Referral system Sponsor system affiliation?

The so-called sponsor system is a kind of enterprise listing system, and the sponsor system is mainly used in Hong Kong and the United Kingdom.

The sponsor is a special trading member, which can not only carry out proprietary or ** business of property (share) trading, but also it is the counseling recommender of the equity traded on the platform of the firm, and enjoys the rights and interests of the counseling enterprise and the equity of the recommended enterprise to enter the platform of the firm.

Sponsor representatives, first, have more than 3 years of investment banking experience, and since January 1, 2002, at least served as the project leader of one domestic and foreign initial public offering**, listed company issuance of new shares or convertible bonds, a project should be identified only one project leader; Second, they have more than 5 years of investment banking experience, and have participated in at least two domestic and foreign initial public offerings**, and lead underwriting projects of new shares or convertible bonds issued by listed companies, and only two participants will be identified for a project, including one project leader; The third is to have more than 3 years of investment banking business experience, and currently serve as a company executive in charge of investment banking business, the head of the investment banking business department, the person in charge of the kernel or other relevant persons in charge of the investment banking business, and the number of such personnel recommended by each comprehensive ** company shall not exceed twice the number of recommended channels.

The sponsor system refers to the system in which an issuer applying for its issuance and listing must hire a sponsor who has obtained sponsorship qualifications in accordance with the law to issue a sponsor opinion for it and confirm that it meets the conditions for issuance and listing transactions. According to the provisions of Article 11 of the ** Law, if an issuer applies for a public offering of corporate bonds that can be converted into **, and adopts the underwriting method in accordance with the law, or publicly issues other corporate bonds that are subject to the sponsorship system as stipulated by laws and administrative regulations, it shall hire an institutional sponsor with sponsorship qualifications to guarantee the sponsor. The qualifications of sponsors and their management measures shall be prescribed by the ***** supervision and administration authority.

It should be clear that the application for the issuance of general corporate bonds does not need to hire a sponsor, because corporate bonds are different from the first ruler, and there is generally a guarantee when the issuer repays the principal and interest when due, and the interests of bondholders can be guaranteed, and there is no need to implement the sponsorship system; Second, if the public issuance of ** and convertible corporate bonds does not take the underwriting method according to law, there is no need to hire a sponsor. According to the provisions of the Company Law, the public offering of shares shall be underwritten by a company established in accordance with the law, and the issuance of shares to unspecified objects in combination with the provisions of the Law on the Public Development of the Tomb is a "public disclosure" to raise shares under the Company Law, so it is necessary to adopt an underwriting method and hire a sponsor.

For the case of issuing ** to a specific target with a total of more than 200 people, although it is a public offering, it does not belong to the "society" disclosure, because it involves a small number of people and does not involve the public interest, so there is no need to adopt an underwriting method, and there is no need to implement a sponsorship system. **Article 11 of the Law also stipulates that the sponsor shall abide by the business rules and industry rules, be honest and trustworthy, be diligent and conscientious, conduct prudent verification of the issuer's application documents and information disclosure materials, and supervise the issuer's standardized operation. If a sponsor issues a sponsorship letter with false records, misleading statements or material omissions, or fails to perform other statutory duties, such as failing to conduct due diligence and prudent verification of the issuer's application documents, it is a serious violation of the law and should bear corresponding legal liability.

The purpose of implementing the sponsor system is to carry out quality control of listed companies through sponsors, supervise their standardized operations, ensure that public offerings meet the statutory conditions, ensure the quality of listed companies, and protect the legitimate rights and interests of investors.

The sponsorship system is a way of issuance.

It is to recommend and counsel the issuer (company) issuance** by the sponsor or the sponsor (broker), and verify whether the information contained in the company's issuance documents is true, accurate and complete, so as to assist the issuer in establishing strict information disclosure.

system, under which the securities firm and its sponsor bear the responsibility for risk prevention.

The sponsor is the coordinator and leader of the entire complex listing process, providing professional financial advice to the company to be listed and helping it to handle all aspects of the listing. At the same time, it acts as a pre-listed company and an exchange.

The main channels of communication between the CSRC and the professional intermediaries ensure that the company is suitable for listing, that its material information has been fully and accurately disclosed in the prospectus documents, and that all directors of the company to be listed understand their responsibilities as directors of the listed company. Its functions also include designing the best sales strategy, organizing underwriting syndicates, etc.

More details on sponsors are as follows:

Sponsor

Sponsor, i.e. the listing of the company.

The referrer of a company wants to have A shares.

The sponsor's duty is to assist the listing applicant in the listing application, and is responsible for carefully reviewing and disclosing the applicant's relevant documents and assuming the corresponding responsibilities.

The sponsor shall perform the following duties during the effective sponsorship period:

1) Confirm that the listed company meets the requirements of the Exchange, and provide advice to the board of directors of the listed company on whether it continues to meet the conditions after the listed company is listed;

2) When the listed company applies for the first equity listing transaction, assist the listed company in handling the equity listing transaction, confirm that all the listing transaction declaration documents comply with these rules, and submit the "Listing Transaction Sponsorship" to the Exchange;

3) Counseling and supervising the directors, supervisors and senior managers of listed enterprises.

