Company Law Article 137 A Company issuing new shares shall meet the following conditions: (1)the previous issue of shares has been fully subscribed and at least one year have elapsed since that issue (2)the company has been continuously profitable for the last three years and is able to make dividend payments to its shareholders (3)there has been no false reporting in the company's financial and accounting documents during the last three years (4)the projected profit rate of the company equals or exceeds the rate of interest on bank deposits for the same term 第一百三十七条公司发行新股，必须具备下列条件： (一)前一次发行的股份已募足，并间隔一年以上： (二)公司在最近三年内连续盈利，并可向股东支付股利： (三)公司在最近三年内财务会计文件无虚假记载； (四)公司预期利润率可达同期银行存款利率。 slide 10
slide 10 Company Law Company Law Article 137 A Company issuing new shares shall meet the following conditions: (1) the previous issue of shares has been fully subscribed and at least one year have elapsed since that issue (2) the company has been continuously profitable for the last three years and is able to make dividend payments to its shareholders (3) there has been no false reporting in the company's financial and accounting documents during the last three years (4) the projected profit rate of the company equals or exceeds the rate of interest on bank deposits for the same term 第一百三十七条 公司发行新股，必须具备下列条件： （一）前一次发行的股份已募足，并间隔一年以上； （二）公司在最近三年内连续盈利，并可向股东支付股利； （三）公司在最近三年内财务会计文件无虚假记载； （四）公司预期利润率可达同期银行存款利率
Company Law Article 152 A Company limited by shares shall meet the following requirements before applying for its shares to be listed on a stock exchange: the securities administration departments of the State Council have approved the company's stock being issued to the public; the company's total share capital is not less than RMB 50 mln. the company has been in operation for over 3 years and has been profitable in each of the last 3 years;if an original SOE has been converted and the company established according to the law,or the company has been reorganized and established after the effective date of this Law with a large-or medium-sized SOE as its main promoter,the 3 year periods may be calculated continuously the number of shareholders each holding shares of a par value totaling at least RMB 1,000 is not less than one thousand;the company's shares already issued to the public account for over 25%of the company's total shares;if the company's total share capital exceeds RMB 400mln,company shares already issued to the public account for over 5%of the total shares during the last 3 years,the company has not committed any significant acts in violation of the aw and the company's financial statements have not contained any false statements slide 11
slide 11 Company Law Company Law Article 152 A Company limited by shares shall meet the following requirements before applying for its shares to be listed on a stock exchange: the securities administration departments of the State Council have approved the company's stock being issued to the public; the company's total share capital is not less than RMB 50 mln. the company has been in operation for over 3 years and has been profitable in each of the last 3 years; if an original SOE has been converted and the company established according to the law, or the company has been reorganized and established after the effective date of this Law with a large-or medium-sized SOE as its main promoter, the 3 year periods may be calculated continuously the number of shareholders each holding shares of a par value totaling at least RMB 1,000 is not less than one thousand; the company's shares already issued to the public account for over 25% of the company's total shares; if the company's total share capital exceeds RMB 400mln, company shares already issued to the public account for over 5% of the total shares during the last 3 years, the company has not committed any significant acts in violation of the aw and the company's financial statements have not contained any false statements
Company Law 第一百五十二条 股份有限公司申请其股票上市必须符合下列条件： (一)股票经国务院证券管理部门批准已向社会公开发行： (二)公司股本总额不少于人民币五千万元： (三)开业时间在三年以上，最近三年连续盈利；原国有企业依 法改建而设立的，或者本法实施后新组建成立，其主要发起人为国 有大中型企业的，可连续计算； (四)持有股票面值达人民币一千元以上的股东人数不少于一千 人，向社会公开发行的股份达公司股份总数的百分之二十五以上： 公司股本总额超过人民币四亿元的，其向社会公开发行股份的比例 为百分之十五以上； (五)公司在最近三年内无重大违法行为，财务会计报告无虚假 记载： (六)国务院规定的其他条件。 slide 12
slide 12 Company Law Company Law 第一百五十二条 股份有限公司申请其股票上市必须符合下列条件： （一）股票经国务院证券管理部门批准已向社会公开发行； （二）公司股本总额不少于人民币五千万元； （三）开业时间在三年以上，最近三年连续盈利；原国有企业依 法改建而设立的，或者本法实施后新组建成立，其主要发起人为国 有大中型企业的，可连续计算； （四）持有股票面值达人民币一千元以上的股东人数不少于一千 人，向社会公开发行的股份达公司股份总数的百分之二十五以上； 公司股本总额超过人民币四亿元的，其向社会公开发行股份的比例 为百分之十五以上； （五）公司在最近三年内无重大违法行为，财务会计报告无虚假 记载； （六）国务院规定的其他条件
The Cash Offer There are two methods for issuing securities for cash: Firm Commitment -Best Efforts There are two methods for selecting an underwriter Competitive Negotiated slide 13
slide 13 The Cash Offer The Cash Offer There are two methods for issuing securities for cash: – Firm Commitment – Best Efforts There are two methods for selecting an underwriter – Competitive – Negotiated
Issuing Securities for Cash Firm commitment(现金发行包销) The investment bankers buys the securities for less than the offering price and accepts the risk of not being able to sell them. Best efforts(现金发行代销) The investment banker does not purchase the shares but it merely acts as an agent,receiving a commission for each share sold. slide 14
slide 14 Issuing Securities for Cash Issuing Securities for Cash Firm commitment (现金发行包销 ) The investment bankers buys the securities for less than the offering price and accepts the risk of not being able to sell them. Best efforts (现金发行代销 ) The investment banker does not purchase the shares but it merely acts as an agent, receiving a commission for each share sold