China Securities Regulatory Commission, Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No. 11: Prospectus for the Offer of New Shares by Listed Companies

Issued: April 10 2001
Effective: as of date of issue
Interpreting authority: China Securities Regulatory Commission
Applicability: These Guidelines apply to all companies that apply to offer new shares to the public. For the purposes of these Guidelines, "prospectus" includes the prospectus for the rights issue, letter of intent for an additional offering and the prospectus for the additional offering (Article 2).

Main contents: The 88 articles in these Guidelines set forth the minimum requirements for the format and contents of prospectuses. In terms of format, the Guidelines prescribe the layout of the cover page and title page, as well as the statements to be made by the issuer on the title page (Section One of Part Two). In terms of contents, the Guidelines require a prospectus to disclose in separate sections information concerning these subjects: general information on the offering; risk factors; general information on the issuer; business and technology; competition in the industry and inter-affiliate transactions; the directors, supervisors, and senior managers of the issuer; corporate governance structure; financial and accounting information; discussion and analysis by the management; earnings forecast; business development objectives; use of the proceeds from the last issue; dividend distribution policy; and statements of directors and relevant intermediaries (Part Two). According to the Guidelines, if a prospectus is translated into a foreign language, the Chinese version shall prevail in the case of discrepancy (Article 8).
Related legislation: PRC, Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p21; PRC, Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p31 and Administration of Offerings of New Shares by Listed Companies Procedures
Repealed legislation: China Securities Regulatory Commission, Issue of the Contents and Formats for Public Share Issuing Companies in Information Disclosure Guidelines (no.4): Contents and Format of Rights Issue Prospects Issue Prospectus> Circular, Mar 17 1999, CLP 1999 No.4 p6 and China Securities Regulatory Commission, Issue of the Contents and Format of Letter of Intents for Offering Shares to the Public (Trial Implementation) Circular, 2000