What Is the Prospectus Directive?

The prospectus is a written notice on the issue of shares when the company publicly issues shares. The prospectus was drafted by the company's promoters or the preparatory committee for demutualization and sent to the government securities regulatory agency for review and approval. Its main contents include: Company status: company history, nature, company organization and personnel status, directors, managers, supervisors and sponsors list. The company's business plan is mainly the allocation of funds and the budget for income and expenditure and surplus. The company's business status and forecast, equipment situation, production and operation varieties, scope and methods, marketing analysis and forecast. The expert's review opinions on the company's business, technology and finance. Equity and stock issuance, equity formation, shareholding structure, changes in net worth in recent years, changes in stock market prices, dividend distribution, start and end dates of stock issuance, total and amount per share, types of shares and their participation limits, dividend distribution Measures, application procedures for purchase of shares, company stock underwriting or agency sales agency. The company's financial status, registered capital, balance sheet and profit and loss account after liquidation accounting, and accountant report at the end of the year. Company annual report in recent years. The company's articles of association and relevant regulations are attached. Attach important resolutions of the company's shareholders meeting. other matters. The prospectus is one of the necessary documents when issuing stocks, which needs to be reviewed and approved by the securities management agency, and is also an important reference for investors, especially public investors, to subscribe for the company's stocks. ^[1]

Prospectus

The prospectus has the legal effect after being approved by the relevant government departments. All acts of the company in issuing shares and subscribing to shares by promoters and the public must comply with the relevant provisions of the prospectus in addition to the relevant national regulations. Must bear the corresponding legal responsibilities.

1. Cover of prospectus;

2. Catalogue of prospectus;

3 Text of prospectus;

(1) Main information

(2) Interpretation

(3) Introduction

(4) Relevant parties selling new shares

(5) Risk factors and countermeasures

(6) Use of raised funds

(7) Dividend distribution policy

(8) Capital verification report

(9) Underwriting

(10) Situation of the issuer

(11) Excerpts from the articles of association of the issuer

(12) Directors, supervisors, senior managers and important staff

(13) Operating performance

(14) Share capital

(15) Debt

(16) Main fixed assets

(17) Financial and accounting information

(18) Asset Evaluation

(19) Profit forecast

(20) Company development planning

(21) Important contracts and major litigation matters

(22) Other important matters

(23) Signing opinions of members of the board of directors and members of the underwriting syndicate

4 Appendix to Prospectus;

5. Prospectus documents for inspection.

The statutory content of the prospectus is approved by the company.

Generally, the prospectus should be in written form and its format shall be determined by the promoters.

Prospectus by sponsor

Approval of prospectuses is generally carried out by government-authorized departments. China only allows Shenzhen and Shanghai

The cover of the prospectus should state the following:

(1) the name of the issuer and

(1) According to "

1. The prospectus summary is a statutory information disclosure document:

1. Any information that has a significant impact on investors' investment decisions should be disclosed;

2. Information that the issuer considers helpful to investors in making investment decisions, and issuers may add this content;

3 If some specific requirements of this standard are not applicable to the issuer, the issuer may make appropriate amendments according to the actual situation, and at the same time report to the CSRC in writing and explain it in the prospectus. If the issuer is established less than 3 years, it shall provide its operating results and other information from the date of establishment to the time when preparations for the public offering of shares are made.

If the issuer is established by the restructuring of the original enterprise and the restructuring is less than 3 years old, the issuer shall include the original enterprise situation when disclosing its historical situation in accordance with the requirements of this Code.

Issuers of domestically listed foreign shares should add information on Chinese economy, politics, and laws that help foreign investors understand the general situation in China, as well as other information that helps increase understanding of the issuer. Where necessary, issuers of domestically listed foreign shares shall also prepare foreign texts of the prospectus. The issuer shall guarantee the consistency of the contents of the two texts. In the event of ambiguous interpretation of the two texts, the Chinese text shall prevail.

Issuer not yet established

(1) The prospectus is valid for 6 months and is calculated from the date on which the prospectus is signed. The issuer must not use the expired prospectus to issue shares. If the issuer fails to issue shares within the validity period of the prospectus, it must revise the prospectus to supplement the latest accounting and other information. The revised and supplementary information must be approved by the underwriters, recommenders, and intermediaries (such as lawyers, certified public accountants, or asset appraisers) related to the information, and then submitted to the SFC for review before the issuer can do so. issued.

(2) The prospectus shall not publish the inscriptions of any individual, institution or enterprise, any words of congratulation, compliment or recommendation, and any advertising or publicity terms.

(3) The figures in the prospectus shall be Arabic numerals. The information on the currency amount in the prospectus shall refer to the RMB amount unless otherwise specified.

The appendix includes at least the following items:

(1)

The contents of the documents available for inspection include at least the following items:

(1) Registration documents established by the issuer;

(2) Documents approved by the competent authority and the stock exchange for listing;

(3) Underwriting agreement;

(4) The confirmation report of the state-owned asset management department on the valuation of asset certificates;

(5) other relevant materials of the issuer's reorganization;

(6) Important contracts;

(7) Other documents required by the CSRC. It should also indicate the reference period (not shorter than the issue period) and the place of inspection. These locations should be easily accessible by investment companies, such as those of issuers, underwriters, stock exchanges and the Securities and Exchange Commission.