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Special Qualification Examination: Sponsor Representative's Competency Examination Syllabus (2018)-Securities Practitioners-233Online school

Release Time:2021-07-20 Topic:Securities trading procedures and rules Reading:8 Navigation:Stock Liao information > Comprehensive > Special Qualification Examination: Sponsor Representative's Competency Examination Syllabus (2018)-Securities Practitioners-233Online school phone-reading

On June 19, 2018, the Securities Association of China issued the "Sponsor Representative Competency Examination Outline (2018)".

In order to adapt to the development of investment banking business and further improve the competency test of sponsor representatives, the Sponsor Representatives Competency Examination Outline (2018) has been formulated by the Association, which is hereby released and will be implemented from the date of release . The original "Sponsor Representative Competency Examination Syllabus (2014)" shall be repealed at the same time.

Chapter One Sponsorship Business Supervision

Section One Qualification Management

To master the conditions and procedures for the registration and change of registration of sponsors and sponsor representatives; Requirements for the qualifications of sponsors and sponsor representatives.

Section 2 Main Responsibilities

Familiar with the main content of the securities issuance and listing sponsorship system; master the responsibilities of sponsors and sponsor representatives during the due diligence recommendation period; master the sponsors and sponsors The responsibilities that the representative should perform during the continuous supervision period.

Section III Working Procedures

Grasp the relevant systems and systems that sponsors need to establish to carry out the sponsoring work; be familiar with the related sponsors involved in the sponsoring work, the replacement of sponsors, the recommendation of sponsor representatives, and Replacement requirements; master the basic requirements for continuous supervision and sponsorship, matters that should be concerned, independent opinions that should be issued, and specific requirements for on-site verification; master the signature requirements and confidentiality obligations of documents related to sponsorship obligations.

Grasp the rights of sponsors and sponsor representatives when they assume sponsorship responsibilities; be familiar with the specific requirements of sponsoring business coordination.

Section 4 Practice Standards

Grasp the legal responsibilities of related parties in the sponsorship process; master the legal consequences, regulatory measures and legal responsibilities of violating the sponsorship system.

Section 5 Internal Control

Grasp the objectives and principles of internal control of the sponsoring business; grasp the specific requirements of the internal control organization system, division of responsibilities and system guarantee; grasp the project establishment, due diligence, Continuously supervise and supervise the internal control measures of various business links; be familiar with working procedures and methods such as quality control and kernel.

Chapter Two Financial Analysis

Section One Accounting

1. Basic accounting theory and financial report

Master the basic assumptions of accounting , Accounting basis and quality requirements of accounting information; master the confirmation and measurement principles of accounting elements such as assets, liabilities, owner's equity, income, expenses, and profits.

Grasp the main composition and basic content of financial statements; master the relevant disclosure requirements of financial report notes; master the content and disclosure requirements of segment reports; master the impact of various situations on diluted earnings per share; master The main content of non-recurring gains and losses.

2. Recognition and measurement of accounting elements

Familiar with the definition and classification of financial instruments; familiar with the confirmation and measurement of financial asset impairment loss; familiar with the confirmation and measurement of financial asset transfer.

Master the confirmation and measurement of inventory.

Master the confirmation and measurement of long-term equity investment; grasp the judgment standards and accounting treatment of long-term equity investment impairment; familiar with the accounting treatment of joint operations; familiar with the disclosure in other equity entities.

Master the confirmation and measurement of fixed assets; be familiar with the judgment standards of fixed assets impairment; be familiar with the accounting treatment of fixed assets disposal.

Familiar with the confirmation and measurement of investment real estate.

Master the confirmation and measurement of intangible assets; grasp the division and measurement of the research phase and the development phase; be familiar with the confirmation and measurement of non-current assets held for sale, disposal groups and discontinued operations.

Master the scope of asset impairment standards; familiar with the signs and tests of asset impairment; master the basic methods of estimating the recoverable amount of assets; familiar with the accounting treatment of asset impairment.

Familiar with the accounting content of current liabilities such as short-term loans, bills payable, advance receipts, employee compensation, taxes payable, interest payable, dividends payable, and other payables; familiar with long-term loans, bonds payable, deferred Accounting content of non-current liabilities such as income and long-term payables.

Familiar with the confirmation and measurement of paid-in capital; familiar with the confirmation and measurement of capital reserve; familiar with the accounting content and accounting treatment of surplus reserve, other comprehensive income, other equity instruments, and undistributed profits.

Grasp the definition and classification of income; master various income recognition conditions and measurement methods; master the concepts and accounting contents of items such as costs and expenses; familiar with the accounting contents of non-operating income and expenditure; familiar with the concept of comprehensive income And accounting content.

3. Main accounting matters and processing

Grasp the concepts and characteristics of contingent matters; grasp the main content of contingent liabilities and contingent assets; grasp the confirmation and measurement of estimated liabilities.

Master the identification, confirmation and measurement of non-monetary asset exchange; be familiar with the accounting treatment of non-monetary asset exchange.

Grasp the definition and main methods of debt restructuring; be familiar with the accounting treatment of various debt restructuring methods.

Master the main types of share-based payment instruments; master the confirmation and measurement of share-based payments; be familiar with the accounting treatment of share-based payments at various points in time.

Master the classification of leases; be familiar with the accounting treatment of operating leases and financial leases.

Grasp the definition, main forms and classification of government subsidies; be familiar with the accounting treatment of government subsidies; master the disclosures of related parties.

Familiar with the accounting treatment of borrowing costs.

Grasp the taxation basis and temporary differences of assets and liabilities; be familiar with the confirmation and measurement of current income tax, deferred income tax, and income tax expense.

Grasp the content of accounting policies and their changes; master the application and accounting treatment of the retrospective adjustment method and the future application method; master the content of accounting estimates and their changes; master the content of previous accounting errors and previous accounting errors Corrected accounting treatment.

Grasp the contents of the balance sheet date and related accounting treatments.

