National Small and Medium Enterprise Stock Transfer System ( NSMES ) Rules for Directed Issue of Stocks_ Shanghai Chenguang Medical Technology Co., Ltd.
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National Small and Medium Enterprise Stock Transfer System ( NSMES ) Rules for Directed Issue of Stocks

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National Small and Medium Enterprise Stock Transfer System ( NSMES ) Rules for Directed Issue of Stocks

National Small and Medium Enterprise Stock Transfer System ( NSMES ) Rules for Directed Issue of Stocks

Chapter One General Provisions
  
Article 1 In order to regulate the directional issuance of stocks by companies listed on the National Equities Exchange and Quotations System (hereinafter referred to as the National Equity Exchange System) and companies applying for listing (hereinafter collectively referred to as the issuer) and protect the legitimate rights and interests of investors, in accordance with the "Company Law" Laws, regulations and departmental rules such as the Measures for the Supervision and Administration of Non-listed Public Companies (hereinafter referred to as the “Measures for Public Companies”), the “Interim Measures for the Administration of the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd.”, etc., formulate these rules.
   Article 2 The directional issuance of stocks as stipulated in these rules refers to the issuance of stocks by the issuer to specific targets that meet the requirements of the Public Company Measures.
   During the issuance process, the issuer can recommend stocks to specific targets.
   Article 3 After the issuer has issued a private offering, if the total number of shareholders does not exceed 200, the National Small and Medium-sized Enterprise Share Transfer System Co., Ltd. (hereinafter referred to as the National Share Transfer Company) shall conduct self-discipline review.
   If the issuer has more than 200 shareholders after the directional issuance, it shall report to the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) for approval after obtaining the self-regulatory opinions issued by the National Equity Exchange Corporation.
   Article 4 The information disclosed by the issuer for a targeted offering shall be true, accurate and complete, and there shall be no false records, misleading statements or major omissions. The issuer’s directors, supervisors, and senior managers shall perform their duties faithfully and diligently, and ensure that the issuer discloses information in a timely and fair manner, and that the information disclosed is true, accurate, and complete.
The issuer and its controlling shareholders, actual controllers, directors, supervisors, and senior managers shall provide timely, true, accurate and complete information to the lead securities firm, law firm, accounting firm, and other securities service agencies, and fully cooperate with relevant agencies Due diligence and other related work.
The issuer’s controlling shareholders, actual controllers, directors, supervisors, senior managers, issuers, and other information disclosure obligors shall provide the issuer with true, accurate and complete information in a timely manner in accordance with relevant regulations, and fully cooperate with the issuer in fulfilling the information The disclosure obligation shall not require or assist the issuer to conceal information that should be disclosed.
   Article 5 The lead securities firm shall conduct a comprehensive review of the issuer’s information disclosure documents and application documents, independently make professional judgments, and be responsible for the authenticity, accuracy and completeness of the targeted offering statement and the documents issued by it.
   Law firms, accounting firms and other securities service institutions shall prudently perform their duties, make professional judgments, and be responsible for the contents related to their professional duties and the authenticity, accuracy and completeness of the documents issued by the directional issuance prospectus.
Article 6 The issuer’s controlling shareholders, actual controllers, directors, supervisors, and senior management personnel, the sponsoring securities firms, law firms, accounting firms, other securities service agencies and their related personnel shall abide by relevant laws, regulations, departmental rules, Regulatory documents and business rules of the National Equity Exchange System, diligently and conscientiously, must not use targeted issuance to seek illegitimate benefits, and prohibit disclosure of inside information, use of inside information for stock trading, or manipulation of stock trading prices.
  Article 7 The National Equities Exchange and Quotations Company conducts self-discipline review of relevant documents related to directional issuance, and requires the issuer and relevant entities to explain, explain or supplementally disclose relevant matters through feedback, inquiries, etc.
Article 8 The self-discipline review opinion issued by the National Equity Exchange Corporation on the directional issuance does not indicate that it guarantees the authenticity, accuracy and completeness of the application documents and information disclosure, nor does it indicate the value of the issuer’s stock investment or the investor’s benefits Make substantive judgments or guarantees.
  
