Provisions on Issues Relevant to Regulatory Opinions for Initial Public Offerings of Shares and the Listing Thereof by Securities Companies

关于证券公司申请首次公开发行股票并上市监管意见书有关问题的规定

Before a securities company submits an application for an initial public offering of shares and the listing thereof, it shall submit relevant materials to the China Securities Regulatory Commission and apply for the issuance of a regulatory opinion.

Clp Reference: 3700/08.05.12 Promulgated: 2008-05-12 Effective: 2008-05-12

(Issued by the China Securities Regulatory Commission on, and effective as of, May 12 2008.)

(中国证券监督管理委员会于二零零八年五月十二日公告,自公告之日起施行。)

Announcement of the CSRC [2008] No.19

1. Before a securities company submits an application for an initial public offering of shares (IPO) and the listing thereof, it shall submit relevant materials to the China Securities Regulatory Commission (the CSRC) and apply for the issuance of a regulatory opinion. A regulatory opinion is one of the required documents when a securities company applies for an IPO and listing.

证监会公告 [2008] 19号

2. A securities company applying for a regulatory opinion shall submit materials describing the following matters, signed by the chairman of the board and the general manager and bearing the official stamp of the company, together with relevant supporting documentation.

(1) Basic Particulars of the Company

一、证券公司在提交首次公开发行股票(以下简称IPO)并上市申请前,应当向中国证监会提交有关材料,申请出具监管意见书。监管意见书是证券公司申请IPO上市的必备文件之一。

(i) Information on the historical changes in the company, changes in its registered capital as well as information on approvals.

(ii) The process resulting in the company's equity structure and information on approval or record filing procedures.

二、申请监管意见书的证券公司应当提交以下情况的说明材料,由公司董事长、总经理签字、加盖公司公章并附有关证明材料。

(iii) Information on the controlling shareholder and de facto controller.

(iv) Information on the service of the company's directors, supervisors and senior management personnel and changes in such personnel during the last three years.

(一)公司基本情况

(v) Information on the company's scope of business, branches, sub-branches and companies that it has an equity interest in or controls.

(vi) Whether any violations of laws or regulations or non-compliance exist in the foregoing.

1、公司历史沿革及历次注册资本变化及审批情况。

(2) Information on the Company's Financial Indicators and Risk Control Indicators

(i) The company's financial position during the last three years and most recent month.

2、公司股权结构形成过程及报批或报备情况。

(ii) Information on the company's revenues from brokerage, operations for own account, underwriting, asset management (targeted, pooled and focused, each to be described separately), etc. during the last three years.

(iii) A comparison of the company's net capital and other such risk control indicators for the most recent 18 months against the standards set therefor by the CSRC.

3、控股股东和实际控制人情况。

(iv) The audit opinion of an accounting firm on the company's financial reports, net capital calculation statements, risk capital reserve calculation statements and risk control indicator regulatory statements for the last three years.

(3) Information on the Compliant Operation of the Company

4、公司近三年董事、监事、高级管理人员任职及变化情况。

(i) Information on the observance of discipline and the law by the company's directors, supervisors and senior management personnel, including whether, during the most recent 36 months, they have been banned from the market, whether, during the most recent 36 months, they have had administrative penalties imposed by the CSRC, whether, during the most recent 12 months, they have been publicly censured by the stock exchange, whether, during the most recent 24 months, they have been declared persona non grata or had their qualifications for their positions or securities business qualifications revoked due to personal liability for a violation of a law or regulation by the company.

(ii) Information on the company's compliant operation during the last three years, including whether, during the most recent 36 months, criminal punishments or administrative penalties have been imposed, whether, during the most recent 12 months, the securities regulatory authority has imposed regulatory measures due to a serious violation of a law or regulation and whether a case has been opened against it and it is currently being investigated for a suspected violation of a law or regulation.

5、公司业务范围、分支机构及参、控股公司情况。

(iii) Information on legal actions in which the company has been or is involved.

(iv) Information on compliance by the company's securities personnel.

6、上述情况中是否存在违法违规情形或不规范情况。

(v) Information on the implementation by the company of basic systems (e.g. information on the establishment of a compliance management system, information on the code for accounts, information on the deposit of customer transaction and settlement funds with a third party, etc.)

(4) Information on Internal Controls

(二)公司财务指标及风险控制指标情况

(i) Information on the establishment of the company's internal control systems.

(ii) Information on the implementation of the company's internal control systems.

1、公司近三年及最近一月财务情况。

(iii) The overall assessment of the company's internal controls by an accounting firm.

(5) Information on Corporate Governance

2、公司近三年经纪、自营、承销、资产管理(定向、集合、专项分别说明)等各项业务收入情况。

(i) Whether title to the company's equity is clear, whether any disputes over title exist, and whether a third party has been appointed or an appointment from a third party has been accepted to hold or manage company equity.

(ii) Whether a major change in the company's equity structure or a change in its de facto controller has occurred during the most recent three years.

3、公司最近18个月净资本等风险控制指标与中国证监会规定标准的比较情况。

(iii) Whether the company's corporate governance structure is sound and whether the shareholders' meeting, board of directors and supervisory board are operating normally.

(6) Other matter requiring explanation (if any).

4、会计师事务所对公司近三年财务报告、净资本计算表、风险资本准备计算表、风险控制指标监管报表的审计意见。

3. A Company shall additionally provide other relevant materials in accordance with the CSRC's prudent regulation requirements.

4. The Circular on the Issuance of the Contents of, and the Issuance Procedures for, Regulatory Opinions for Public Offerings of Shares by Securities Companies (Zheng Jian Fa [2001] No.33) shall be repealed as of the date of issuance of these Provisions.

clp reference:3700/08.05.12prc reference:证监会公告 [2008] 19号promulgated:2008-05-12effective:2008-05-12

(三)公司合规经营情况

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