上海证券交易所证券上市审核暂行规定（英文）

Circular of Shanghai Stock Exchange on Promulgating the Interim Provisions on the Examination of Securities Listing in Shanghai Stock ExchangeIn order to regulate the examination of the listing of securities, suspension of listing and termination of listing, this Exchange has formulated the Interim Provisions on the Examination of Securities Listing in Shanghai Stock Exchange, which are hereby promulgated and shall come into force as of the day of promulgation.Shanghai Stock ExchangeJune 12, 2006Interim Provisions on the Examination of Securities Listing in Shanghai Stock ExchangeChapter I General ProvisionsArticle 1 The present Provisions are formulated according to the Rule of Shanghai Stock Exchange for Stock Listing (hereinafter referred to as the Rule for Stock Listing), Rule of Shanghai Stock Exchange for the Listing of Enterprise Bonds (hereinafter referred to as the Rule for Enterprise Bonds Listing) as well as other relevant rules for the purpose of regulating the examination of securities listing in Shanghai Stock Exchange (hereinafter referred to as this Exchange), protecting the legitimate rights and interests of investors and maintaining the order of the securities market.Article 2 The examination on the following matters shall be governed by the present Provisions. In the absence of the relevant provisions in the present Provisions on any matter concerned, it shall be governed by the Rule for Stock Listing, the Rule for Enterprise Bond Listing as well as other relevant provisions:(1)The initial public offering of stocks, enterprise bonds and corporate bonds listing;(2)The re-listing of any stocks, enterprise bonds, corporate bonds and convertible corporate bonds whose listing has been suspended;(3)The suspension or termination of listing of any stocks, enterprise bonds, corporate bonds and convertible corporate bonds; and(4)Any other listing of securities, suspension of listing, recovery of listing and termination of listing that this Exchange shall handle.Article 3 The Listing Committee as established by this Exchange shall conduct examination on the matters as prescribed in the preceding paragraph. This Exchange shall make a decision on examination according to the examination opinions as produced by the Listing Committee.Where the listing Committee conducts examination, it may carry it out in such forms as examination meeting, direct voting through communications or any other form.Article 4 The members of the Listing Committee shall independently perform their functions and duties in their own names and shall not be interfered by any entity or individual.Chapter II Listing Committee Article 5 The members of the Listing Committee shall be singled out by this Exchange from those qualified experts in such specialties as accounting, law and related fields as well as qualified professionals in any other organizations, which shall be publicized to the general public.Article 6 The term of office of the members of the Listing Committee is 2 years and can be resumed upon expiration.This Exchange may, according to the real situation, adjust the term of tenure as well as the number of tenures of the members of the Listing Committee.Article 7 A member of the Listing Committee shall meet the following requirements:(1)Having a good knowledge of the relevant laws and administrative regulations on and state policies for securities;(2)Having a good knowledge of securities operations as well as the operating rules of this Exchange;(3)Having good creditworthiness within his sector and having no record of being given any criminal or administrative punishment or any disciplinary sanction by any self-regulatory organization;(4)Upholding the relevant principles, being honest and clean and strictly observing the law; and(5)Satisfying any other requirement as set by this Exchange.Article 8 A member of the Listing Committee shall observe the following provisions when performing his functions and duties:(1)Showing due diligence and accountability and prudently examining the relevant materials in an all-round way;(2)Taking part in the examination according to the relevant requirements, independently airing his opinions and exercising his right of voting according to the requirements of the relevant laws, administrative regulations as well as the Rules of this Exchange;(3)Not accepting any present from any entity or individual relating to the examined items and not secretly contacting any of the aforesaid entities or individuals;(4)Keeping confidential all state secrets and commercial secrets of the related entities as accessible in the performance of his duties and functions and not divulging any information on the meeting to the general public;(5)Not seeking any interest for himself or any other person by taking advantage of the non-public information obtained in the performance of his duties and functions; and(6)Meeting other requirement as set by this Exchange.Article 9 Where a member of the Listing Committee is under any of the following circumstances, this Exchange shall dismiss him:(1)Failing to meet the requirements as prescribed by Article 7 of the present Provisions;(2)Violating the provisions of Article 8 of the present Provisions with serious circumstances;(3)Failing to take part in the examination for 2 times or more within his term of office;(4)Offering to resign upon his own request; or(5)Under any other circumstance as prescribed by this Exchange.Article 10 An examination shall be attended by 7 members as singled out by this Exchange from the Listing Committee, among whom the actual participants shall be no less than 5 and there shall be at least a lawyer and an accountant as well.Article 