow-up report on the website designated by the China Securities Regulatory Commission within 15 working days from the date of voluntary disclosure of the annual report and interim report, analyze the matters involved in Article 35 of these Measures and express independent opinions. If the information disclosed in the issuer's interim report involves major matters such as raising funds, related party transactions, entrusted wealth management, providing guarantees for others, the sponsor institution shall conduct analysis within 65,438+00 working days from the date of disclosure of the interim report, and publish independent opinions on the website designated by the China Securities Regulatory Commission.
The continuous supervision period shall be calculated from the date of listing of securities.
Article 37 Upon the expiration of the continuous supervision period, if there is any unfinished recommendation work, the recommendation institution shall continue to complete it.
If the sponsor fails to perform his duties diligently, his responsibilities shall not be exempted or terminated due to the expiration of the continuous supervision period.
Chapter IV Sponsorship Business Rules
Article 38 A recommendation institution shall establish and improve the internal control system for recommendation work, ensure that the person in charge of the recommendation business, the core person in charge, the person in charge of the recommendation business department, the recommendation representative, the project co-organizer and other relevant personnel of the recommendation business are diligent and conscientious, strictly control risks, and improve the overall quality of the recommendation business.
Article 39 A recommendation institution shall establish and improve a due diligence system, a counseling system, an internal verification system for the application documents for issuance and listing, and a continuous supervision system for the issuer's securities after listing.
Article 40 A recommendation institution shall establish and improve a continuous training system for recommendation representatives and other relevant personnel of recommendation business.
Article 41 A recommendation institution shall establish and improve a working paper system and establish an independent recommendation working paper for each project.
The sponsor representative must establish a due diligence work log for each project for which he is specifically responsible, and file it as part of the sponsor working paper for future reference; The recommendation institution shall regularly check the due diligence work log.
The recommended working papers shall truly, accurately and completely reflect the whole process of recommendation, and the storage period shall be no less than 10 year.
Article 42 The person in charge of the sponsorship business and the core person in charge of the sponsorship institution shall be responsible for supervising the implementation of various systems of the sponsorship business and bear corresponding responsibilities.
Article 43 If the sponsor institution and its controlling shareholders, actual controllers and important related parties hold more than 7% of the issuer's shares, or if the issuer holds or controls more than 7% of the sponsor institution's shares, the sponsor institution shall perform the sponsorship duties together with 65,438+0 unrelated sponsors when recommending the issuer's securities for listing, with the unrelated sponsor as the first sponsor.
Article 44 Where the sponsorship agreement is terminated before the publication of the securities issuance documents, the sponsor institution and the issuer shall report to the China Securities Regulatory Commission within 5 working days from the date of termination, explaining the reasons.
Article 45 The sponsor institution and the issuer shall not terminate the sponsorship agreement after the announcement of the securities issuance documents and before the end of the continuous supervision, unless there are reasonable reasons. If the issuer employs other sponsors to re-apply for issuing securities and is disqualified by the China Securities Regulatory Commission, the sponsorship agreement shall be terminated.
Where the sponsorship agreement is terminated, the sponsor institution and the issuer shall report to the China Securities Regulatory Commission and the stock exchange within 5 working days from the date of termination, explaining the reasons.
Article 46 If the sponsor institution is disqualified during the continuous supervision, the issuer shall re-employ the sponsor institution within 65,438+0 months. If the sponsor institution is not re-employed within the time limit, the China Securities Regulatory Commission may designate a sponsor institution for it.
Article 47 A separately hired sponsor institution shall complete the continuous supervision work that the original sponsor institution has not completed.
Where a sponsor institution is hired because the original sponsor institution is disqualified, the continuous supervision time for the separately hired sponsor institution shall not be less than 65,438+0 complete accounting years.
The sponsor institution hired separately shall carry out the sponsorship work from the date of signing the sponsorship agreement and bear the corresponding responsibilities. If the original sponsor fails to perform its duties diligently, its responsibility shall not be exempted or terminated due to the replacement of the sponsor.
