关于首次公开发行股票试行询价制度若干问题的通知 

（中国证券监督管理委员会于2004年12月1日发布，自2005年1月1日起施行。）

（证监发行字［2004］162号）

各首次公开发行股票的公司、证券投资基金管理公司、证券公司、信托投资公司、财务公司、保险机构投资者及合格境外机构投资者（QFII）：

为保护投资者合法权益，加强市场约束，完善股票发行价格形成机制，现将首次公开发行股票试行询价制度的若干问题通知如下：

一、首次公开发行股票的公司（以下简称发行人）及其保荐机构应通过向询价对象询价的方式确定股票发行价格。

本通知所称询价对象是指符合中国证券监督管理委员会（以下简称中国证监会）规定条件的证券投资基金管理公司、证券公司、信托投资公司、财务公司、保险机构投资者和合格境外机构投资者（QFII），以及其他经中国证监会认可的机构投资者。

二、发行人及其保荐机构公告发行价格和发行市盈率时，每股收益应按发行前一年经会计师事务所审计的、扣除非经常性损益前后孰低的净利润除以发行后总股本计算。

提供盈利预测的发行人还应补充披露基于盈利预测的发行市盈率。每股收益按发行当年经会计师事务所审核的、扣除非经常性损益前后孰低的净利润预测数除以发行后总股本计算。

发行人还可同时披露市净率等反映发行人所在行业特点的发行价格指标。

三、发行申请经中国证监会核准后，发行人应公告招股意向书，开始进行推介和询价。询价分为初步询价和累计投标询价两个阶段。发行人及其保荐机构应通过初步询价确定发行价格区间，通过累计投标询价确定发行价格。

前述招股意向书除不含发行价格、筹资金额以外，其内容与格式应与招股说明书一致，并与招股说明书具有同等法律效力。发行人及其保荐机构应对招股意向书的真实性、准确性及完整性承担相应的法律责任。

保荐机构应在初步询价时向询价对象提供投资价值研究报告，研究报告应按本通知的规定制作。

四、发行人及其保荐机构应向不少于20家询价对象进行初步询价，并根据询价对象的报价结果确定发行价格区间及相应的市盈率区间。

询价对象应在综合研究发行人内在投资价值和市场状况的基础上独立报价，并将报价依据和报价结果同时提交给保荐机构。初步询价和报价均应以书面形式进行。

公开发行股数在4亿股（含4亿股）以上的，参与初步询价的询价对象应不少于50家。

五、发行价格区间确定后，发行人及其保荐机构应在发行价格区间内向询价对象进行累计投标询价，并应根据累计投标询价结果确定发行价格。符合本通知规定的所有询价对象均可参与累计投标询价。

发行价格区间、发行价格及相应的发行市盈率确定后，发行人及其保荐机构应将其分别报中国证监会备案并公告；发行价格确定依据应同时备案及公告。

六、发行人及其保荐机构应向参与累计投标询价的询价对象配售股票：公开发行数量在4亿股以下的，配售数量应不超过本次发行总量的20%；公开发行数量在4亿股以上（含4亿股）的，配售数量应不超过本次发行总量的50%。

经中国证监会同意，发行人及其保荐机构可以根据市场情况对上述比例进行调整。

七、累计投标询价完成后，发行价格以上的有效申购总量大于拟向询价对象配售的股份数量时，发行人及其保荐机构应对发行价格以上的全部有效申购进行同比例配售。配售比例为拟向询价对象配售的股份数量除以发行价格以上的有效申购总量。有效申购的标准应在发行公告中明确规定。

保荐机构应对询价对象的资格进行核查和确认，对不符合本通知及其他相关规定的投资者，不得配售股票。

八、累计投标询价及配售完成后，发行人及其保荐机构应刊登配售结果公告。配售结果公告至少应包括以下内容：

九、累计投标询价完成后，发行人及其保荐机构应将其余股票以相同价格按照发行公告规定的原则和程序向社会公众投资者公开发行。

十、询价对象应以其指定的自营账户或管理的投资产品账户分别独立参与累计投标询价和配售，并遵守账户管理的相关规定。单一指定证券账户的累计申购上限不得超过拟向询价对象配售的股份总量。