Grasp the concept, method and type of business combination; master the specific application of control standards and determine the scope of consolidation of consolidated financial statements; be familiar with the method of preparing consolidated statements.

Master the basic requirements of fair value measurement.

Familiar with the distinction between equity instruments and financial liabilities and related accounting treatments.

Familiar with foreign currency financial statement translation.

Section 2 Financial Analysis

Grasp basic financial ratio analysis; master the steps and methods of financial forecasting; be familiar with the calculation of growth rate and capital demand.

Grasp the method of enterprise value evaluation; master the classification of product cost; be familiar with the collection and distribution of product cost.

Grasp the content of the profit and loss equation in the cost-volume-profit analysis method; master the breakeven analysis; be familiar with the profit sensitivity analysis.

Section 3 Tax Law, Auditing, Internal Control and Evaluation

Familiar with the current tax law system and tax management system; master the taxpayers of value-added tax, consumption tax, corporate income tax, personal income tax, Relevant regulations on tax objects, tax rates, tax calculation basis and tax preferences; master the relevant regulations on taxation in corporate restructuring and restructuring.

Grasp the concept, procedures and information sources of risk assessment; be familiar with the risk assessment procedures of the audited unit and the environment, and the internal control of the audited unit.

Grasp the nature of audit evidence and the procedures for obtaining audit evidence; grasp the application of letter of evidence, supervision and analysis procedures.

Master the main business activities involved in the sales and collection cycle, the procurement and payment cycle, and the production and inventory cycle; be familiar with the substantive test procedures for the above-mentioned cycles; be familiar with the substantive test procedures for monetary funds.

Grasp the basic types of audit report content and opinions; master the format and content of the audit report of predictive financial information and the verification report of the previous report on the use of raised funds.

Grasp the definition, objectives, principles, and elements of internal control; grasp the specific content and implementation requirements of each element of internal control; grasp the format and content of internal control audit reports.

Grasp the basic methods and applicable conditions of asset evaluation.

Chapter 3 Equity Financing

Section 1 Initial Public Offering of Stocks

1. Conditions and Requirements

Master the "Company Law", "Securities Law", and "Administrative Measures for Initial Public Offering and Listing" , "Administrative Measures for Initial Public Offering and Listing on the Growth Enterprise Market" and other laws, regulations and departmental rules regarding the conditions and requirements for initial public offering and listing.

2. Due diligence

Grasp the basic standards of due diligence, diligence, honesty and trustworthiness of sponsors and sponsor representatives.

Grasp the purpose, general requirements, special requirements and specific requirements of due diligence work.

Master due diligence work on the issuer’s basic information, company’s business and technology, horizontal competition and related transactions, senior management, organizational structure and internal control, finance and accounting, and other documents disclosed in the prospectus Important matters are required for comprehensive verification.

Master the verification of prospectus.

Grasp the requirements for the preparation of working papers, the working paper catalog and the content that must be covered.

Master the requirements for due diligence work on corporate credit information.

III. Recommendation and application

Grasp the requirements and related work procedures for sponsors to recommend companies to the regulatory agencies for issuing and listing; master the requirements for law firms, accounting firms, and appraisal agencies at work And the requirements of relevant handling personnel.

Grasp the requirements and main contents of the main board and GEM issuance sponsorship letter and issuance sponsorship report.

Grasp the application documents and basic requirements for the initial public offering of shares on the Main Board and the Growth Enterprise Market.

Master the relevant requirements for the company’s growth and independent innovation capabilities for initial public offerings and listing on the ChiNext.

4. Approval procedures

Master the approval procedures for the initial public offering and listing of shares on the Main Board and the Growth Enterprise Market.

Master the stock issuance review system; be familiar with the composition, responsibilities and working procedures of the issuance review committee.

Grasp the specific requirements of the issuer's application documents submitted and pre-disclosed after suspension of review, resumption of review, termination of review, response to feedback, change of intermediary agencies, etc.; grasp the company that plans to issue securities after the issuance review meeting Relevant requirements for the supervision of volume closure and post-conference events.

Grasp the requirements and main contents of the listing conditions and listing sponsorship letter on the main board of the stock exchange and the Growth Enterprise Market.

Master the regulations on the stock restriction period.

V. Information Disclosure

Grasp the content and format of the prospectus (letter of intent) and abstract; master the preparation and disclosure requirements of the prospectus (letter of intent) and abstract; be familiar with special industry prospectus documents The main disclosure requirements.

Master the information disclosure requirements in the IPO and listing work; master the legal regulations, operating specifications and legal responsibilities of related parties for information disclosure; master the content and disclosure requirements of the stock listing announcements.

To master the information disclosure requirements and the preparation and disclosure requirements of the prospectus (letter of intent) in the work of initial public offerings and listing on the GEM; master the disclosure of the prospectus for listing on the GEM and the issuance announcement and investment Special requirements for information disclosure such as special risk announcements.

Section 2 issuance of new shares by listed companies

I. Conditions and requirements

Master the conditions, requirements and procedures for the public issuance of new shares by listed companies; Circumstances of public offering of stocks.

To grasp the conditions for non-public issuance of stocks by listed companies; to grasp the circumstances under which listed companies are not allowed to issue stocks non-publicly.

To master the special regulations for the issuance of securities by state-controlled listed companies.

Grasp the conditions, requirements and procedures for the issuance of preferred shares by listed companies; be familiar with the circumstances under which listed companies are not allowed to issue preferred shares.

Master the conditions, approval procedures and information disclosure requirements for the spin-off of listed companies for overseas listing.

2. Recommendation and application

To master the decision-making procedures and application procedures for the issuance of new shares of listed companies; master the content of due diligence of the sponsor before the issuance application.

Master the preparation requirements and basic content of application documents.

Master the application documents and review procedures for public offerings and non-public offerings of stocks by listed companies.

3. Issuance and listing procedures and information disclosure

Master the issuance methods of additional issuance and allotment; master the operational procedures of the listing of new stocks.

