The term "public offering of new shares by listed companies" as mentioned in these Measures refers to the allotment of shares by the original shareholders (hereinafter referred to as "allotment") and the public offering of shares (hereinafter referred to as "issuance"). Article 3 When a listed company issues the new shares listed in the preceding article, it shall subscribe in cash, with the same shares at the same price. Article 4 Except for financial listed companies, the funds raised by listed companies in issuing new shares shall not be invested in commercial banks, securities companies and other financial institutions. Article 5 When a listed company applies for issuing new shares, a securities company with the qualification of lead underwriter shall be the issuer and lead underwriter. Article 6 China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") shall supervise and administer the initial public offering of shares of listed companies according to law. Article 7 The specific administrative measures for listed companies to apply for issuing new shares by other means shall be formulated separately. Chapter II Conditions and Precautions for Issuing New Shares Article 8 A listed company applying for issuing new shares shall meet the conditions stipulated in the Company Law and the Securities Law. Article 9 To apply for issuing new shares, a listed company shall also meet the following specific conditions:
(1) It has a sound corporate governance structure and is separated from the legal person or other organization and other affiliated enterprises that have actual control over it in terms of personnel, assets and finance, so as to ensure the personnel and financial independence and asset integrity of the listed company;
(2) The articles of association of the company comply with the provisions of the Company Law and the Guidelines for the Articles of Association of Listed Companies;
(3) The notice, convening method, voting method and resolution of the shareholders' meeting are in compliance with the Company Law and relevant regulations;
(4) The use of the funds raised by this new share issue conforms to the provisions of the national industrial policy;
(5) In principle, the amount of funds raised by this initial public offering shall not exceed the amount of funds required for the proposed investment project approved by the company's general meeting of shareholders;
(6) There is no situation that funds and assets are occupied by individuals, legal persons or other organizations with actual control rights and their affiliates, or other major related transactions that harm the interests of the company;
(seven) the company has a major purchase or sale of assets, it shall comply with the relevant provisions of the China Securities Regulatory Commission;
(eight) other requirements stipulated by the China Securities Regulatory Commission. Article 10 The China Securities Regulatory Commission shall not approve the issuance application of a listed company under any of the following circumstances:
(a) there have been major violations of laws and regulations in the last 3 years;
(2) changing the use of the raised funds listed in the prospectus without authorization, or without the approval of the shareholders' meeting;
(3) The financial and accounting documents of the company in the last three years contain false records, misleading statements or major omissions; There are false records, misleading statements or major omissions in the financial accounting information of the assets that entered the company at the time of reorganization and the financial accounting information after reorganization;
(4) The prospectus contains false records, misleading statements or major omissions;
(5) The act of providing guarantee for the debts of shareholders, their subsidiaries or individuals;
(six) other circumstances identified by the China Securities Regulatory Commission. Article 11 A securities company acting as the lead underwriter shall pay attention to the following matters and explain them in the due diligence report:
(1) Whether there are related transactions that have a significant impact on the company's operating ability and income;
(2) Compared with other companies in the same industry, the company's accounts receivable turnover rate, inventory turnover rate and other important financial indicators are abnormal, which may have significant risks;
(3) The net increase of the company's cash flow is negative, and the net cash flow generated by operating activities is negative, which may lead to payment difficulties;
(4) The implementation progress of raised funds in the company is inconsistent with the commitments made in the original prospectus, and the investment of raised funds changes frequently, and the use effect does not reach the level disclosed by the company;
(5) The financing plan issued by the company this time does not match the capital demand and implementation cycle of the investment project with raised funds, and the investment project lacks sufficient demonstration;
(six) after the completion of the previous issuance of listed companies, the benefits have decreased significantly; Or the profit realization number does not reach 80% of the profit forecast;
(seven) the company has not paid dividends in the last three years, and the board of directors has not given a reasonable explanation for the reasons for not paying dividends;
(8) The company lacks sound accounting policies;
(9) A large number of company funds are idle, and the deposit of funds lacks safe and effective control, or a large amount of funds are used for entrusted financial management;
(10) The company's asset-liability ratio is too low, and equity financing will lead to a more unreasonable financial structure of the company, or the company lacks a clear investment direction and may have excess funds;
(eleven) the company's contingent liabilities are huge and have great risks;
(12) The company has a major arbitration or lawsuit;
(13) There are major defects in the company's internal control system;
(14) The company may not have the ability of sustainable development, and there are significant uncertainties in its operation;
(15) The company was publicly criticized by the China Securities Regulatory Commission or publicly condemned by the stock exchange in recent 1 year for violating information disclosure regulations and failing to fulfill reporting obligations;
(XVI) The board of directors of the company fails to fulfill its commitment to all shareholders;
(XVII) The company failed to complete the rectification within a time limit according to the requirements of the rectification notice issued by the China Securities Regulatory Commission and its dispatched offices.