Article 48 A recommendation institution shall designate two recommendation representatives to be specifically responsible for the recommendation of the 65,438+0 issuer, issue a special power of attorney signed by the legal representative, and ensure the effective division of labor and cooperation of relevant departments and personnel of the recommendation institution. Sponsors can designate 1 project co-sponsors.
Article 49 After the issuance of securities, the sponsor institution shall not change the sponsor representative, but if the sponsor representative leaves his post or is disqualified, he shall change the sponsor representative.
Where a sponsor changes its sponsor representative, it shall notify the issuer and report to the China Securities Regulatory Commission and the stock exchange within 5 working days, explaining the reasons. If the original sponsor representative fails to perform his duties diligently during a specific sponsor period, his responsibilities shall not be exempted or terminated due to the replacement of the sponsor representative.
Article 50 The legal representative of the sponsor institution, the person in charge of the sponsorship business, the core person in charge, the sponsor representative and the project co-sponsor shall sign the issuance recommendation letter, and the legal representative and sponsor representative of the sponsor institution shall also sign the securities issuance and raising documents.
Article 51 A recommendation institution shall promptly inform the issuer of the opinions expressed when performing its recommendation duties, and keep them in the recommendation working papers. It may make a public statement in accordance with the provisions of these Measures and report to the China Securities Regulatory Commission or the stock exchange.
Article 52 After the continuous supervision, the sponsor institution shall submit a summary report of sponsorship to the China Securities Regulatory Commission and the stock exchange within 10 working days from the date when the annual report is announced by the voluntary pedestrians. The legal representative of the recommendation institution and the recommendation representative shall sign the recommendation summary report. The recommended summary report shall include the following contents:
(1) Basic information of the issuer;
(2) Overview of sponsorship work;
(3) Major events that occurred during the performance of the sponsorship duties and their handling;
(4) An explanation and evaluation of the issuer's cooperation with the recommendation work;
(5) Description and evaluation of the securities service institutions' participation in the work related to the issuance and listing of securities.
(6) Other matters required by the China Securities Regulatory Commission.
Article 53 Sponsor representatives and other sponsors are insiders of insider information, and shall abide by laws, administrative regulations and the provisions of the China Securities Regulatory Commission, and shall not use insider information to directly or indirectly seek illegitimate interests for the sponsor institution, himself or others.
Chapter V Coordination of Sponsorship Business
Article 54 A recommendation institution and its recommendation representative may exercise the following rights against the issuer when performing their recommendation duties:
(1) Require the issuer to report information in a timely manner in accordance with the provisions of these Measures and the ways agreed in the sponsorship agreement;
(2) Returning to the issuer regularly or irregularly to consult the materials required by the issuer to carry out the sponsorship work;
(3) Attend the shareholders' meeting, the board of directors and the board of supervisors of the issuer as nonvoting delegates;
(4) Examining the information disclosure documents of the issuer and other documents submitted to the China Securities Regulatory Commission and the stock exchange in advance;
(five) to check the relevant issues of the issuer concerned by the relevant departments, and hire relevant securities service institutions to cooperate when necessary;
(six) in accordance with the provisions of the China Securities Regulatory Commission and the stock exchange on information disclosure, make a public statement on the issuer's illegal matters;
(seven) other rights stipulated by the China Securities Regulatory Commission or agreed in the sponsorship agreement.
Article 55 Under any of the following circumstances, the issuer shall promptly notify or consult the sponsor institution and submit relevant documents to the sponsor institution:
(1) Altering commitments such as raised funds and investment projects;
(two) the occurrence of related transactions, providing guarantees for others and other matters;
(three) to fulfill the obligation of information disclosure or report relevant matters to the China Securities Regulatory Commission and the stock exchange;
(four) the occurrence of illegal acts or other major events;
(5) Other matters stipulated by the China Securities Regulatory Commission or agreed in the sponsorship agreement.
Article 56 Before the issuance of securities, if the issuer fails to cooperate with the recommendation institution to perform the recommendation duties, the recommendation institution shall express its reservation and explain it in the issuance recommendation letter; If the circumstances are serious, it shall not be sponsored, and if it has been sponsored, it shall be revoked.
