第十二条 设立股份有限公司公开发行股票，应当符合《中华人民共和国公司法》规定的条件和经国务院批准的国务院证券监督管理机构规定的其他条件，向国务院证券监督管理机构报送募股申请和下列文件：
Article 12 A public offer of stocks for establishing a stock-limited company shall satisfy the requirements as prescribed in the Corporation Law of the People's Republic of China as well as any other requirements as prescribed by the securities regulatory authority under the State Council, which have been approved by the State Council. An application for public offer of stocks as well as the following documents shall be reported to the securities regulatory authority under the State Council: （一）公司章程；
(1) The constitution of the company; （二）发起人协议；
(2) The promoter's agreement;
（三）发起人姓名或者名称，发起人认购的股份数、出资种类及验资证明；
(3) The name or title of the promoter, the amount of shares as subscribed by the promoter, the category of contributed capital as well as the capital verification certification; （四）招股说明书； (4) The prospectus;
（五）代收股款银行的名称及地址；
(5) The name and address of the bank that receives the funds as generated from the issuance of stocks on the behalf of the company;
（六）承销机构名称及有关的协议。依照本法规定聘请保荐人的，还应当报送保荐人出具的发行保荐书。法律、行政法规规定设立公司必须报经批准的，还应当提交相应的批准文件。(6) The name of the underwriting organization as well as the relevant agreements. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well. In case the establishment of a company shall be reported for approval, as prescribed by laws and administrative regulations, the relevant approval documents shall be submitted as well.
第十三条 公司公开发行新股，应当符合下列条件：
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Article 13 An initial public offer (IPO) of stocks of a company shall satisfy the following requirements:
（一）具备健全且运行良好的组织机构；
(1) Having a complete and well-operated organization; （二）具有持续盈利能力，财务状况良好；
(2) Having the capability of making profits successively and a sound financial status; （三）最近三年财务会计文件无虚假记载，无其他重大违法行为；
(3) Having no false record in its financial statements over the latest 3 years and having no other major irregularity; and
（四）经国务院批准的国务院证券监督管理机构规定的其他条件。上市公司非公开发行新股，应当符合经国务院批准的国务院证券监督管理机构规定的条件，并报国务院证券监督管理机构核准。
(4) Meeting any other requirements as prescribed by the securities regulatory authority under the State Council, which has been approved by the State Council. A listed company that makes any initial non-public offer of stocks shall satisfy the requirements as prescribed by the securities regulatory authority under the State Council, which have been approved by the State Council and shall be reported to the securities regulatory authority under the State Council for examination and approval.
第十四条 公司公开发行新股，应当向国务院证券监督管理机构报送募股申请和下列文件： Article 14 A company that makes an IPO of stocks shall apply for public offer of stocks as well as the following documents to the securities regulatory authority under the State Council: （一）公司营业执照；
(1) The business license of the company; （二）公司章程；
(2) The constitution of the company; （三）股东大会决议；
(3) The resolution of the general assemble of shareholders; （四）招股说明书；(4) The prospectus;
（五）财务会计报告；(5) The financial statements; （六）代收股款银行的名称及地址；
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(6) The name and address of the bank that receives the funds as generated from the public offer of stocks on the behalf of the company; and
（七）承销机构名称及有关的协议。依照本法规定聘请保荐人的，还应当报送保荐人出具的发行保荐书。
(7) The name of the underwriting institution as well as the relevant agreements. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well.
