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  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. (来源:英语麦当劳-英语学习门户 http://www.EnglishCN.com)

  10. Inquiry targets shall participate independently 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 and law firm, and their relevant staff members that participate in the price inquiry and the rights issue work shall comply with laws and regulations and the provisions hereof, and act in good faith and with due diligence. The quotation and purchase of inquiry targets shall follow the principle of good faith, and comply with the provisions of laws and regulations and the fund contract or the company‘s articles of association.

  14. The underwriting agreement and underwriting syndicate agreement may be executed after the determination of the issue price, and shall be submitted to the CSRC for record filing.

  After the issue of shares has been completed, the Issuer and its sponsor institution shall submit the particulars of the issue such as the promotion, price inquiry and rights issue and the opinions of other intermediary institutions to the CSRC for record filing.

  15. The investment value research report prepared by the sponsor institution shall comprehensively and objectively analyze the factors affecting the issue price, and the information cited in the report must be true, accurate and the source thereof must be indicated. The research report shall include at least the following contents:

  (1) the Issuer‘s industry, its position in the industry and the effect of its industry position on the pricing;

  (2) the performance on the secondary market of the shares of the listed companies in the same industry as the Issuer and the impact of the general market trend on the pricing;

  (3) the impact of the Issuer‘s business conditions and development potentials on the pricing;

  (4) the impact of the Issuer‘s profitability and financial conditions on the pricing;

  (5) the impact of fund raising for investment projects of the Issuer on the pricing of the share;

  (6) a forecast of the range of trading price of the Issuer‘s shares on the secondary market after listing; and

  (7) other factors that have a major impact on the pricing of the Issuer‘s shares.

  16. The CSRC shall regulate the acts of the sponsor institution, other intermediary institution and inquiry targets in accordance with the law. It shall, according to law, adopt regulatory measures against, and impose administrative penalty on, sponsor institutions, other intermediary institutions, inquiry targets and their relevant responsible personnel that violate the relevant laws, regulations and rules. If a criminal offence is suspected, the case shall be transferred to the judicial authority according to law, and criminal liability shall be pursued:

  (1) if the sponsor institution underwrites shares that are issued without approval or divulge the information of share issue in advance, it shall be subject to penalty in accordance with Articles 176 and 183 of the Securities Law;

  (2) if the Issuer discloses an earnings forecast but its actual earnings are less than 80% of the earnings forecast, the CSRC shall not accept any project recommended by the relevant sponsor representative in the following three months in accordance with Article 67 of the Sponsor System for Issuing and Listing of Securities Tentative Procedures (CSRC Order No. 18, hereafter, the “Sponsor Procedures”);

  (3) if the sponsor institution and sponsor representative have other malpractice in the course of the price inquiry and rights issue, the CSRC shall adopt regulatory measures including verbal reminder, focused concern, order of rectification and recognition of unsuitability for the relevant position against them in accordance with Articles 57 and 73 of the Sponsor Procedures;

  (4) if the accounting firm and the law firm violate laws and regulations in the course of the price inquiry and rights issue, the CSRC shall impose penalty on, or adopt corresponding regulatory measures against, them in accordance with Article 202 of the Securities Law and Article 72 of the Sponsor Procedures; and

  (5) if an inquiry target fails to follow the principle of good faith in the course of price quotation, share purchase and rights issue or if it no longer fulfils the relevant criteria, it shall be removed from the list of inquiry targets.

  17. This Circular shall be implemented as of 1 January 2005. The Share Issue Pricing Analysis Reporting Guidelines (Trial Implementation) (Zheng Jian Fa [1999] No. 8), the Further Improving Methods of Issuing Shares Circular (Zheng Jian Fa Xing Zi [1999] No. 94), the Amending the Provisions of the Circular (Zheng Jian Fa Xing Zi [2000] No. 32) and the Offering Method for Placements with Legal Persons Guidelines (Zheng Jian Fa Xing Zi [2000] No. 111) shall be repealed simultaneously.

 
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