Article 57 After the issuance of securities, if the sponsor institution has sufficient reasons to believe that the issuer may have illegal acts or other improper acts, it shall urge the issuer to make an explanation and make corrections within a time limit; If the circumstances are serious, it shall report to the China Securities Regulatory Commission and the stock exchange.
Article 58 A sponsor institution shall organize and coordinate the securities service institutions and their signatories to participate in the relevant work of securities issuance and listing.
If the securities service institutions such as accounting firms, law firms and asset appraisal institutions hired by the issuer have sufficient reasons to believe that their professional abilities are obviously flawed, the recommendation institution may suggest the issuer to replace them.
Article 59 If a recommendation institution has doubts about the professional opinions issued by a securities service institution and its signatories, it shall take the initiative to negotiate with the securities service institution and may require it to make explanations or provide evidence.
Article 60 If the recommendation institution has sufficient reasons to believe that the professional opinions issued by the securities service institution and its signatories may be illegal or improper, such as false records, misleading statements or major omissions, it shall express its opinions in time; If the circumstances are serious, it shall report to the China Securities Regulatory Commission and the stock exchange.
Article 61 A securities service institution and its signatory shall maintain professional independence, carefully examine and judge the questions or opinions raised by the sponsor institution, and express their opinions to the sponsor institution and issuer in a timely manner.
Chapter VI Regulatory Measures and Legal Liabilities
Article 62 The China Securities Regulatory Commission may conduct regular or irregular on-site inspections on the recommendation business of recommendation institutions and their recommendation representatives. The sponsor institution and its sponsor representative shall actively cooperate with the inspection, truthfully provide relevant materials, and shall not refuse, obstruct or evade the inspection, and shall not lie, conceal or destroy relevant evidence materials.
Article 63 The China Securities Regulatory Commission shall establish a credit supervision system for sponsors, and implement continuous and dynamic registration management for sponsors and sponsor representatives, and record their practice, illegal acts, other bad behaviors and regulatory measures adopted. , and these records can be published when necessary.
Article 64 The sponsor institution and its sponsor representative shall bear corresponding responsibilities from the date when the sponsor institution submits the sponsor documents to the China Securities Regulatory Commission.
Article 65 If there are false records, misleading statements or major omissions in the application documents for the qualification of a sponsor institution, the China Securities Regulatory Commission shall not approve them; If it has been approved, its qualification as a sponsor institution shall be revoked.
The China Securities Regulatory Commission shall not approve the application documents for the qualification of the sponsor representative if there are false records, misleading statements or major omissions; If it has been approved, its sponsor representative qualification shall be revoked. For the sponsor institution that submitted the application documents, within 6 months from the date of revocation, the China Securities Regulatory Commission will no longer accept the application for the qualification of sponsor representative recommended by the sponsor institution.
Article 66 Where a sponsor institution, sponsor representative, person in charge of sponsorship business or core person in charge violates these Measures and fails to perform relevant obligations honestly, faithfully and diligently, the China Securities Regulatory Commission shall order it to make corrections, and take regulatory measures such as regulatory talks, focusing on it, ordering it to carry out business studies, issuing warning letters, ordering it to make public explanations, and identifying it as an inappropriate candidate; Should be given administrative punishment according to law, shall be punished in accordance with the relevant provisions; If the circumstances are serious and suspected of committing a crime, they shall be transferred to judicial organs according to law and investigated for criminal responsibility.
Article 67 Under any of the following circumstances, the China Securities Regulatory Commission shall suspend its sponsor qualification for three months from the date of confirmation; If the circumstances are serious, the sponsor's qualification shall be suspended for 6 months, and the sponsor may be ordered to replace the person in charge of the sponsorship business and the core person in charge; If the circumstances are particularly serious, its qualification as a sponsor institution shall be revoked:
(1) There are false records, misleading statements or major omissions in the sponsorship documents submitted to the China Securities Regulatory Commission and the stock exchange;
(2) The internal control system has not been effectively implemented;
(3) Failure to effectively implement the due diligence system, internal verification system, continuous supervision system and sponsorship working papers system;
(4) The recommendation documents contain false records, misleading statements or major omissions;
(5) instigating, assisting or participating in the provision of documents with false records, misleading statements or major omissions by issuers and securities service institutions;
(six) instigating, assisting or participating in the issuer's interference with the audit work of the China Securities Regulatory Commission and its issuance audit committee;
(seven) to seek illegitimate interests by engaging in sponsorship business;
(eight) other circumstances that seriously violate the obligations of honesty, trustworthiness and diligence.