Understand and comply with the relevant laws, regulations and relevant provisions of the firm, and respond to the inquiries of the listed company and its directors, supervisors and senior managers about the rules of the firm in a timely and accurate manner;

4) Counsel and supervise the listed enterprises to fulfill their information disclosure obligations in accordance with the provisions of laws, regulations and these Rules, and promptly review and check the information disclosure documents to be announced by the listed enterprises and confirm them in writing;

5) Respond to the firm's inquiries in a timely manner;

6) Counsel and supervise the listed enterprises to fulfill the obligations to be performed in the equity listing transaction;

7) Assist listed enterprises in establishing and improving the governance structure of listed enterprises in accordance with laws, regulations and these rules. (8) ensure that there are sufficient and suitable personnel to specialize in sponsorship business;

9) Other responsibilities as provided for in this article.

Essentially similar to the listing recommender, commonly known as the sponsor in Hong Kong, the provisions on sponsors in the main board listing rules of the Stock Exchange are also similar to the provisions of the Shanghai Stock Exchange on listing recommenders, the main responsibility is to recommend eligible companies for listing, and the applicant's suitability for listing, the accuracy and completeness of the listing documents and the directors' awareness of their own responsibilities and obligations, etc., although the Stock Exchange recommends that the issuer maintain the sponsor's services to him for at least one year after listing, but the responsibility of the sponsor in principle follows the ** Termination of listing. After the launch of the Growth Enterprise Market (GEM) in Hong Kong, the sponsor regime has been expanded, and the sponsor's responsibilities have been extended to two years after the company's listing.

The sponsor system originated from the AIM (Alternative Investment Market) market in the UK, and was subsequently introduced into the NASDAQ market in the United States and the GEM market in Hong Kong. The establishment of the sponsor system stems from the high degree of information asymmetry and high risk characteristics in the secondary market, with the purpose of ensuring the quality of information disclosure of listed companies, enhancing the credit of listed companies, and ensuring the stable operation of the market.

The sponsor (brokerage) will recommend and counsel the issuer's issuance, and verify whether the information contained in the company's issuance documents is true, accurate and complete, assist the issuer in establishing a strict information disclosure system, assume risk prevention responsibilities, and continue to assist the issuer in establishing a standardized corporate governance structure within the specified time after the company's listing, urge the company to comply with the listing regulations, complete the commitments in the prospectus, and be jointly and severally liable for the information disclosure of the listed company.

According to the consultation paper, there are the following requirements for the qualifications of a GEM sponsor:

1) The sponsor must be a company with the qualification of **lead underwriter.

2) The company with the qualification of the lead underwriter automatically obtains the qualification of the sponsor of the start-up enterprise, and does not need to apply to the China Securities Regulatory Commission for qualification.

3) The applicant's lead underwriter must also act as a co-sponsor. There are the following requirements for the engagement of a sponsor:

1) When a company applies for listing on the GEM of the Exchange for the first time, it shall hire at least one sponsor.

2) When the company engages a sponsor, it shall sign an agreement with the sponsor. During the sponsorship period, if the sponsor is unable to perform its responsibilities, or the listed company requests to terminate the sponsorship agreement, the listed company and the sponsor shall promptly notify the firm and explain the reasons before terminating the sponsorship agreement.

3) When the sponsor loses the sponsor qualification recognized by the China Securities Regulatory Commission, the sponsor and the listed company shall terminate the original sponsorship agreement within five working days after the occurrence of the fact.

The sponsor system can effectively protect investors. The sponsor system increases the liability of the sponsor (compared with the recommender listed on the main board), and investors can still obtain the reviewed disclosure information for a period of time after the company's listing, objectively obtaining sufficient and true information, and reducing the risk of information disclosure. At the same time, the sponsor has the responsibility to assist the company to improve its corporate governance structure and transition to a listed company with standardized operation as soon as possible, which plays a role in stabilizing the market and reducing investors' investment risks to a certain extent.

According to the provisions of the consultation paper, the sponsor's responsibilities to itself must be implemented in concrete work.

2. The sponsor shall designate at least two business personnel with more than three years of experience in the industry to continue to engage in the sponsorship work of an enterprise. Sponsors should establish appropriate internal control systems to ensure that business personnel are diligent and conscientious. The sponsor shall establish a confidentiality system within the company to ensure the isolation of information between the departments engaged in the sponsor business and other departments.

3. **The company shall not accept the employment of the start-up company and engage in sponsorship work under the following circumstances:

1) **The company holds more than 7% of the shares of the start-up company, or is one of its top five shareholders;

2) The start-up company holds more than 7% of the shares of ** company, or one of its top five shareholders;

3) **The company has other significant relationships with the start-up company.

4. The sponsor shall establish a sponsor work file, which shall be retained for five years, calculated from the date of completion of the sponsor work, and the China Securities Regulatory Commission may access the sponsor work file at any time.

5. Before the public disclosure documents of the sponsor are made public in accordance with the law, the sponsor shall not disclose or disclose the content of the relevant documents. The sponsor shall not use the relevant information of the sponsor to directly or indirectly seek benefits for the company or others. If the sponsor and its business personnel have the sponsor to buy and sell the sponsor during the sponsor period, they shall report to the China Securities Regulatory Commission and the stock exchange within three days from the date of the transaction and submit an announcement.