询价对象参与累计投标询价和配售应全额缴付申购资金，申购资金冻结期间产生的利息归询价对象所有。

十一、询价对象应承诺将参与累计投标询价获配的股票锁定3个月以上，锁定期自向社会公众投资者公开发行的股票上市之日起计算。

发行人股票挂牌上市的证券交易所及证券登记结算机构应对配售股份的锁定作出相应安排。

十二、保荐机构负责组织推介、询价和配售工作。保荐机构应聘请具有证券从业资格的会计师事务所对申购冻结资金进行验资，并出具验资报告；同时还应聘请律师事务所对询价和配售过程，包括但不限于配售对象、配售方式是否符合法律法规及本通知的规定等进行见证，并出具专项法律意见书。

十三、参与询价配售工作的保荐机构、会计师事务所、律师事务所及其相关工作人员应遵守法律法规和本通知的规定，诚实守信，勤勉尽责。询价对象的报价和申购行为应当遵循诚实信用原则，并遵守法律法规、基金合同或公司章程等的规定。

十四、承销协议和承销团协议可以在发行价格确定后签订，并报中国证监会备案。

股票发行结束后，发行人及其保荐机构应将推介、询价和配售等发行情况及其他中介机构意见报中国证监会备案。

十五、保荐机构制作的投资价值研究报告应对影响发行价格的因素进行全面、客观地分析，报告中所引用的资料必须真实、准确并注明来源。研究报告应至少包括以下内容：

十六、中国证监会依法对保荐机构、其他中介机构以及询价对象的行为进行监管。对违反相关法律法规和规章的保荐机构、其他中介机构、询价对象及其相关责任人员，将依法采取监管措施，进行行政处罚；涉嫌犯罪的，依法移送司法机关，追究其刑事责任：

十七、本通知自2005年1月1日起施行。《股票发行定价分析报告指引(试行)》（证监发[1999]8号）、《关于进一步完善股票发行方式的通知》（证监发行字［1999）94号）、《关于修改<关于进一步完善股票发行方式的通知>有关规定的通知》（证监发行字［2000）32号）和《法人配售发行方式指引》（证监发行字［2000）111号）同时废止。

Several Issues Concerning the Trial Implementation of Price Inquiry System for Initial Public Offering of Shares Circular

(Issued by the China Securities Regulatory Commission on 7 December 2004 and effective as of 1 January 2005.)

(Zheng Jian Fa Xing Zi [2004] No. 162)

To all companies that make an initial public offering, securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors and qualified foreign institutional investors (QFII):

In order to protect the lawful rights and interests of investors, strengthen market constraints and improve the mechanism for the formation of share issue price, we hereby issue the following circular on several issues concerning the trial implementation of price inquiry system for initial public offering of shares:

1. A company that makes initial public offering of shares (the Issuer) and its sponsor institution shall determine the issue price of the shares by means of price inquiry to inquiry targets.

For the purposes of this Circular, the term “inquiry targets” shall refer to securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors and qualified foreign institutional investors (QFII) that meet the conditions stipulated by the China Securities Regulatory Commission (CSRC), and other institutional investors recognized by the CSRC.

2. When an Issuer and its sponsor institution announce the issue price and the issue price-earnings ratio, the earnings per share shall be calculated on the basis of the net profit before or after deduction of non-recurring profit and loss, whichever is lower, for the year prior to the issue as audited by an accounting firm divided by the total share capital following the issue.

Where the Issuer provides an earnings forecast, it shall also disclose supplementary information on the issue price-earnings ratio based on the earnings forecast. The earnings per share shall be calculated on the basis of the projected net profit before or after deduction of non-recurring profit and loss, whichever is lower, for the year of the issue as audited by an accounting firm divided by the total share capital following the issue.

The Issuer may at the same time disclose other issue price indicators such as price-to-book ratio that reflects the characteristics of the industry to which the Issuer belongs.

