8-发行审核委员会办法(英文)

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Order of China Securities Regulatory Commission

(No. 31)

The Measures for the Issuance Examination Committee of China Securities Regulatory

Commission, which were deliberated and adopted at the 179th executive meeting of the chairmen

of China Securities Regulatory Commission on May 8, 2006, are hereby promulgated and shall

come into force as of May 9, 2006.

Chairman of China Securities Regulatory Commission Shang Fulin

May 9, 2006

Measures for the Issuance Examination Committee of China Securities Regulatory

Commission

Chapter I General Provisions

Article 1 The present Measures are formulated in accordance with the relevant provisions in the

Securities Law of the People’s Republic of China for the purpose of ensuring the implementation

of the principles of openness, fairness and impartiality in the stock issuance examination and

improving the quality and transparency of the stock issuance examination.

Article 2 The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”)

establishes the Issuance Examination Committee (hereinafter referred to as the “IEC”). The IEC

shall be governed by these Measures when it examines the applications of the issuers for stock

issuance as well as the applications for the issuance of convertible company bonds and other

securities as approved by the CSRC (hereinafter referred to as the applications for stock issuance).

Article 3 The IEC shall, in accordance with the Company Law of the People’s Republic of China,

the Securities Law of the People’s Republic of China and other laws and administrative

regulations as well as the provisions of the CSRC, carry out examination on the application

documents of the issuers for stock issuance and the preliminary examination reports of the

relevant functional departments of the CSRC.

The IEC shall vote on the applications for stock issuance by way of casting ballots, and bring

forward examination opinions.

The CSRC shall, according to the statutory conditions and procedures, make decisions on

approving or disapproving the applications for stock issuance.

Article 4 The IEC shall perform its functions through the work meeting of the IEC (hereinafter

referred to as the IEC meeting).

Article 5 The CSRC shall be responsible for the routine management of the affairs of the IEC as

well as the examination and supervision over the members of the IEC.

Chapter II Composition of the IEC

Article 6 The members of the IEC shall be composed of the professionals of the CSRC and the

relevant experts outside the CSRC, and shall be appointed by the CSRC.

The number of IEC members shall be 25, some of whom may be full-time staff members. In

particular, five IEC members shall come from the CSRC, and the other 20 members shall come from outside the CSRC.

The IEC shall have 5 conveners.

Article 7 The tenure of an IEC member shall be one year, and upon the expiration of the term, he

may be reappointed, but shall not serve for 3 terms at most.

Article 8 An IEC member shall meet the following requirements:

(1)Sticking to the principles, being impartial and clean, devoting to his duties and posts, and

strictly abiding by the laws, administrative regulations and rules;

(2)Being familiar with the securities and accounting business as well as the relevant laws,

administrative regulations and rules;

(3)Being proficient in the special knowledge of his profession, and enjoying a higher reputation in

his practicing field;

(4)Having no records of violation of any law or discipline; and

(5)Other requirements as regarded necessary by the CSRC.

Article 9 In case any IEC member is under any of the following circumstances, the CSRC shall

dismiss him:

(1)Violating any law, administrative regulation, rule or discipline regarding the work of issuance

examination;

(2)Failing to fulfill his due diligence in accordance with the relevant provisions of the CSRC;

(3)Filing an application for resignation by himself;

(4)Failing to attend the IEC meetings without reason for twice or more; or

(5)Other circumstances under which the CSRC thinks he is unsuitable for assuming the post of

IEC members after examination.

Whether the tenure of an IEC member expires or not, he may be dismissed. And after an IEC

member has been dismissed, the CSRC shall elect and appoint a new IEC member in time.

Chapter III Responsibilities of the IEC

Article 10 The IEC shall, according to the relevant laws, administrative regulations and the

provisions of the CSRC, be obliged to examine whether the applications for stock issuance meet

the relevant requirements, examine the relevant materials and letters of opinions as issued by the