第十五条 公司对公开发行股票所募集资金，必须按照招股说明书所列资金用途使用。改变招股说明书所列资金用途，必须经股东大会作出决议。擅自改变用途而未作纠正的，或者未经股东大会认可的，不得公开发行新股。
Article 15 The funds as raised through public offer of stocks as made by a company shall be used according to the purpose as prescribed in the prospectus. Any alteration of the use of funds as prescribed in the prospectus shall be subject to a resolution of the general assembly of shareholders. In case a company fails to correct any unlawful alteration of its use of funds or where any alteration of its use of funds fails to be adopted by the general assembly of shareholders, the relevant company may not make any IPO of stocks. In the foregoing circumstance, a listed company may not make any non-public offer of stocks. 第十六条 公开发行公司债券，应当符合下列条件：
Article 16 A public issuance of corporate bonds shall satisfy the following requirements: （一）股份有限公司的净资产不低于人民币三千万元，有限责任公司的净资产不低于人民币六千万元；
(1) The net asset of a stock-limited company being no less than RMB 30 million yuan and the net asset of a limited-liability company being no less than RMB 60 million yuan; （二）累计债券余额不超过公司净资产的百分之四十；
(2) The accumulated bond balance constituting no more than 40 % of the net asset of a company; （三）最近三年平均可分配利润足以支付公司债券一年的利息；
(3) The average distributable profits over the latest 3 years being sufficient to pay the 1-year interests of corporate bonds;
（四）筹集的资金投向符合国家产业政策；
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(4) The investment of raised funds complying with the industrial policies of the state; （五）债券的利率不超过国务院限定的利率水平；
(5) The yield rate of bonds not surpassing the level of interest rate as qualified by the State Council; and
（六）国务院规定的其他条件。公开发行公司债券筹集的资金，必须用于核准的用途，不得用于弥补亏损和非生产性支出。上市公司发行可转换为股票的公司债券，除应当符合第一款规定的条件外，还应当符合本法关于公开发行股票的条件，并报国务院证券监督管理机构核准。
(6) Meeting any other requirements as prescribed by the State Council. The funds as raised through public issuance of corporate bonds shall be used for the purpose as verified and may not be used for covering any deficit or non-production expenditure. The public issuance of convertible corporate bonds as made by a listed company may not only meet the requirements as provided for in paragraph 1 herein but also meet the requirements of the present Law on public offer of stocks, and shall be reported to the securities regulatory authority under the State Council for examination and approval.
第十七条 申请公开发行公司债券，应当向国务院授权的部门或者国务院证券监督管理机构报送下列文件：
Article 17 With regard to an application for public issuance of corporate bonds, the following documents shall be reported to the department as authorized by the State Council or the securities regulatory authority under the State Council: （一）公司营业执照；
(1) The business license of the company; （二）公司章程；
(2) The constitution of the company; （三）公司债券募集办法；
(3) The procedures for issuing corporate bonds; （四）资产评估报告和验资报告；
(4) An assent appraisal report and an asset verification report; and
（五）国务院授权的部门或者国务院证券监督管理机构规定的其他文件。依照本法规定聘请保荐人的，还应当报送保荐人出具的发行保荐书。
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(5) Any other document as prescribed by the department as authorized by the State Council or by the securities regulatory authority under the State Council. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well. 第十八条 有下列情形之一的，不得再次公开发行公司债券：
Article 18 In any of the following circumstances, no more public issuance of corporate bonds may be carried out:
（一）前一次公开发行的公司债券尚未募足；
(1) Where the corporate bonds as issued in the previous public issuance haven't been fully subscribed;
（二）对已公开发行的公司债券或者其他债务有违约或者延迟支付本息的事实，仍处于继续状态；
(2) Where a company has any default on corporate bonds as publicly issued or on any other liabilities, or postpones the payment of the relevant principal plus interests, and such situation is still continuing; or
（三）违反本法规定，改变公开发行公司债券所募资金的用途。
(3) Where a company violates the present Law by altering the use of funds as raised through public issuance of corporate bonds.
第十九条 发行人依法申请核准发行证券所报送的申请文件的格式、报送方式，由依法负责核准的机构或者部门规定。
Article 19 The formats and reporting ways of application documents as reported by an issuer for examination and approval of securities issuance according to law shall be prescribed by the legally competent organ or department in charge of examination and approval.
第二十条 发行人向国务院证券监督管理机构或者国务院授权的部门报送的证券发行申请文件，必须真实、准确、完整。为证券发行出具有关文件的证券服务机构和人员，必须严格履行法定职责，保证其所出具文件的真实性、准确性和完整性。
Article 20 The application documents for securities issuance as reported by an issuer to the securities regulatory authority under the State Council or the department as authorized by the State Council shall be authentic, accurate and integrate. A securities trading service institution and its staff that produces the relevant documents for securities issuance shall strictly perform
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