China Securities Regulatory Commission, Guidelines on Contents and Formats for Information Disclosure of Securities Offering Companies Guidelines (No.27): Offering Sponsorship Letters and Offering Sponsorship Work Reports

中国证券监督管理委员会发行证券的公司信息披露内容与格式准则第27号——发行保荐书和发行保荐工作报告

May 09, 2009 | BY

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Sponsors required to disclose principal risks of listed companies.

Clp Reference: 3700/09.03.27 Promulgated: 2009-03-27 Effective: 2009-04-01

Promulgated: March 27 2009
Effective: April 1 2009

Applicability: Sponsors engaged by companies limited by shares that apply for initial public offering of shares and the listing thereof, and listed companies that apply for subsequent offering or offering of convertible corporate bonds (Issuers) shall issue offering sponsorship letters and offering sponsorship work reports in accordance with the requirements of these Guidelines (Article 2).

Main Contents: Sponsors shall record in full details the main work process of their sponsoring work for the Issuer with due diligence; state in detail the Issuer's main issues as discovered in the course of their sponsoring work with due diligence, and the details of the resolution of the said issues; and fully disclose the principal risks faced by the Issuer in the offering sponsorship work reports (Article 5). Offering sponsorship work reports shall fully state and disclose any issues or risks that have a major impact on the investment decisions of investors, provide a detailed and complete analysis, and state the details of resolution of the main issues (Article 6).

Parts Two and Three cover the particulars that must be included in offering sponsorship letters and offering sponsorship work reports. An offering sponsorship letter shall include the basic details of the share offering, the undertakings of the sponsor, and the recommendation opinion on the share offering. An offering sponsorship work report shall include the workflow of the project, and the issues in the project and details on the resolution of such issues.

Related Legislation: PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31; and Measures for the Administration of Sponsorship of the Offering and Listing of Securities, Oct 17 2008

clp reference:3700/09.03.27(1)promulgated:2009-03-27effective:2009-04-01

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