Securities companies, securities investment consulting institutions or other qualified financial consulting institutions (hereinafter referred to as financial consulting institutions) approved by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) may engage in financial consulting business of mergers and acquisitions of listed companies in accordance with the provisions of these Measures.
Without the approval of the China Securities Regulatory Commission, no unit or individual may engage in the financial consulting business of mergers and acquisitions of listed companies. Article 3 Financial advisers shall abide by laws, administrative regulations, provisions of the China Securities Regulatory Commission and industry norms, be honest and trustworthy, be diligent and conscientious, conduct due diligence on mergers and acquisitions of listed companies, check the application documents of customers, express professional opinions, and ensure that the opinions expressed are true, accurate and complete. Article 4 The client of a financial adviser shall bear corresponding responsibilities according to law, cooperate with the financial adviser in performing his duties, provide relevant documents and other necessary information to the financial adviser, and shall not refuse, conceal or make false reports.
When performing their duties, financial advisers cannot relieve or exempt customers, other professional institutions and their signatories from their responsibilities. Article 5 The China Securities Regulatory Commission shall, in accordance with the provisions of laws, administrative regulations and these Measures, manage the qualifications of financial advisers, and supervise and manage the practice of financial advisers and their signatories responsible for mergers and acquisitions (hereinafter referred to as financial adviser sponsors).
China Securities Industry Association conducts self-discipline management of financial advisers and their sponsors according to law. Chapter II Business License Article 6 A securities company engaging in the financial consultancy business of merger, acquisition and reorganization of listed companies shall meet the following conditions:
(1) The company's net capital complies with the provisions of the China Securities Regulatory Commission;
(2) Having a sound internal control mechanism and management system, and strictly implementing the risk control and internal isolation system;
(3) Establish a perfect due diligence system with good project risk assessment and core mechanism;
(4) The company's financial accounting information is true, accurate and complete;
(5) The controlling shareholder and actual controller of the company have a good reputation and have no record of major violations of laws and regulations in the last three years;
(6) There shall be not less than 5 financial advisers.
(seven) other conditions stipulated by the China Securities Regulatory Commission. Article 7 A securities investment consulting institution shall meet the following conditions when engaging in the financial consulting business of mergers and acquisitions of listed companies:
(1) Having obtained the qualification of securities investment consulting business approved by the China Securities Regulatory Commission;
(2) The paid-in registered capital and net assets are not less than 5 million yuan;
(3) Having a sound internal control mechanism and management system, and strictly implementing the risk control and internal isolation system;
(4) The company's financial accounting information is true, accurate and complete;
(5) The controlling shareholder and actual controller have not changed in the year before the company applied for the qualification to engage in the financial consulting business of mergers and acquisitions of listed companies, and the company has a good reputation, and has no record of major violations of laws and regulations in the last three years;
(6) Having more than two years' experience in financial consulting business of company merger and reorganization, and the annual income of financial consulting business in the last two years is not less than 6,543,800 yuan;
(7) There shall be no less than 20 persons with securities business qualifications, including no less than 65,438+00 persons with more than 3 years of securities business experience and no less than 5 financial advisers;
(eight) other conditions stipulated by the China Securities Regulatory Commission. Article 8 Other financial consulting institutions engaged in the financial consulting business of mergers and acquisitions of listed companies shall meet the following conditions in addition to items (2) to (4) and (7) of the preceding article:
(1) Having more than three years' experience in financial consulting business of company merger and reorganization, and the annual income of financial consulting business in the last three years is not less than 6,543.8+0,000 yuan;
(2) Directors and senior managers should be honest and trustworthy, have good conduct, be familiar with securities laws and administrative regulations, have more than 3 years of experience in the securities market or 5 years of experience in finance, and have the management ability required to perform their duties;
(3) The controlling shareholder and actual controller have a good reputation and have no record of major violations of laws and regulations in the last three years;
(4) Other conditions stipulated by the China Securities Regulatory Commission.
Asset appraisal institutions, accounting firms, law firms or related personnel engaged in financial consulting business of mergers and acquisitions of listed companies shall set up special institutions separately. Article 9 Under any of the following circumstances, securities companies, securities investment consulting institutions and other financial consulting institutions may not serve as financial consultants:
(1) Having a bad credit record in the last 24 months;
(two) in the last 24 months, it has been punished by the industry self-regulatory organization for violating the industry norms;
(3) Being punished for illegal business operation or being investigated for suspected illegal business operation in the last 36 months.