Article 68 Under any of the following circumstances, the China Securities Regulatory Commission may, according to the seriousness of the case, refuse to accept the recommendation of the relevant sponsor representative within 3 months to 12 months from the date of confirmation; If the circumstances are particularly serious, the qualification of sponsor representative shall be revoked:
(1) The due diligence work log is missing, omitting or concealing important matters;
(two) did not complete or did not participate in the counseling work;
(three) did not participate in the continuous supervision work, or continuous supervision work is not diligent;
(4) Publicly condemned by the stock exchange and the China Securities Industry Association for the sponsorship business or the issuer responsible for the sponsorship work during the sponsorship period;
(five) instigating, assisting or participating in the issuer's interference with the audit work of the China Securities Regulatory Commission and its issuance audit committee;
(6) Other circumstances that seriously violate the obligations of honesty, trustworthiness and diligence.
Article 69 In any of the following circumstances, the China Securities Regulatory Commission shall revoke the qualification of sponsor representative; If the circumstances are serious, it shall be banned from the securities market:
(1) Signing documents related to sponsorship work to recommend the issuer's securities issuance and listing, but not participating in the due diligence work, or the due diligence work is incomplete and insufficient, which obviously does not conform to business rules and industry norms;
(2) Seeking illegitimate interests by engaging in sponsorship business;
(3) I and my spouse hold the issuer's shares;
(4) instigating, assisting or participating in the provision of documents with false records, misleading statements or major omissions by issuers and securities service institutions;
(5) There are false records, misleading statements or major omissions in the documents related to the sponsorship work prepared by the participating institutions.
Article 70 If a sponsor institution or sponsor representative is under investigation because of suspected violation of laws and regulations in the sponsorship business, the China Securities Regulatory Commission will not accept the recommendation of the sponsor institution for the time being; The specific recommendation of the relevant sponsor representative will not be accepted for the time being.
Article 71 Under any of the following circumstances, the China Securities Regulatory Commission shall suspend the sponsor institution qualification of the sponsor institution for three months from the date of confirmation, and revoke the sponsor representative qualification of the relevant personnel:
(1) There are false records, misleading statements or major omissions in the application documents such as securities issuance and offering documents;
(two) the public offering of securities is a loss in the year of listing;
(3) There are false records, misleading statements or major omissions in the information disclosure documents during the continuous supervision.
Article 72 In case of any of the following circumstances during the continuous supervision of the issuer, the China Securities Regulatory Commission may, according to the seriousness of the case, refuse to accept the recommendation of the relevant sponsor representative within 3 months to 12 months from the date of confirmation; If the circumstances are particularly serious, the qualification of the sponsor representative of the relevant personnel shall be revoked:
(a) the use of more than 50% of the accumulated funds raised in the year when the securities are listed is inconsistent with the commitment;
(2) The operating profit of the year when securities were publicly issued and listed on the main board decreased by more than 50% compared with the previous year;
(3) The controlling shareholder or actual controller changes within 12 months from the date of initial public offering;
(4) More than 50% of the accumulated assets or main business has been reorganized within 0/2 months from the date of initial public offering and listing;
(5) Within 65,438+02 months from the date of public offering of new shares and convertible corporate bonds, more than 50% of the assets or main business of the listed company have been reorganized, and they have not been disclosed in the securities issuance documents;
(six) the actual profit is lower than the profit forecast by more than 20%;
(7) Related party transaction obviously unfair or violation of procedures, involving a large amount;
(eight) the controlling shareholder, actual controller or other related parties illegally occupy the issuer's resources, involving a large amount;
(9) Providing guarantees for others in violation of regulations, involving a large amount;
(ten) illegal purchase or sale of assets, loans, entrusted asset management, etc. , involving a large amount;
(11) Directors, supervisors and senior managers are subject to administrative punishment or criminal responsibility for encroaching on the interests of the issuer;
(twelve) in violation of the relevant laws and regulations of the listed company's standardized operation and information disclosure, and the circumstances are serious;
(thirteen) other circumstances stipulated by the China Securities Regulatory Commission.