3. After an offering application has been verified and approved by the CSRC, the Issuer shall publish a letter of intent to offer shares and commence promotion and price inquiry. Price inquiry shall be divided into two stages, namely, preliminary price inquiry and book-building price inquiry. The Issuer and its sponsor institution shall determine the issue price range through the preliminary price inquiry and the issue price through the book-building price inquiry.

   The aforementioned letter of intent to offer shares shall be consistent with the prospectus in contents and format, with the exception that it may not include the issue price and the amount of capital to be raised, and shall have the same legal validity as the prospectus. The Issuer and its sponsor institution shall assume corresponding legal liability for the truthfulness, accuracy and completeness of the letter of intent to offer shares.

In the preliminary price inquiry, the sponsor institution shall provide the inquiry target with an investment value research report prepared in accordance with the provisions hereof.

4. The Issuer and its sponsor institution shall conduct the preliminary price inquiry with at least 20 inquiry targets, and shall determine the issue price range and its corresponding range of price-earnings ratio on the basis of the prices quoted by the inquiry targets.
    
   An inquiry target shall quote a price independently on the basis of a comprehensive research on the intrinsic investment value of the Issuer and the market conditions, and shall provide the basis for and result of the quotation to the sponsor institution at the same time. Both the preliminary price inquiry and the quotation shall be made in writing.

   If the number of shares to be offered to the public is 400 million or more, there shall be no less than 50 inquiry targets participating in the preliminary price inquiry.

5. After the issue price range has been determined, the Issuer and its sponsor institution shall conduct a book-building price inquiry within such range among the inquiry targets and determine the issue price on the basis of the results of the book-building price inquiry. All inquiry targets that meet the provisions hereof may participate in the book-building price inquiry.

   After the issue price range, issue price and corresponding issue price-earnings ratio have been determined, the Issuer and its sponsor institution shall file them separately with the CSRC and make an announcement thereof. The basis for determination of the issue price shall be filed for record and announced at the same time.

6. The Issuer and its sponsor institution shall offer shares in rights issue to the inquiry targets that participated in the book-building price inquiry. If the number of shares to be offered to the public is less than 400 million, the rights issue shall not exceed 20% of the total number of shares offered. If the number of shares to be offered to the public is 400 million or more, the rights issue shall not exceed 50% of the total number of shares offered.
    
   Subject to the approval of the CSRC, the Issuer and its sponsor institution may adjust the aforementioned percentage according to the market conditions.

7. After the book-building price inquiry has been completed, if the total amount of valid purchase above the issue price is greater than the total number of shares to be offered in rights issue to the inquiry targets, the Issuer and its sponsor institution shall offer shares in rights issue on a pro rata basis for all valid purchase above the issue price. The percentage of the rights issue shall be the number of shares to be offered in the rights issue to the inquiry targets divided by the total amount of valid purchase above the issue price. The criteria for valid purchase shall be expressly specified in the issue announcement.

   The sponsor institution shall verify and confirm the qualification of inquiry targets, and shall not offer shares in the rights issue to investors that do not comply with the provisions hereof and other relevant regulations.

8. After the book-building price inquiry and rights issue have been completed, the Issuer and its sponsor institution shall publish an announcement of the results of the rights issue. The announcement of the results of the rights issue shall include at least the following particulars:

1. particulars of the book-building price inquiry, including: the amount of valid purchase of all inquiry targets at different price levels, the accumulative amount of valid purchase above different price levels and the corresponding number of times over-subscribed; the total amount of purchase and the total amount of funds on hold;

2. the percentage of the rights issue and the number of times over-subscribed of the valid purchase above the issue price; and

3. the list of inquiry targets to whom shares are offered in the rights issue, the amount of shares offered and the amount of funds refunded.

9. After the book-building price inquiry has been completed, the Issuer and its sponsor institution shall offer the remaining shares to the public at the same price in accordance with the principles and procedure stipulated in the issue announcement.

10. Inquiry targets shall participate independently in the book-building price inquiry and rights issue separately under own-account designated by them or the investment product account managed by them, and shall comply with the relevant provisions on account management. The upper limit of accumulative number of shares purchased under a single designated securities account shall not exceed the total number of shares to be offered in the rights issue to inquiry targets.