Master the information disclosure requirements before and after the issuance application and during the public issuance process; master the issuance and listing procedures of the non-public issuance and the information disclosure requirements before and after the issuance application.

Section 3 Unlisted Public Company SharesPublic transfer

Familiar with the functions of the national equity transfer system and relevant regulations of self-regulation; master the regulations and requirements of securities companies engaging in relevant business in the national equity transfer system; master the appropriate management of investors in the national equity transfer system Provisions.

Grasp the conditions, procedures and information disclosure requirements for non-listed public companies to be listed on the national equity transfer system; master the conditions, procedures and information disclosure requirements for listed companies to issue shares; be familiar with the issuance of preferred shares by non-listed public companies Conditions, procedures and information disclosure requirements; master the relevant regulations on the transfer of shares of listed companies; be familiar with the relevant regulations on information disclosure of listed companies.

Chapter IV Debt Financing

Section 1 Government Bonds

Master the issuance methods of my country's national bonds; master the issuance conditions of local government bonds.

Section 2 Financial Bonds

Master the issuance conditions, procedures and information disclosure requirements of securities company bonds, securities company subordinated bonds, and securities company short-term financing bonds.

Familiar with the general regulations on the issuance of financial bonds by financial institutions such as commercial banks and insurance companies.

Section 3 Corporate Bonds

1. Corporate Bonds

Master the corporate bond issuance method, issuance venue, issuance conditions and terms of design requirements; master the public issuance The procedures for the declaration and approval of the issuance of corporate bonds, and the content of the issuance application documents; master the procedures for the issuance and filing of non-public corporate bonds; master the listing conditions of corporate bonds, listing applications and approval procedures, listing transfer conditions, listing transfer applications and approval procedures; master Information disclosure and continuing obligations and credit risk management during the duration of corporate bonds; master the relevant regulations on the protection of the rights and interests of corporate bondholders; master the relevant regulations on the issuance, listing, trading and classified supervision of corporate bonds by the stock exchange; master the transactions The management principles for the suitability management of all investors.

2. Convertible corporate bonds

Master the issuance conditions, requirements and procedures of convertible corporate bonds; master the conversion of convertible corporate bonds, bond repayment, conversion price adjustment, Concepts such as conversion price revision, redemption and resale; master the design requirements of the issuance clauses of convertible corporate bonds.

Grasp the issuance application procedures and application document requirements of convertible corporate bonds; master the issuance approval procedures, issuance methods, procedures and general provisions of the The requirements for the listing of converted corporate bonds; master the information disclosure requirements before the issuance of convertible corporate bonds, the prospectus and summary, and the basic requirements for the disclosure of listing announcements; familiarize with the relevant requirements for the continuous information disclosure of the issuance of convertible corporate bonds.

3. Exchangeable corporate bonds

Master the issuance location, issuance methods, issuance conditions and requirements of exchangeable corporate bonds; master the listed companies that are ready for exchange among exchangeable corporate bonds The requirements for stocks; master the main terms of exchangeable corporate bonds; master the other requirements for the issuance of exchangeable corporate bonds by state-owned shareholders of listed companies.

Fourth, credit rating

Grasp the general provisions of the concept, elements, indicators, and standards of credit rating; be familiar with the credit rating process, credit rating methods, and relevant regulations on the release of credit rating results ; Familiar with the relevant regulations on the principles and arrangements for the disclosure of credit rating information during the bond duration.

Section 4 Corporate Bonds

I. Corporate Bonds

Master corporate bond issuance conditions, procedures and information disclosure requirements; master corporate bond issuance declaration and Approval requirements; master the contents of application documents for corporate bond issuance; be familiar with corporate bond listing conditions, listing applications and approvals; familiar with relevant regulations on the protection of corporate bond holders’ rights and interests.

2. Non-financial corporate debt financing instruments

Familiar with the issuer classification management, issuance mechanism, issuance conditions, issuance scale, capital use, and inquiry mechanism of non-financial corporate debt financing instruments , Credit rating, information disclosure, follow-up management, supervision and management, etc.

Section 5 Asset Securitization

Grasp the asset securitization issuance method, issuance venue and transaction structure design; master the relevant provisions of the asset securitization issuance filing; master the parties to the asset securitization Participants' conditions, responsibilities and other related content; master the relevant requirements for due diligence and information disclosure of asset securitization products.

Chapter 5 Priced Sales

Section 1 Stock Valuation

Master the investment value analysis and valuation methods of securities; master the cash flow method valuation model Comparable company method valuation model; master the determination of stock return and the calculation method of stock value.

Familiar with internal factors and external factors that affect the value of stock investment; familiar withKnow the relevant regulations of the country’s main industrial policies; be familiar with the elements and methods of the company’s basic analysis and financial analysis; be familiar with the requirements, content and format of the investment value analysis report.

Section 2 Bond Valuation

Grasp the calculation of bond value, bond yield calculation, and approximate calculation of bond transfer price; grasp the concept, type, and theory of bond interest rate term structure ; Familiar with internal and external factors that affect bond valuation and pricing.

Grasp the calculation of the investment value, conversion value and theoretical value of convertible corporate bonds; master the concepts and calculations of conversion parity, conversion premium, and conversion discount of convertible corporate bonds; master the conversion of convertible corporate bonds The calculation model of bond value part and stock option value part.

Section 3 Stock Issuance and Sale

Master the basic rules, issuance methods and operating procedures of stock issuance; master the relevant regulations of stock underwriting syndicates.

Master the basic rules and operating procedures of initial public offerings; master the inquiry, allotment, transfer of old stocks, callback mechanisms, roadshow recommendations, investor management, over-allotment options, etc. Content related regulations; familiar with the information disclosure requirements of initial public offerings.

Section 4 Bond Issuance and Sales

Master the basic rules, issuance methods and operating procedures of various bond issuances; master the relevant regulations of various bond underwriting syndicates; master the bookkeeping establishment The operating procedures and requirements of the file.

Grasp the key points, issuance methods and operation procedures of the issuance plan of convertible corporate bonds issued by listed companies; be familiar with the key points, issuance methods and operation procedures of the exchangeable corporate bonds.

Chapter VI Financial Consultants

Section One Business Supervision

Master the responsibilities and business procedures of financial consultants for mergers and acquisitions of listed companies; master the supervision of financial consulting services Management and legal responsibility.

Section 2 Acquisition of listed companies

Grasp the concept, form and basic business process of company acquisition; be familiar with the company's anti-acquisition strategy.

Grasp the concepts of acquirer, concerted action and concerted action, and control of listed companies in the acquisition of listed companies; master the relevant provisions of the disclosure of rights and interests in the acquisition of listed companies; master the concept and basic rules of tender offer And operating procedures; master the relevant provisions of the exemption of the obligation of tender offer; master the concept, basic rules and operating procedures of the agreement acquisition; master the rules of indirect acquisition.

Section 3 Major Asset Restructuring of Listed Companies

Grasp the principles and standards of major asset restructuring behaviors of listed companies; grasp the relevant situations of major asset restructuring of listed companies involving reorganization and listing, supporting financing, etc. Regulations.

To master the procedures for the implementation of major asset reorganizations of listed companies, information management requirements, and the legal responsibilities of insider trading; master the special regulations for the issuance of shares by listed companies to purchase assets; master the relevant regulations for refinancing after major asset reorganizations of listed companies ; Master the relevant regulations of the China Securities Regulatory Commission on the major asset restructuring issues and answers of listed companies.

Master the regulatory requirements and legal responsibilities of major asset reorganizations of listed companies; master the operating rules of the merger and reorganization committee of listed companies.

Section 4 Foreign-related Mergers and Acquisitions

Grasp the relevant regulations on mergers and acquisitions of domestic enterprises by foreign investors; be familiar with the security review system for mergers and acquisitions of domestic enterprises by foreign investors; Relevant regulations on monopoly review; master the relevant regulations on foreign investors' strategic investment in listed companies.

To master the relevant regulations of Chinese investors on foreign enterprise mergers and acquisitions.

Section 5 Mergers and Acquisitions of Non-listed Public Companies

To master the relevant regulations on major asset reorganizations of non-listed public companies whose shares are publicly transferred in the national equity transfer system.

Master the relevant regulations on the acquisition of non-listed public companies whose stocks are publicly transferred in the national equity transfer system.

Chapter 7 Continuous Supervision

Section 1 Corporate Governance

Master the rights, obligations and corresponding legal responsibilities of listed company shareholders; master the control of listed company’s controlling shareholders Code of conduct, the powers of the general meeting of shareholders; master the convening, convening and proposal rules, rules of procedure, and resolution procedures of the general meeting of shareholders of listed companies; master the relevant provisions of the cumulative voting system of the general meeting of shareholders, online voting, and election of directors and supervisors; master the board of directors , Independent directors and eligible shareholders to solicit voting rights and other relevant provisions to protect the rights and interests of public shareholders.

Master the qualifications and procedures of directors; be familiar with the rights and obligations of directors; master the powers of the chairman; master the powers of the board of directors, rules of procedure, standardized operation and resolution methods; familiar with the qualifications of the board secretaryQualifications, rights and obligations; familiar with the responsibilities of the special committees of the board of directors; familiar with the manager’s qualifications, methods and responsibilities.

Master the qualifications and procedures of the supervisors; familiar with the rights and obligations of the supervisors; familiar with the composition, powers and rules of the supervisory board; familiar with the standard operation and resolution methods of the supervisory board.

Grasp the requirements of independent directors’ selection procedures, qualifications, powers, proportion in the board of directors, and professional composition; familiar with the circumstances that require independent directors to express independent opinions; familiar with the measures to ensure independent directors to exercise their powers; Familiar with the related work of independent directors during the annual report period.

Familiar with the signing and custody regulations of meeting minutes of the shareholders meeting, board of directors, and board of supervisors.

Grasp the relevant requirements for corporate governance of listed companies; be familiar with the insider registration system for inside information.

Section 2 Standardized Operation

Grasp the requirements for the "five independence" of listed companies; master the procedures and information disclosure requirements that listed companies should perform for external guarantees.

Grasp the form, definition and processing principles of related-party transactions; master the restrictive provisions on capital transactions between listed companies and controlling shareholders; master the repayment methods, scope and application of funds occupied by related parties by listed companies Procedures performed.

Master the internal control requirements of listed companies for external guarantees, related transactions, entrusted financial management, information disclosure, holding subsidiaries, external commitments, derivative transactions, etc.; master the inspection and information disclosure requirements for the above activities of listed companies .

Master the relevant requirements for share repurchase of listed companies; master the relevant requirements for equity incentives of listed companies.

Familiar with voluntary information disclosure of investor relations management and related investor relations activities.

Master the relevant regulations on the management of raised funds.

To master the relevant regulations for the stock trading of listed company shareholders, actual controllers, directors, supervisors, senior managers and related parties.

Section 3 Keeping promises

Master the relevant requirements for the promises and fulfillment of listed companies and related parties.

Grasp the basic requirements and supervision measures for continuous supervision of listed companies and related parties in keeping their promises.

Master the relevant requirements for cash dividends of listed companies.

Section 4 Continuous Information Disclosure

Master the general principles and specific requirements for information disclosure of listed companies; master the preparation and disclosure requirements of annual reports, semi-annual and quarterly reports; familiar with listed companies Time requirements for submitting periodic reports to regulatory agencies.

Grasp the supervisory responsibilities that sponsors need to perform in the information disclosure of listed companies.

Grasp the calculation methods of the main financial indicators in the periodic report; master the disclosure requirements of related party transactions in the annual report; master the disclosure requirements of matters ordered to correct or voluntarily correct accounting errors, false statements, non-standard opinions, etc. ; Master the disclosure requirements for financial information correction.

Master the matters that need to be submitted for interim reports, initial disclosure and continuous disclosure requirements; master the review procedures and disclosure requirements for transactions such as the acquisition, sale of assets, and share changes of listed companies; familiar with the announcement of the acquisition and sale of assets by listed companies Content and requirements.

Master the main related transaction matters and related legal persons and related natural persons of listed companies; familiar with the review procedures and disclosure requirements of related transactions of listed companies.

Master the review procedures and disclosure requirements of other major events that need to be disclosed in a timely manner, such as major litigation and arbitration of listed companies, and changes in raised funds; familiar with the requirements of temporary announcements and related attachments of listed companies to be submitted to regulatory agencies for record.

To master the relevant regulations on the suspension, resumption, risk warning and suspension of listing of listed companies; to master the relevant regulations on the resumption of listing, termination of listing and relisting of delisted companies.

Section 5 Legal Responsibilities

To master the laws of listed companies, controlling shareholders, actual controllers, directors, supervisors, and senior executives in the issuance and listing, information disclosure, and standardized operations Responsibilities; familiar with the legal responsibilities of intermediary agencies in the issuance and listing, information disclosure and standardized operation.

Attachment: Bibliography and Common Laws and Regulations Catalogue

I. Bibliography

1. China Securities Regulatory Commission: "Securities Issuance and Listing Review Work Manual" (2014), China Financial and Economic Publishing House.

2. Compiled by the Securities Industry Association of China: Compiled textbook for the Securities Industry Qualification Examination (2012) "Securities Issuance and Underwriting", China Finance Press.

3. Compiled by the Chinese Institute of Certified Public Accountants: The 2018 CPA National Unified Examination Guidance Textbook "Accounting", "Financial Cost Management", "Auditing", China Finance and EconomicsPublishing house.

2. List of commonly used laws and regulations

(Sponsor representative competency examination involves but is not limited to the following laws, regulations, rules, normative documents and industry self-discipline rules; The revised version shall prevail)

(1) Supervision of sponsorship business

1. "Securities Law of the People's Republic of China"

(Adopted on December 29, 1998, 2014 The latest revision on August 31, 2014 will take effect on August 31, 2014)

2. "Company Law of the People's Republic of China"

(Adopted on December 29, 1993 The latest revision on March 28, 2014 and effective on March 1, 2014)

3. "Regulations on the Administration of Company Registration of the People’s Republic of China"

(issued on June 24, 1994, 2016, 2 The latest revision on June 6, 2016 will take effect on March 1, 2016)

4. "Administrative Measures for the Sponsorship of Securities Issuance and Listing"

(No. 13 of the Order of the China Securities Regulatory Commission on May 13, 2009 No. 63 was revised according to Decree No. 137 of the Securities Regulatory Commission of December 7, 2017)

5. "Opinions on Further Strengthening the Supervision of Sponsor Business"

(March 2012 Announcement of the China Securities Regulatory Commission on the 15th [2012] No. 4)

6. "Guidelines for Working Papers for the Sponsorship of Securities Issuance and Listing"

(Announcement of the China Securities Regulatory Commission on April 1, 2009 [2009] No. 5)

7. "Guidelines for Sponsor’s Due Diligence Work"

(China Securities Regulatory Commission Issue No. [2006] No. 15 on May 29, 2006)

8. "Guidelines for Information Disclosure Content and Format of Companies Issuing Securities No. 27-Issuance Sponsorship and Issuance Sponsor Work Report" (SFC Announcement [2009] No. 4 on March 27, 2009)

9. "Guidelines for the Sponsorship of Listed Companies on the Shenzhen Stock Exchange"

(Shenzhen Stock Exchange (2014) No.387, October 24, 2014)

10. "Shanghai Stock Exchange Securities Issuance and Listing Business Guidelines"

(September 8, 2017 Shanghai Stock Exchange (2017) No. 55)

11. "Shanghai Stock Exchange Securities Implementation Rules for Listing Review

(Shanghai Zhengfa [2013] No. 28 on December 27, 2013)

12. "Questions and Answers on Issuance Supervision-Regarding Further Strengthening the Management of Sponsor Institutions Regulatory Requirements for the Signing Responsibility of Sponsored Projects"

(September 22, 2017, Securities Regulatory Commission Issuance Supervision Department)

13. "Guidelines for the Internal Control of Investment Banking Business of Securities Companies"

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(Announcement of the China Securities Regulatory Commission (2018) No. 6 on March 23, 2018)

(2) Financial analysis

1. "Accounting Law of the People's Republic of China"

(Adopted on January 21, 1985 and updated on October 31, 1999 The amendment will take effect on July 1, 2000)

2. "The Enterprise Income Tax Law of the People's Republic of China"

(Adopted on March 16, 2007, as of the latest revision on February 24, 2017) (Effective on February 24, 2017)

3. "Regulations on Enterprise Financial Accounting Reporting"

(Order No. 287 of the State Council of June 21, 2000)

4. "Accounting Standards for Business Enterprises-Basic Standards"

(Order No. 76 of the Ministry of Finance of the Ministry of Finance on July 23, 2014)

5. "Accounting Standards for Business Enterprises-Specific Standards

(Ministry of Finance)

6. "Guidelines for the Application of Accounting Standards for Business Enterprises"

(Ministry of Finance)

7. Interpretation of Accounting Standards for Business Enterprises No. 1-12

(Ministry of Finance)

8. "General Principles of Business Finance"

(December 4, 2006 Ministry Order No. 41)

(3) Equity Financing

1. "Administrative Measures for Initial Public Offering and Listing"

(June 6, 2018 Japan Securities Regulatory Commission Order No. 141)

2. "Administrative Measures for the Initial Public Offering of Stocks and Listing on the Growth Enterprise Market"

(CSRC Order No. 142 of June 6, 2018 )

3. "Administrative Measures for Issuance and Transaction of Depositary Receipts (Trial)"

(Order No. 143 of the China Securities Regulatory Commission of June 6, 2018)

4. "The General Office of the State Council forwards the China Securities Regulatory Commission"

(issued by the State Council on March 30, 2018 (2018) 〕21)

5. "Measures for the Administration of Securities Issuance of Listed Companies"

(Order No. 30 of the Securities Regulatory Commission on May 8, 2006, according to the Securities Regulatory Commission on October 9, 2008 Amendment to Order No. 57)

6. "Interim Measures for the Administration of Securities Issuance of Companies Listed on the Growth Enterprise Market"

(China Securities Regulatory Commission Order No. 100 of May 14, 2014)

7. "Questions and Answers on Issuance Supervision-Regulatory Requirements for Guiding and Regulating the Financing Behavior of Listed Companies"

(February 17, 2017, the Issuance Supervision Department of the China Securities Regulatory Commission)

8. "Questions and Answers on Issuance Supervision-Issues Regarding the Pre-disclosure of Initial Public Offerings"

(December 7, 2017, the Issuance Supervision Department of the China Securities Regulatory Commission)

9. "Questions and Answers on Issuance Supervision -Requirements for the suspension of review and other matters in the process of IPO application review"

(December 7, 2017, Securities Regulatory Commission Issuance Supervision Department)

10. "About IPO Guidelines for Disclosure of Major Financial Information and Operating Status Information of Companies Issuing Shares and Listed Companies’ Prospectus Financial Reports after the Deadline for Auditing"

(CSRC Announcement [2013] No. 45 on December 6, 2013)

11. "Guidelines for Disclosure of Information Related to Profitability in the Prospectus of Initial Public Offerings and Listed Companies"

(CSRC Announcement [2013] No. 46, December 6, 2013)

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12. "Notice on Further Strengthening the Internal Control of Sponsor Institutions"

(The CSRC issued a regulatory letter [2013] No. 346 on December 27, 2013)

13. "Measures for the Issuance Review Committee of the China Securities Regulatory Commission"

(CSRC Order No. 134 of July 7, 2017)

14. "Listed Companies Non-public Rules for the Implementation of the Issuance of Stocks

(CSRC Announcement [2017] No. 5 on February 15, 2017)

15. "Measures for the Administration of Pilot Preference Shares"

(China Securities Regulatory Commission Order No. 97 of March 21, 2014)

16. "Implementation Rules of Shenzhen Stock Exchange Preference Share Pilot Business"

(June 12, 2014 Shenzhen Stock Exchange (2014) No. 204)

17. "Measures for the Administration of Pilot Preference Share Business of the Shanghai Stock Exchange"

(issued by the Shanghai Stock Exchange on May 9, 2014 (2014) 31 No.)

18. "The State Council’s Decision on Issues Related to the Transfer System"

(December 13, 2013 Guofa [2013] No. 49)

19. "Interim Administration of the National SME Share Transfer System Co., Ltd. Measures

(Decree No. 137 of the Securities Regulatory Commission of December 7, 2017)

20. “Measures for the Supervision and Administration of Non-listed Public Companies”

(2013 Decree No. 96 of the China Securities Regulatory Commission on December 26, 2013)

21. "Business Rules for the National SME Share Transfer System (for Trial Implementation)"

(December 30, 2013) System Announcement [2013] No. 40)

22. "The National SME Share Transfer System Host Broker Management Rules (Trial)"

(February 8, 2013 Share Transfer System Announcement [2013] No. 3)

23. "Regulations on the Recommended Business of the National SME Share Transfer System Host Brokers (Trial)"

(February 8, 2013 Announcement of the Share Transfer System〔 2013] No. 3)

24. "Guidelines for the Due Diligence of the National SME Share Transfer System Host Brokers (for Trial Implementation)"

(Announcement of the Share Transfer System on February 8, 2013 [ 2013] No. 6)

25. "Guidelines for the Core Work of the National SME Share Transfer System Host Securities Dealers (Trial)"

(Announcement of the Share Transfer System on June 8, 2016 (2016) 〕32)

26. "Detailed Rules for the Management of Investor Suitability of the National Small and Medium-sized Enterprise Share Transfer System (Trial)"

(Announcement of the Share Transfer System on June 27, 2017 [2017] No. 196)

27. "Guidelines for the Basic Standards for the Application of Stock Listing Conditions of the National Small and Medium-sized Enterprise Share Transfer System"

(Announcement of the Share Transfer System on September 6, 2017 [2017] No. 366)

(4) Debt financing

1. "Administrative Measures for the Issuance and Trading of Corporate Bonds"

(Order of the Securities Regulatory Commission of January 15, 2015 No. 113)

2. "Trial Provisions on Issuing Exchangeable Corporate Bonds by Shareholders of Listed Companies"

(CSRC Announcement [2008] No. 41, October 17, 2008)

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3. "Guiding Opinions of the China Securities Regulatory Commission on the Development of Pilot Bonds for Innovative and Entrepreneurial Companies"

(CSRC Announcement [2017] No. 10, July 4, 2017)

4. "Shanghai Stock Exchange Corporate Bond Listing Rules"

(Shanghai Stock Exchange (2015) No. 49, May 29, 2015)

5. "Shenzhen Stock Exchange "Rules for the Listing of Corporate Bonds"

(Shenzhen Stock Exchange on May 29, 2015)

6. "Notice on Launching Pilot Green Corporate Bonds"

(Shanghai Zhengfa [2016] No. 13 on March 16, 2016)

7. "Questions and Answers on the Supervision of Public Issuance of Corporate Bonds (1)"

(October 16, 2015, China Securities Regulatory Commission Corporate Bond Supervision Department)

8. "Questions and Answers on the Supervision of Public Issuance of Corporate Bonds (II)"

(December 2, 2015 Corporate Bond Supervision Department of the China Securities Regulatory Commission)

9. "Questions and Answers on the Supervision of Public Issuance of Corporate Bonds (3)"

(January 29, 2016, the Corporate Bond Supervision Department of the China Securities Regulatory Commission)

10. "Public Issuance" Questions and Answers on the Supervision of Corporate Bonds (4)"

(March 23, 2016 Corporate Bond Supervision Department of the China Securities Regulatory Commission)

11. "Questions and Answers on the Supervision of Public Issuance of Corporate Bonds (5)"

(September 6, 2016, the Corporate Bond Supervision Department of the China Securities Regulatory Commission)

12. "Shanghai Stock Exchange Bond Bidding Issuance Business Operation Guidelines"

(2013 Shanghai Zhengfa [2013] No. 25 on December 24, 2011

13. "Regulations on the Administration of Corporate Bonds"

(Order No. 588 of the State Council of January 8, 2011)

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14. "Administrative Measures on Debt Financing Instruments of Non-financial Enterprises in the Inter-bank Bond Market"

(Order of the People’s Bank of China [2008] No. 1 of April 9, 2008)

15. "Management Regulations for the Issuance of Financial Bonds in the National Interbank Bond Market"

(March 25, 2009 Chinese Announcement of the People's Bank of China (2009) No. 6)

16. "Regulations on the Administration of Asset Securitization Business of Securities Companies and Fund Management Companies' Subsidiaries"

(November 19, 2014, China Securities Regulatory Commission) Announcement [2014] No. 49)

(5) Pricing sales

1. "Opinions of the China Securities Regulatory Commission on Further Promoting the Reform of the New Share Issuance System"

(CSRC Announcement [2013] No. 42 on November 30, 2013)

2. "Measures to Strengthen the Supervision of New Share Issuance"

(CSRC on January 12, 2014 Announcement [2014] No. 4)

3. "Notice on Issues Related to the Pricing of New Share Issuance"

(May 23, 2012 China Securities Regulatory Commission Issuance Supervision Department, GEM issuance Ministry of Supervision)

4. "Measures for the Administration of Securities Issuance and Underwriting"

(CSRC Order No. 144 of June 15, 2018)

5. "Initial Public Offering of Stock Underwriting Business Specification"

(June 15, 2018, China Securities Association (2018) No. 142)

6. "Investment of IPOs under the Internet Rules for the Management of Employers"

(China Securities Association (2018) No. 142 on June 15, 2018)

7. "Details for the Allotment of Initial Public Offerings"

(China Securities Association (2018) No. 142 on June 15, 2018)

8. "Implementation Rules for the Online Issuance of Initial Public Offerings on the Shanghai Market"

(2016 Shanghai Stock Exchange issued on January 5 (2016) 1No.)

9. "Implementation Rules for the Offline Issuance of Initial Public Offerings on the Shanghai Market"

(Shanghai Zhengfa [2016] No. 2 on January 5, 2016)

10. "Implementation Rules for the Online Issuance of Initial Public Offerings on the Shenzhen Market"

(Shenzhen Zhengshang [2016] No. 3, January 5, 2016)

11. Detailed Rules for the Implementation of Offline Issuance of Initial Public Offerings on the Shenzhen Market

(Shenzhengshang [2016] No. 3 on January 5, 2016)

(6) Financial Advisor

1. "Administrative Measures for the Financial Consultancy Services for Mergers and Acquisitions of Listed Companies"

(No. 54 of the CSRC Order of June 3, 2008)

2. "Regulations of the State Council Opinions on Promoting Enterprise Mergers and Reorganizations"

(September 6, 2010 Guofa [2010] No. 27)

3. "Opinions of the State Council on Further Optimizing the Market Environment for Enterprise Mergers and Reorganizations" 》

(March 7, 2014 Guofa [2014] No. 14)

4. "Measures for the Administration of Acquisitions of Listed Companies"

(2014, October Order No. 108 of the China Securities Regulatory Commission of September 23)

5. "Administrative Measures for the Major Asset Restructuring of Listed Companies"

(Order No. 127 of the China Securities Regulatory Commission of September 8, 2016)

6. "Regulations on Several Issues Regarding the Regulation of Major Asset Reorganizations of Listed Companies"

(CSRC Announcement [2016] No. 17 on September 9, 2016)

7. "Notice on Strictly Implementing the Listing Standards for Initial Public Offerings in the Review of Backdoor Listings"

(November 30, 2013, China Securities Regulatory Commission [2013] No. 61)

8. "Interim Provisions on Strengthening the Supervision of Abnormal Stock Trading Related to the Material Asset Restructuring of Listed Companies"

(CSRC Announcement [2016] No. 16 on September 9, 2016)

9. "Securities and Futures Law Application Opinions No. 4-Article 62 and Article 43 Applicable Opinions on Restricting Share Transfers"

(Announcement of the China Securities Regulatory Commission on May 19, 2009 [ 2009] No. 11)

10. "Securities and Futures Law Application Opinions No. 7-Article 62 Applicable Opinions Concerning Serious Financial Difficulties of Listed Companies"

(2011 Announcement of the China Securities Regulatory Commission on January 10 [2011] No. 1)

11. "Applicable opinions when the provisions of Article 62 and Article 63 related to the application for exemption from the offer coincide-Securities Futures Law Application Opinion No. 8

(CSRC Announcement [2011] No. 2 on January 17, 2011)

12. "Securities and Futures Law Applicable Application Opinion No. 9-Article 74 Applicable Opinions Regarding the Determination of the Completion Time of the Acquisition of Increased Shares of Listed Companies Through Centralized Auction Trading"

(Announcement of the China Securities Regulatory Commission on January 17, 2011 [2011] No. 3)

13. "Securities and Futures Law Application Opinions No. 10-Article 3 Applicable Opinions Concerning the Issue of Capital Occupation of Assets to be Purchased"

(2011 China Securities Regulatory Commission Announcement [2011] No. 4) on January 17, 2015.

14. "Securities and Futures Law Application Opinions No. 11-Article 12) A listed company continuously purchases and sells the same Or the Applicable Opinions on the Proportion Calculation of Related Assets"

(CSRC Announcement [2011] No. 5 on January 17, 2011)

15. "Article 14, Article 14 Opinions on the application of Article 44-Securities and Futures Law Application Opinions No. 12

(CSRC Announcement [2016] No. 18 on September 8, 2016)

16. Relevant regulations on major asset reorganization questions and answers of listed companies

(The Supervision Department of Listed Companies of the China Securities Regulatory Commission)

17. "Regulations on M&A of Domestic Enterprises by Foreign Investors"

(Order of the Ministry of Commerce, 2009 No. 6 of June 22, 2009)

18. "The Ministry of Commerce's Regulations on Implementing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors"

(Announcement No. 53 of 2011 of the Ministry of Commerce on August 25, 2011)

19. "Provisions of the State Council on the Standards for Declaration of Concentration of Undertakings"

(August 3, 2008 State Council Order No. 529)

20. "Administrative Measures for the Strategic Investment of Foreign Investors in Listed Companies"

(December 31, 2005, the Ministry of Commerce, the China Securities Regulatory Commission, the State Administration of Taxation, the State Administration for Industry and Commerce, the State Administration of Order of the State Administration of Foreign Exchange No. 28 of 2005)

21. "Administrative Measures for the Material Asset Restructuring of Non-listed Public Companies"

(Order No. 103 of the China Securities Regulatory Commission of June 23, 2014 )

22. "Administrative Measures for the Acquisition of Non-listed Public Companies"

(CSRC Order No. 102 of June 23, 2014)

23." Guidelines for the Supervision of Non-listed Public Companies No. 4-Guidelines for the Review of Issues Concerning the Application for Administrative License by Unlisted Company Limited with More than 200 Shareholders"

(Announcement of the China Securities Regulatory Commission on December 26, 2013 [2013 〕54)

(7) Continuous supervision

1. "Guidelines for the Articles of Association of Listed Companies (Revised in 2016)"

(September 30, 2016 China Securities Regulatory Commission Announcement [2016] No. 23)

2. "Rules for Shareholders Meetings of Listed Companies (2016 Amendments)"

(Announcement of the China Securities Regulatory Commission on September 30, 2016 [2016] 22)

3. "Administrative Measures on Information Disclosure of Listed Companies"

(CSRC Order No. 40 of January 30, 2007)

4. "Regulations on Strengthening the Supervision of Listed Securities Companies"

(CSRC Announcement [2010] No. 20 on June 30, 2010)

5. "Regarding the Regulation of Listed Companies and Related Parties "Notice on Several Issues Concerning Funds Flows and External Guarantees of Listed Companies"

(Zheng Jian Fa [2003] No. 56 on August 28, 2003)

6. "Regarding the Regulation of External Guarantees of Listed Companies "Notice of Behavior"

(No. 120, China Securities Regulatory Commission [2005] dated November 4, 2005)

7. "Guidelines for the Supervision of Listed Companies No. 2-Management of Funds Raised by Listed Companies Regulatory requirements for the use and use of"

(CSRC Announcement [2012] No. 44 on December 19, 2012)

8. "Guidelines for the Supervision of Listed Companies No. 3-Listed Companies Cash Dividends"

(CSRC Announcement [2013] No. 43 on November 30, 2013)

9. "Notice on Further Implementation of Issues Related to Cash Dividends of Listed Companies"

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(Zheng Jian Fa [2012] No. 37 on May 4, 2012)

10. "Regulations on the Establishment of Insider Registration Management System for Listed Companies"

(Announcement of the China Securities Regulatory Commission on October 25, 2011 [2011] 3 No. 0)

11. "Guidelines for the Continuous Supervision of Listed Companies on the Shanghai Stock Exchange"

(Shangzheng Gongzi [2009] No. 75, July 15, 2009)

12. "Guidelines for the Supervision of Listed Companies No. 1-Regulatory Requirements for Unrecovered Losses after a Major Asset Reorganization of Listed Companies"

(Announcement of the China Securities Regulatory Commission on March 23, 2012 [ 2012] No. 6)

13. "Guidelines for the Supervision of Listed Companies No. 4-Listed Companies’ Actual Controllers, Shareholders, Related Parties, Acquirers, and Listed Companies’ Commitments and Fulfillment"

(CSRC Announcement [2013] No. 55 on December 27, 2013)

14. "Measures for the Administration of Equity Incentives for Listed Companies"

(CSRC on July 13, 2016 Order No. 126)

15. "Several Provisions on Shareholding Reduction of Shareholders of Listed Companies, Directors, Supervisors, and Senior Executives"

(Announcement of the China Securities Regulatory Commission on May 26, 2017 (2017) 9 No.)

16. "Shanghai Stock Exchange Stock Listing Rules"

(Shanghai Stock Exchange (2018) No. 20, April 20, 2018)

17 ."Shenzhen Stock Exchange Stock Listing Rules"

(Shenzhen Stock Exchange (2018) No. 166 on April 20, 2018)

18. "Shenzhen Stock Exchange Growth Enterprise Market Stocks Listing Rules

(Shenzhen Securities No. (2018) No. 166 on April 20, 2018)

19. "Regarding Encouraging Listed Companies to Merge and Reorganize, Cash Dividends, and Share Repurchase Notice"

(August 31, 2015 China Securities Regulatory Commission (2015) No. 61)

20. "Opinions of the State Council on Actively and Prudently Reduce the Leverage Ratio of Enterprises"

(October 10, 2016 (2016) No. 54)

21. "Administrative Measures for the Repurchase of Public Shares by Listed Companies (for Trial Implementation)"

(issued by the China Securities Regulatory Commission on June 16, 2005 (2005) 51 No.)

22. "Supplementary Provisions on the Repurchase of Shares by Listed Companies by Centralized Auction Trading"

(CSRC Announcement [2008] No. 39 on October 9, 2008)

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