   Chapter II General Provisions
  
   Section 1 Basic Requirements for Issuance
  
  Article 9 The issuer's targeted offering shall comply with the provisions of the "Public Company Measures" on legal and standardized operations, corporate governance, information disclosure, and issuance targets.
   If the issuer has illegal external guarantees, capital occupation, or other rights and interests that are seriously damaged by the controlling shareholder or actual controller, it shall conduct a targeted offering after the relevant circumstances have been removed or the impact has been eliminated.
   Article 10 The issuer and the lead brokerage firm shall follow the principles of fairness and justice in selecting the target of issuance, determining the issue price or the issue price range, and safeguard the legitimate rights and interests of the issuer and its shareholders.
   Article 11 The issuer may use cash or non-cash assets to subscribe for the targeted issue of stocks.
   For non-cash assets to be subscribed, the assets involved should have clear ownership and fair pricing, and the transaction should be conducive to improving the issuer’s asset quality and sustainability.
   Article 12 The issuer shall, in accordance with the provisions of the "Public Company Measures", specify the priority subscription arrangement for existing shareholders in the resolutions of the general meeting of shareholders.
  Article 13 Where an issuer promises to restrict the sale of its subscribed stocks, it shall handle the voluntary restriction in accordance with its promise and disclose it.
  Article 14 When the issuer’s board of directors deliberates on issues related to targeted issuance, there shall be no outstanding stock issuance, convertible corporate bond issuance, major asset restructuring, and share repurchase issues.
Article 15 If an issuer issues shares in accordance with the provisions of Article 47 of the "Public Company Measures", it shall strictly follow the relevant regulations of the China Securities Regulatory Commission and the National Equity Exchange Corporation, perform internal resolution procedures and information disclosure obligations, and do not need to provide the lead broker Recommendation documents issued and legal opinions issued by law firms.
  The issuer is responsible for the authenticity, accuracy, and completeness of the contents of the targeted offering documents. The issuer's continuous supervision and the brokerage firm are responsible for assisting in the disclosure of issuance-related announcements, and performing continuous supervision duties on the standardization of the depository and use of raised funds.
Article 16 Before the National Equities Exchange Corporation accepts the issuer’s application documents and before the listing of new stocks, if there is a non-compliance with Article 9 of these rules or other major issues affecting the issuance, the issuer and the lead securities firm shall promptly report to the nation Equity transfer company report; the lead securities firm and other securities service institutions shall continue to perform due diligence duties and submit written verification opinions.
   Article 17 If the issuer has a voting right difference arrangement before the targeted issuance, it shall fully disclose the specific setting and operation of the voting right difference arrangement in the targeted issuance prospectus and other documents.
  Article 18 If it is indeed inconvenient to disclose information related to a targeted offering due to special reasons such as state secrets and trade secrets, the issuer may not disclose it, but the reason for the failure to disclose in accordance with the regulations shall be stated in the announcement related to the offering. If the China Securities Regulatory Commission and the National Equity Exchange Corporation deem it necessary to disclose, the issuer shall disclose.
  
   Section 2 Fundraising Management
  
  Article 19 The issuer shall establish an internal control system for the storage, use, supervision and accountability of the raised funds, and specify the graded approval authority, decision-making procedures, risk prevention and control measures, and information disclosure requirements for the use of raised funds.
   Article 20 The issuer's raised funds shall be deposited in a special account for raised funds, and the account shall not be used for depositing non-raised funds or for other purposes.
   Article 21 The issuer’s raised funds shall be used for its main business and related business areas. The temporarily idle raised funds can be invested in wealth management products with high security, good liquidity, and the security of the investment principal. Except for financial enterprises, the raised funds shall not be used to hold transactional financial assets, other equity instrument investments, other debt investments, or lend to others, entrust wealth management and other financial investments, and shall not directly or indirectly invest in the trading of marketable securities. Companies with their main business shall not be used for the transactions of stocks and other derivatives, convertible corporate bonds, etc., and shall not change the use of raised funds in disguised form through pledges, entrusted loans or other means.
   Article 22 The issuer may use the raised funds after the capital verification is completed and the three-party supervision agreement of the special account for raised funds is signed; in any of the following circumstances, the raised funds shall not be used before the registration of the newly added stock is completed:
   (1) The issuer fails to disclose the latest periodical report within the specified period or is not expected to disclose within the specified period;
(2) In the last twelve months, the issuer or its controlling shareholder or actual controller has been subject to administrative supervision measures and administrative penalties taken by the China Securities Regulatory Commission and its dispatched offices, and the National Equity Exchange Corporation has taken written self-discipline supervision measures and disciplinary sanctions , Has been filed and investigated by the China Securities Regulatory Commission, or has been filed and investigated by judicial organs for illegal acts;
   (3) Other circumstances recognized by the National Equity Exchange Company.
  Article 23 The issuer shall use the funds raised in accordance with the use of funds disclosed in the targeted offering prospectus; any change in the use of funds shall be approved by the issuer’s board of directors and the general meeting of shareholders, and shall promptly disclose the announcement of the change in the use of funds.
   Article 24 If the issuer uses self-raised funds to invest in advance the purpose of the raised funds disclosed in the targeted offering statement, it may replace the self-raised funds with the raised funds after the raised funds can be used. The replacement matter shall be reviewed and approved by the issuer’s board of directors, and the lead securities firm shall verify the specific circumstances or arrangements of the issuer’s initial capital investment and issue special opinions. The issuer shall promptly disclose the announcement on the replacement of raised funds and the special opinions of the sponsoring securities firm.
   Article 25 The issuer’s board of directors shall conduct a special check on the use of raised funds every half year, issue a check report, and disclose it when disclosing the annual report and interim report. The host securities firm shall conduct an on-site verification of the deposit and use of raised funds at least once a year, issue a verification report, and disclose it when the issuer discloses the annual report.
  