11 Where a member that has been singled out by this Exchange to attend an examination has any direct or indirect interest relationship with the relevant applicant or examined matter, thereby affecting the impartial performance of his functions and duties, he shall apply for withdrawal in a timely manner.Article 12 A working group of the Listing Committee (hereinafter referred to as the working group) shall be established within the company department as well as bond funds department of this Exchange, which shall handle the following affairs:(1)Accepting the IPO application materials;(2)Confirming whether the selected members can attend the examination;(3)Delivering the examination materials to the relevant members;(4)Attending the examination meeting and formulating the meeting minutes;(5)Producing Decisions on Examination and serving them on the relevant applicants; and(6)Handling any other matter as required by the Listing Committee.Chapter III Procedures for ExaminationArticle 13 Where an issuer files an application for listing or re-listing according to the provisions of items (1) and (2) of Article 2 of the present Provisions, he shall, according to such provisions as the Rule for Stock Listing and the Rule for Enterprise Bonds Listing, submit the relevant materials to this Exchange.Article 14 In the case of any suspension or termination of listing to the securities as listed in this Exchange, the relevant business departments of this Exchange shall put forward a suggestion on disposal, submit it to the Listing Committee and notify the issuer concerned as well.Article 15 Where an issuer believes that any member of the Listing Committee has any direct interest relation in the examined matter concerned regarding IPO or re-listing and thus is not suitable to attend an examination, it shall, at the same time of submitting its application materials, file a written application for withdrawal and give an explanation as well.Where an issuer believes that any member of the Listing Committee who has been publicized by this Exchange to the general public has any direct interest relation in the examined matter concerned regarding the suspension of listing or termination of listing and thus is not suitable for attending an examination, it shall, within 3 days as of the day of notification as prescribed by Article 14 of the present Provisions, file a written application for withdrawal to this Exchange and give an explanation as well.Whether the relevant members shall withdraw, it shall be determined by this Exchange after examination.Article 16 The working group shall, before making an examination, deliver the relevant materials to the members that attend the examination.Article 17 Where any member who has been designated to attend an examination finds out that he shall withdraw or fails to attend the examination for any special reason, he shall notify the working group before the examination is carried out, submit a written application and give an explanation thereon. This Exchange shall, upon verification, make relevant adjustment of the members who shall attend the examination.Article 18 Where the Listing Committee holds a meeting for examination, the meeting shall be presided over by the convener as designated by this Exchange from the members that attend the examination. An examination meeting shall be held according to the following procedures:(1)Where the number of members that attend the examination meeting reach the prescribed headcount, the members shall fill out the due statements on whether they have any contact with the relevant applicant beforehand or whether they should withdraw, which shall be delivered to the working group for verification before the convener announces the commencement of the meeting and takes charge of the presidency thereof;(2)The convener organizes the members to voice their views on the examined items one by one;(3)The convener summarizes the major examination opinions of the members so as to formulate the examination opinions from the examination meeting;(4)The members confirm the transcripts of the examination meeting as well as the records of examination opinions and affix their signature thereto;(5)The members cast votes; and(6)The working group supervises the voting and summarizes the result thereof;(7)The convener announces the result of voting; and(8)The members sign their names on the voting results of the examination meeting.Article 19 Where any member that attends an examination believes it necessary, he may request this Exchange to notify the relevant applicant to be interrogated or may request this Exchange employ the relevant professional institutions or experts to air their special opinions thereon.Article 20 The Listing Commission shall conduct examination on the examined items in a one-off manner. Where any big issue is yet to be verified or under any circumstance where any member may be seriously affected in making a correct judgment, the voting for the relevant examined items may, upon the consent of more than half of the members, be suspended for one time.Article 21 The voting of examined items shall be subject to open ballot. Each member who attends an examination has one vote. An examination resolution will not become valid until it is agreed to by 2/3 members or more who attend the examination.Article 22 This Exchange shall, within the term as prescribed by the Rule for Stock Listing and the Rule for Enterprise Bonds Listing, make a decision on the examined matters as prescribed by the provisions of Article 2 of the present Provisions. In particular, the time for an issuer to submit the relevant supplementary documents according to the requirements of this Excha