Inquiry targets that participate in book-building price inquiry and the rights issue shall pay the funds for purchase in full. The interests accrued from the purchase funds while such funds are on hold shall belong to the inquiry targets.

11. Inquiry targets shall undertake to lock the shares offered to them for participation in the book-building price inquiry for at least three months. The lockup period shall begin from the date on which the shares offered to public investors are listed.

The stock exchange on which the shares of the Issuer are listed and the securities registration and clearing institution shall make corresponding arrangement for the lockup of the shares offered in the rights issue.

12. The sponsor institution shall be responsible for organizing the promotion, price inquiry and rights issue work. The sponsor institution shall employ an accounting firm with securities business qualifications to carry out capital verification on the purchase funds on hold and issue a capital verification report; and shall, at the same time, employ a law firm to attest the price inquiry and rights issue processes, including but not limited to the compliance of the targets of the rights issue and the rights issue method with laws and regulations and the provisions hereof, and issue a special legal opinion.

13. The sponsor institution, accounting firm and law firm, and their relevant staff members that participate in the price inquiry and the rights issue work shall comply with laws and regulations and the provisions hereof, and act in good faith and with due diligence. The quotation and purchase of inquiry targets shall follow the principle of good faith, and comply with the provisions of laws and regulations and the fund contract or the company’s articles of association.

14. The underwriting agreement and underwriting syndicate agreement may be executed after the determination of the issue price, and shall be submitted to the CSRC for record filing.

    After the issue of shares has been completed, the Issuer and its sponsor institution shall submit the particulars of the issue such as the promotion, price inquiry and rights issue and the opinions of other intermediary institutions to the CSRC for record filing.

15. The investment value research report prepared by the sponsor institution shall comprehensively and objectively analyze the factors affecting the issue price, and the information cited in the report must be true, accurate and the source thereof must be indicated. The research report shall include at least the following contents:

1. the Issuer’s industry, its position in the industry and the effect of its industry position on the pricing;

2. the performance on the secondary market of the shares of the listed companies in the same industry as the Issuer and the impact of the general market trend on the pricing;

3. the impact of the Issuer’s business conditions and development potentials on the pricing;

4. the impact of the Issuer’s profitability and financial conditions on the pricing;

5. the impact of fund raising for investment projects of the Issuer on the pricing of the share;

6. a forecast of the range of trading price of the Issuer’s shares on the secondary market after listing; and

7. other factors that have a major impact on the pricing of the Issuer’s shares.

16. The CSRC shall regulate the acts of the sponsor institution, other intermediary institution and inquiry targets in accordance with the law. It shall, according to law, adopt regulatory measures against, and impose administrative penalty on, sponsor institutions, other intermediary institutions, inquiry targets and their relevant responsible personnel that violate the relevant laws, regulations and rules. If a criminal offence is suspected, the case shall be transferred to the judicial authority according to law, and criminal liability shall be pursued:

1. if the sponsor institution underwrites shares that are issued without approval or divulge the information of share issue in advance, it shall be subject to penalty in accordance with Articles 176 and 183 of the Securities Law;

2. if the Issuer discloses an earnings forecast but its actual earnings are less than 80% of the earnings forecast, the CSRC shall not accept any project recommended by the relevant sponsor representative in the following three months in accordance with Article 67 of the Sponsor System for Issuing and Listing of Securities Tentative Procedures (CSRC Order No. 18, hereafter, the “Sponsor Procedures”);

3. if the sponsor institution and sponsor representative have other malpractice in the course of the price inquiry and rights issue, the CSRC shall adopt regulatory measures including verbal reminder, focused concern, order of rectification and recognition of unsuitability for the relevant position against them in accordance with Articles 57 and 73 of the Sponsor Procedures;

4. if the accounting firm and the law firm violate laws and regulations in the course of the price inquiry and rights issue, the CSRC shall impose penalty on, or adopt corresponding regulatory measures against, them in accordance with Article 202 of the Securities Law and Article 72 of the Sponsor Procedures; and

5. if an inquiry target fails to follow the principle of good faith in the course of price quotation, share purchase and rights issue or if it no longer fulfils the relevant criteria, it shall be removed from the list of inquiry targets.