Guidelines for the Application of Regulatory Rules - Issuance No. 10
These guidelines are formulated in order to further refine the information disclosure requirements of the Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 57 - Prospectus, and to standardize the information disclosure behavior of issuers and the verification of intermediaries.
1. Information disclosure requirements related to the issuer's basic information
The issuer shall, in accordance with the provisions of the Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 57 - Prospectus, and in light of the specific circumstances of the company, publish a statement to investors in a prominent position on the front page of the prospectus, stating the following:
(1) the purpose of the issuer's listing;
(2) the establishment and improvement of the issuer's modern enterprise system;
(3) the necessity of the issuer's financing and the plan for the use of the raised funds;
(4) The issuer's ability to continue operations and its future development plan.
The information disclosed by the issuer in accordance with the provisions of the preceding paragraph shall be true, accurate, complete, concise, clear and easy to understand, avoid formatting and templates, shall not use marketing and promotional terms, and shall be consistent with the information disclosed in the prospectus. The actual controller or chairman of the board of directors of the issuer shall sign the statement.
2. Information disclosure requirements for commitments related to declining performance
In accordance with Article 93 of the Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 57 - Prospectus, the controlling shareholder, actual controller and persons acting in concert with the issuer may undertake to extend the lock-up period of the shares held by the issuer in the event that the net profit attributable to the parent company of the issuer in the year of listing and the second and third years thereafter is more than 50% lower than that of the year before the listing after deducting non-recurring gains and losses. The above-mentioned commitments shall be disclosed in the appendix to the prospectus in the section "(7) Commitments related to investor protection", and investors should be reminded to pay attention to them in the "Reminder of Major Events". If the aforesaid entity makes a commitment to extend the share lock-up period, it shall objectively assess the internal and external development environment, R&D investment and related risks, and shall strictly abide by the commitment.
The form of the undertaking is set out in the annex to this guideline. Where the issuer discloses that it has no controlling shareholder or actual controller, the largest shareholder and its persons acting in concert shall be executed mutatis mutandis in accordance with the preceding paragraph.
3. Information disclosure requirements related to the post-listing dividend policy
In accordance with Article 80 of the Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 57 - Prospectus, the issuer shall disclose the dividend policy in the "Investor Protection" section of the prospectus, which shall include the following:
(1) The relevant provisions on profit distribution in the articles of association;
(2) The special research and demonstration of the board of directors on shareholder return matters and the corresponding reasons for planning and arrangement;
(3) Profit distribution plans such as cash dividends within three years after listing, the content of the plan, the basis and feasibility of formulation, and the use of undistributed profits in combination with its own operating conditions; If the cash dividend ratio is lower than the average dividend ratio in the three years before listing, the reasons shall be explained; Enterprises that are not profitable and have accumulated uncovered losses shall explain the specific plan to return investors in a timely manner after meeting the conditions for dividends in the future;
(4) The content of the company's long-term return plan, as well as the main considerations when formulating the plan.
The issuer should remind investors to pay attention to the company's profit distribution policy after issuance and listing, the minimum proportion of cash dividends (if any), the profit distribution plan and long-term return plan within three years after listing in the "Reminder of Major Events" section of the prospectus, and remind investors to refer to the specific content of the corresponding section of the prospectus in detail. The issuer may disclose the relevant commitment not to pay cash dividends during the review period in the appendix to the prospectus "(7) Undertakings related to investor protection".
The sponsor institution shall reflect the verification of the issuer's profit distribution policy in the issuance of the sponsorship letter, and express clear opinions on whether the issuer's profit distribution decision-making mechanism complies with the regulations, whether the issuer's profit distribution policy and future dividend plan focus on giving investors reasonable returns, and whether it is conducive to protecting the legitimate rights and interests of investors.
After listing, if the issuer is involved in adjusting the above-mentioned dividend policy, it shall fully explain the reasons and perform the decision-making procedures in accordance with the law.
4. Information disclosure requirements for unprofitable enterprises
If the issuer has not yet made a profit, it shall, in accordance with the relevant provisions of the Standards for the Content and Format of Information Disclosure of Companies Offering Securities to the Public No. 57 - Prospectus and Guidelines for the Application of Regulatory Rules - Issuance No. 5, disclose in detail the analysis of reasons, impact analysis, trend analysis, risk factors, investor protection measures and commitments, and carefully estimate and disclose forward-looking information such as the expected time to achieve profitability in combination with factors such as R&D progress and commercialization prospects, and explain the relevant basis and assumption basis. Sponsors and accountants should prudently verify and express their opinions on whether the unprofitable status affects the issuer's ability to continue operations.
5. Implementation time
These guidelines shall be implemented as of the date of promulgation. Issuers that have already filed and have not yet been listed should submit application documents that meet the requirements of this guideline when the prospectus is updated next time.
China Securities Regulatory Commission
May 15, 2024
annex
Letter of Undertaking (Format)
XXXX promises:
(1) If the net profit of the issuer in the year of listing falls by more than 50% compared with the year before listing, the lock-up period of the shares held by the issuer at that time shall be extended for XX months;
(2) If the net profit of the issuer in the second year of listing falls by more than 50% compared with the year before listing, the lock-up period of the shares held by the issuer at that time shall be extended for XX months on the basis of the preceding paragraph;
(3) If the net profit of the issuer in the third year of listing falls by more than 50% compared with the year before listing, the lock-up period of the shares held by the issuer at that time shall be extended for XX months on the basis of the first two items.
Illustrate:
1. The Pledgee may elect to make a commitment in respect of all or part of the year of listing and the second and third years thereafter.
2. "Net profit" refers to the net profit attributable to the parent after deducting non-recurring gains and losses.
3. "XX" can be an integer multiple of 6 or 6.
4. "Shares held at that time" refer to the shares acquired by the Pledgee before listing and still held by the Pledgee at the time of disclosure in the annual report of the year of listing and the second and third years thereafter.
附件：监管规则适用指引-发行类第10号起草说明.pdf（https://www.shui5.cn/d/file/p/2024/05-16/2f2424ba98cc632ec101e85196a808a8.pdf）