China Securities Regulatory Commission, Guidelines on Working Drafts for the Sponsorship of the Offering and Listing of Securities

中国证券监督管理委员会证券发行上市保荐业务工作底稿指引

May 09, 2009 | BY

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Working drafts for sponsor work must be kept for 10 years.

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

Promulgated: March 27 2009
Effective: April 1 2009

Applicability: The term “working draft” refers to all types of important materials and work records related to the sponsor work that are obtained and prepared by the sponsor and its sponsor representatives during the whole process of their sponsor work (Article 2).

All documents and information that have a major impact on the performance of the sponsorship duty by the sponsor and its sponsor representatives shall be retained as part of the working draft, regardless of whether there is clear stipulation in these Guidelines (Article 4).

Main Contents: A working draft shall include particulars such as:

(1) the memorandum and special opinion on the issuer and major or special matters related to the securities offering and listing issued by the sponsor and the securities service institutions such as the law firm, accounting firm and asset appraisal firm that prepare and issue relevant documents for the securities offering and listing and their signatories; and

(2) the records of interviews conducted by the sponsor, depending on the actual circumstances, with the clients, suppliers and account opening banks of the issuer; the industry and commerce, tax, land, environmental protection and customs authorities; departments in charge of the industry or industry associations; as well as the relevant personnel of other relevant organisations or departments (Article 6).

Where a subsidiary of the issuer has a major impact on the business operations or financial position of the issuer, the sponsor may prepare a separate working draft for the subsidiary based on the principles of materiality and rationality with reference to these Guidelines (Article 7). Working drafts shall be kept for at least 10 years (Article 12).

clp reference:3700/09.03.27(2)promulgated:2009-03-27effective:2009-04-01

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