(四)招股说明书;
(4) The prospectus;
(五)财务会计报告;
(5) The financial statements;
(六)代收股款银行的名称及地址;
(6) The name and address of the bank that receives the funds as generated from the public offer of stocks on the behalf of the company; and
(七)承销机构名称及有关的协议。
(7) The name of the underwriting institution as well as the relevant agreements.
In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well.
依照本法规定聘请保荐人的,还应当报送保荐人出具的发行保荐书。
(7) The name of the underwriting institution as well as the relevant agreements.
In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well.
第十五条 公司对公开发行股票所募集资金,必须按照招股说明书所列资金用途使用。
Article 15 The funds as raised through public offer of stocks as made by a company shall be used according to the purpose as prescribed in the prospectus.
Any alteration of the use of funds as prescribed in the prospectus shall be subject to a resolution of the general assembly of shareholders.
In case a company fails to correct any unlawful alteration of its use of funds or where any alteration of its use of funds fails to be adopted by the general assembly of shareholders, the relevant company may not make any IPO of stocks.
In the foregoing circumstance, a listed company may not make any non-public offer of stocks.
改变招股说明书所列资金用途,必须经股东大会作出决议。
Article 15 The funds as raised through public offer of stocks as made by a company shall be used according to the purpose as prescribed in the prospectus.
Any alteration of the use of funds as prescribed in the prospectus shall be subject to a resolution of the general assembly of shareholders.
In case a company fails to correct any unlawful alteration of its use of funds or where any alteration of its use of funds fails to be adopted by the general assembly of shareholders, the relevant company may not make any IPO of stocks.
In the foregoing circumstance, a listed company may not make any non-public offer of stocks.
擅自改变用途而未作纠正的,或者未经股东大会认可的,不得公开发行新股。
Article 15 The funds as raised through public offer of stocks as made by a company shall be used according to the purpose as prescribed in the prospectus.
Any alteration of the use of funds as prescribed in the prospectus shall be subject to a resolution of the general assembly of shareholders.
In case a company fails to correct any unlawful alteration of its use of funds or where any alteration of its use of funds fails to be adopted by the general assembly of shareholders, the relevant company may not make any IPO of stocks.
In the foregoing circumstance, a listed company may not make any non-public offer of stocks.
第十六条 公开发行公司债券,应当符合下列条件:
Article 16 A public issuance of corporate bonds shall satisfy the following requirements:
(一)股份有限公司的净资产不低于人民币三千万元,有限责任公司的净资产不低于人民币六千万元;
(1) The net asset of a stock-limited company being no less than RMB 30 million yuan and the net asset of a limited-liability company being no less than RMB 60 million yuan;
(二)累计债券余额不超过公司净资产的百分之四十;
(2) The accumulated bond balance constituting no more than 40 % of the net asset of a company;
(三)最近三年平均可分配利润足以支付公司债券一年的利息;
(3) The average distributable profits over the latest 3 years being sufficient to pay the 1-year interests of corporate bonds;
(四)筹集的资金投向符合国家产业政策;
(4) The investment of raised funds complying with the industrial policies of the state;
(五)债券的利率不超过国务院限定的利率水平;
(5) The yield rate of bonds not surpassing the level of interest rate as qualified by the State Council; and
(六)国务院规定的其他条件。
(6) Meeting any other requirements as prescribed by the State Council.
The funds as raised through public issuance of corporate bonds shall be used for the purpose as verified and may not be used for covering any deficit or non-production expenditure.
The public issuance of convertible corporate bonds as made by a listed company may not only meet the requirements as provided for in paragraph 1 herein but also meet the requirements of the present Law on public offer of stocks, and shall be reported to the securities regulatory authority under the State Council for examination and approval.
公开发行公司债券筹集的资金,必须用于核准的用途,不得用于弥补亏损和非生产性支出。
(6) Meeting any other requirements as prescribed by the State Council.
The funds as raised through public issuance of corporate bonds shall be used for the purpose as verified and may not be used for covering any deficit or non-production expenditure.
The public issuance of convertible corporate bonds as made by a listed company may not only meet the requirements as provided for in paragraph 1 herein but also meet the requirements of the present Law on public offer of stocks, and shall be reported to the securities regulatory authority under the State Council for examination and approval.
上市公司发行可转换为股票的公司债券,除应当符合第一款规定的条件外,还应当符合本法关于公开发行股票的条件,并报国务院证券监督管理机构核准。
(6) Meeting any other requirements as prescribed by the State Council.
The funds as raised through public issuance of corporate bonds shall be used for the purpose as verified and may not be used for covering any deficit or non-production expenditure.
The public issuance of convertible corporate bonds as made by a listed company may not only meet the requirements as provided for in paragraph 1 herein but also meet the requirements of the present Law on public offer of stocks, and shall be reported to the securities regulatory authority under the State Council for examination and approval.
第十七条 申请公开发行公司债券,应当向国务院授权的部门或者国务院证券监督管理机构报送下列文件:
Article 17 With regard to an application for public issuance of corporate bonds, the following documents shall be reported to the department as authorized by the State Council or the securities regulatory authority under the State Council:
(一)公司营业执照;
(1) The business license of the company;
(二)公司章程;
(2) The constitution of the company;
(三)公司债券募集办法;
(3) The procedures for issuing corporate bonds;
(五)国务院授权的部门或者国务院证券监督管理机构规定的其他文件。
(5) Any other document as prescribed by the department as authorized by the State Council or by the securities regulatory authority under the State Council.
In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well.
依照本法规定聘请保荐人的,还应当报送保荐人出具的发行保荐书。
(5) Any other document as prescribed by the department as authorized by the State Council or by the securities regulatory authority under the State Council.
In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well.
第十八条 有下列情形之一的,不得再次公开发行公司债券:
Article 18 In any of the following circumstances, no more public issuance of corporate bonds may be carried out: