Article 14 Where a company is to make a public issuance of new shares, it shall submit an application for share offering and the following documents to the securities regulatory authority under the State Council:

(1) the business license of the company;

(2) the articles of association of the company;

(3) the resolution of the shareholders general assembly;

(4) the prospectus;

(5) the financial statements;

(6) the name and address of the agent bank for subscription funds; and

(7) the name of underwriting institution and relevant agreements.

Where a sponsor is engaged in accordance with the provisions of this Law, the instrument of sponsorship for issuance produced by such sponsor shall also be furnished.

Article 15 The funds raised from public issuance of shares by a company must be used in conformity with the stated purposes in the prospectus. Any diversion of the purposes of the raised funds stated in the prospectus shall be subject to resolution adopted by the shareholders general assembly. Where a diversion is made in the stated purposes without approval, which is not rectified or is not reconciled by the shareholders general assembly, the company shall not be permitted to make any subsequent public issuance of new shares.

Article 16 Where a company publicly issues corporate bonds, it shall meet the following conditions:

(1) In the case of a company limited by shares, its net asset value is not less than RMB30 million yuan; in the case of a company with limited liability, its net asset value is not less than 60 million yuan;

(2) The aggregated outstanding balance of the company’s corporate bonds does not exceed 40% of its net asset value;

(3)The average distributable profits of the company for each of the three years immediately preceding the application is adequate to pay for one-year interest on its outstanding corporate bonds;

(4) The intended use of the funds raised is in conformity with the industrial policies of the State;

(5) The interest rates of the bonds do not exceed the interest-rate levels set by the State Council; and

(6) Such other conditions as may be so prescribed by the State Council.

The funds raised from public issuance of corporate bonds must be used for the purposes approved, and shall not be used to make up losses or to cover the costs for non-productive purposes.

Where a listed company issues corporate bonds convertible into shares, in addition to the conditions provided for in the first paragraph of this Article, it shall also meet the conditions for the public issuance of shares under this Law, and it shall submit an application to the securities regulatory authority under the State Council for examination and approval.

Article 17 To apply for public issuance of corporate bonds, a company shall submit the following documents to the department authorized by the State Council or the securities regulatory authority under the State Council:

(1) the business license of the company;

(2) the articles of association of the company;

(3) the method for raising funds through issuance of corporate bonds;

(4) the reports of asset valuation and investment verification; and

(5) such other documents as may be so prescribed by the department authorized by the State Council or the securities regulatory authority under the State Council.

Where a company engages a sponsor in accordance with the provisions of this Law, it shall also submit the instrument of sponsorship for issuance produced by such sponsor.