Article 73 If a sponsor representative is temporarily refused to accept the recommendation for which he is specifically responsible or his qualification as a sponsor representative is revoked, the person in charge of the sponsorship business and the core person in charge shall bear corresponding responsibilities, and the sponsor institution shall withdraw the recommendation for the project for which the sponsor representative is specifically responsible. If the circumstances are serious, the sponsor institution shall be ordered to rectify various sponsorship business systems within a time limit, and the sponsor institution shall be ordered to replace the person in charge of the sponsorship business and the core person in charge. If it still fails to meet the requirements within the time limit, its sponsor institution qualification shall be revoked.
Article 74 If a sponsor institution, the person-in-charge of the sponsorship business or the core person-in-charge is punished by the regulatory measures specified in Article 66 of these Measures for more than five times within 65,438+0 natural years, the China Securities Regulatory Commission may suspend the sponsor institution's qualification as a sponsor institution for three months and order the sponsor institution to replace the person-in-charge of the sponsorship business and the core person-in-charge.
If the sponsor representative is subject to the regulatory measures stipulated in Article 66 of these Measures for more than 2 times within 2 natural years, the China Securities Regulatory Commission may refuse to accept the recommendation of the relevant sponsor representative within 6 months.
Article 75 A sponsor institution and its sponsor representative defend the regulatory measures taken by the China Securities Regulatory Commission. If there is sufficient evidence to prove the following facts and the reasons are valid, the China Securities Regulatory Commission will adopt them:
(1) The issuer or its directors, supervisors and senior managers intentionally conceal major facts, and the recommendation institution and recommendation representative have fulfilled their due diligence obligations;
(2) The issuer has made special hints in the securities issuance and raising documents, and the sponsor institution and sponsor representative have fulfilled their due diligence obligations;
(3) the issuer's performance and the use of raised funds. Abnormal or unable to fulfill commitments due to force majeure;
(4) The issuer, its directors, supervisors and senior managers intentionally violate laws and regulations in the continuous supervision, and the recommendation institution and recommendation representative voluntarily disclose and have fulfilled their due diligence obligations;
(5) Other circumstances in which the sponsor institution and the sponsor representative have fulfilled their due diligence obligations.
Article 76 If an issuer, its directors, supervisors and senior managers violate the provisions of these Measures, fail to re-employ the sponsor after changing the sponsor institution, violate laws and regulations and refuse to correct them during the continuous supervision period, fail to notify the sponsor institution in time of major events, or have other serious acts of non-cooperation with the sponsor, the China Securities Regulatory Commission may order them to make corrections, make a public announcement, and take the following regulatory measures according to the seriousness of the case:
(1) Require the issuer to report to the China Securities Regulatory Commission on its acceptance of the supervision of the sponsor institution every month;
(2) Require the issuer to disclose the monthly financial report and relevant materials;
(3) Designate a securities service institution for verification;
(4) requiring the stock exchange to give special tips on the trading of the issuer's securities.
(5) Not accepting its application for issuing securities within 36 months.
(six) the directly responsible person in charge and other responsible personnel are identified as inappropriate candidates.
Article 77 Where a securities service institution and its signatory violate the provisions of these Measures, the China Securities Regulatory Commission shall order it to make corrections, and take regulatory measures such as regulatory talks, focusing on issues, issuing warning letters, ordering public explanations, and identifying relevant institutions and responsible persons as inappropriate candidates.
Article 78 If there are false records, misleading statements or major omissions in the professional opinions issued by securities service institutions and their signatories, or serious consequences are caused by their failure to cooperate with the recommendation work, the China Securities Regulatory Commission will no longer accept the documents within 6 to 36 months from the date of confirmation, and will publish the results.
Article 79 If an issuer, its directors, supervisors, senior managers, securities service institutions and its signatories violate laws and administrative regulations and should be subject to administrative punishment according to law, they shall be punished in accordance with relevant regulations; Anyone suspected of committing a crime shall be transferred to judicial organs according to law and investigated for criminal responsibility.