On "Measures for the Administration of Listed Companies issued securities," the drafting instructions.

<P> On the "Administrative Measures for the issuance of securities of listed companies (draft)," the drafting instructions </ P> <P> to implement the State Council "to promote the capital market reform and stable development of a number of opinions" and then proposed to further improve .financing policy requirements, under the new revised "Law" and "Securities Law" the relevant provisions, with the current progress of the split share structure reform, a comprehensive summary of the CSRC prior to the refinancing of listed companies in China and with reference to the practice of securities outside the mature .market experience, based on the existing listed companies to issue securities on the relevant rules and regulations have been adjusted and improved, forming the "Administrative Measures for the issuance of securities of listed companies (draft)" (hereinafter referred to as "Regulations"). ."Management approach" to strengthen the market price of the stock issue restriction mechanism constraints and investors, highlighting the requirements of protecting the interests of public investors and broaden the financing of listed companies and financing of species, simplifying the review process the issuance of securities. .Is on the "management approach" the contents as follows: </ P> <P> First, strengthen public offering of securities market constraint mechanism </ P> <P> as split share structure reform of steady progress, the listed company's non-circulating .split shares and outstanding shares of the pattern is gradually resolved, and promote the common interests of two types of shareholders based on the formation of a new mechanism has begun to play a role. .In response, the original share-trading environment based on the development of the financial indicators as the main regulatory and administrative means of refinancing rules have been difficult to adapt to current market conditions. .Strengthen market discipline mechanism around this focus, "management approach" to public offerings of stock and convertible corporate bonds conditions were adjusted accordingly and improved. .</ P> <P> (a) determine the issue price of the principle requirements appropriately reduce the financial index </ P> <P> additional shares in publicly listed companies, requiring the issue price of not less than 20 days notice prior to the company prospectus .stock price or the previous trading day average price. .In issuing convertible bonds, the conversion price is subject to the provisions of amendments to attend the general meeting 2 / 3 vote by vote, and the amended conversion price shall not be less than 20 trading days before the general meeting of shareholders held the stock price and the former .average price of a trading day. .This policy adjustment is mainly bound additional discount of listed companies in the past, turn down the share price correction continue infinitely diluted the interests of the public investors, existing shareholders of the company to protect the interests of small shareholders in particular. .Under the principle issue in the market, the success of the company issuing shares, not just simply look at the past results of operations, but also on investors in the company's overall situation and future development of the recognition. .Issue price of the principle of distribution will increase the difficulty of the issuer to increase the lead underwriter of the underwriting pressure, but also to strengthen investor behavior refinancing of listed companies to provide a strong guarantee constraints. .On this basis, "management approach" appropriate to reduce the required financial index of listed companies, will return the current requirements in net assets from 10% to 6%. .Strengthening market discipline through the implementation mechanism and the relaxation of the main financial indicators of the tightness with the policy of mandatory requirements, not only for the true development potential, can stand the market test of the company bigger and stronger capital markets provide an opportunity, but also to effectively prevent .large number of companies herd the case of public issuance of securities </ P> <P> (b) issue placement into failure mechanisms </ P> <P> in the allotment, the allotment is to take into account the old shareholders of the company to raise funds, the old .voluntary contribution to support development of the company shareholders act does not involve the interests of other investors in the financial indicators should not make excessive demands on the issue price is not suitable for hard and fast rules. ."Procedures" to cancel the allotment before the 3-year average return on equity rate of 6% limit, only require the last 3 consecutive years. .At the same time, in order to effectively curb the major shareholders vote in favor of giving up rights issue but in the case of subscription, and give up the rights issue to prevent the majority shareholders of the Company by the Underwriters underwriting the case of a large proportion of low-cost, "management approach" requires the prior controlling shareholders .identified with the number of commitments, so as to other minority shareholders to provide the necessary investment decisions based on judgments. .In addition, the "management approach", allotment to adopt a new "Securities Act" means the provisions of the consignment issue, and failed to introduce distribution system, which consignment deadline, the original number of shares subscribed by the shareholders failed to meet 70% of the number of proposed placement, the issuer .shall issue price plus interest on bank deposits of the same shareholder return has been subscribed. .By way of allotment in the case of consignment, even if the shareholders of the General Assembly adopted resolution placement may also purchase the minority shareholders do not participate in a rights issue which led to failure. .This new mechanism is conducive to promoting the implementation of allotment of listed companies in the rational decision-making, but also further strengthened the legal protection of minority shareholders. .</ P> <P> Second, the strict management to raise funds to encourage the return to shareholders </ P> <P> "management approach" to strengthen the existing issuers to ensure the independence of raising funds to strengthen management and to encourage such dividend payment to shareholders .requirements. .</ P> <P> First, the amount of funding still had certain restrictions. .If the size of the allotment is still no more than continuation of the existing issued share capital of the former 30% of the total requirement; under the new "Securities Act" provisions of the cumulative convertible bonds issued after the balance of net assets of not more than 80% to 40% .; additional financing is no longer limited scale at the same time, the use of funds and fund management requirements more stringent than the provisions of financial enterprises, all securities issued to raise funds not be used for trading securities, trust management, or invest with others by .to sell securities in the main business of the company; increased use of listed companies to raise funds supervision of listed companies to raise funds to build a special storage system, raising funds must be deposited in commercial banks, the board decided the special account. .</ P> <P> The second is to encourage listed companies to return capital to shareholders, requires public companies the last 3 years, in cash or in shares over the same period the cumulative distribution of the average profits of not less than 20% of profits available for distribution. .</ P> <P> Third, as a necessary condition for refinancing of existing public company corporate governance, integrity and financial and accounting no false record, no major violations of the requirements, be retained and improved. .</ P> <P> Third, the establishment of non-public issuance of shares of listed companies the system </ P> <P> under the new "Securities Act" provisions of Article 13, the establishment of specific objects listed companies to issue new shares of non-public system. .Non-listed companies to specific public offering investors, listed companies will not only help reduce the financial pressure on the market, but also conducive to attracting capital into the market outside the body, can also include the loss of all companies, including listed companies introduce new .strategic shareholder, to inject new high-quality assets, mergers and acquisitions and other new tools and channels, helping improve the quality of listed companies, and promoting the restructuring of listed companies..