   Chapter 3 Targeted Issuance by Listed Companies
  
   Section 1 After the issuance, the cumulative number of shareholders does not exceed 200
  
   Article 26 The issuer’s board of directors shall make resolutions on matters related to the directional issuance, and timely disclose the announcement of the board’s resolutions and the directional issuance prospectus approved by the board of directors.
  The board of directors' resolutions on targeted issuance shall meet the following requirements:
   (1) When the target of the issuance is determined, the resolution of the board of directors shall specify the specific target of the issuance (whether it is a related party) and its subscription price, the number of subscriptions or the upper limit of the number, and the priority subscription arrangements for existing shareholders;
   (2) If the target of the issuance is not determined, the resolution of the board of directors shall specify the scope of the target of the issuance, the issuance price or price range, the target of the issuance and the method for determining the price of the issuance, the maximum number of issuances, and the priority subscription arrangements for existing shareholders, etc.;
  (3) Where the issuer subscribes for the issuance of stocks with non-cash assets, the resolution of the board of directors shall clarify the counterparty (whether it is a related party), the underlying assets, the pricing principles, audit, evaluation and other matters;
   (4) The board of directors shall explain the purpose of the funds raised in this private offering, and explain the use of the funds raised during the reporting period.
   Article 27 The issuer shall sign a stock subscription contract with the issuer. The subscription contract shall specify the quantity or quantity range of the stocks to be subscribed by the issuance object, the subscription price, the restricted sale period, the refund and compensation arrangements after the issuance is terminated, and the dispute resolution mechanism.
   If the target of the issuance is determined when the board of directors decides, it shall be agreed in the subscription contract that this contract shall become effective after the targeted issuance is approved by the issuer’s board of directors and the general meeting of shareholders and relevant approval procedures have been performed.
  Article 28 Where an issuer subscribes for targeted issuance of stocks with non-cash assets, the audit report or appraisal report related to the assets shall be disclosed at the latest when the shareholders' meeting notices the announcement.
  Article 29 The issuer’s general meeting of shareholders shall make a resolution on the directional issuance, which shall be reviewed and approved by more than two-thirds of the voting rights held by the voting shareholders present at the meeting. After the general meeting of shareholders has passed the review and approval, the issuer shall promptly disclose the announcement of the resolutions of the general meeting.
  The resolutions of the general meeting of shareholders shall clearly authorize the board of directors to handle the validity period of the private offering. The period of validity shall not exceed twelve months. If the issuer decides to continue issuing shares after the expiration of the period, it shall re-submit to the shareholders meeting for deliberation.
   Article 30 When the issuer's board of directors decides on the issue target, directors and shareholders participate in the subscription or have an affiliate relationship with the issue target, the issuer's board of directors or general meeting of shareholders shall vote on the issue of targeted issuance, the affiliated director or affiliated shareholder shall withdraw.
When the issuer’s board of directors resolves the issue target is not determined, the final subscription target is the issuer’s controlling shareholder, actual controller, director, shareholder holding more than 5% of the issuer’s stock, or an associated relationship with the foregoing subject, and the board of directors If the relevant directors and shareholders did not abstain from voting during the deliberations of the shareholders' general meeting, the issuer shall reconvene the board of directors or shareholders' meeting to conduct deliberations in accordance with the abstention requirements.
   When the issuer’s general meeting of shareholders deliberates on matters related to the targeted issuance, if all shareholders attending the general meeting of shareholders intend to participate in the subscription or have an associated relationship with the proposed issuer, the voting right avoidance system may no longer be implemented.
   Article 31 After the issuer’s general meeting of shareholders deliberates and approves the directional issuance prospectus, if the board of directors resolves to make major adjustments, the issuer shall reconvene the general meeting of shareholders and conduct deliberations in accordance with the provisions of Articles 29 and 30 of these rules.
   Article 32 The issuer’s annual general meeting may, in accordance with the provisions of the company’s articles of association, authorize the board of directors to issue shares within the specified total financing range, and this authorization will expire on the next annual general meeting.
   Article 33 The host securities firm and law firm shall issue written opinions in accordance with relevant regulations after the issuer’s general meeting of shareholders has reviewed and approved the targeted issuance, and the issuer shall disclose it in a timely manner.
   Article 34 The issuer shall, after disclosing the written opinions issued by the lead securities firm and law firm, submit application materials for the targeted issuance to the National Equities Exchange and Quotations in accordance with relevant regulations.
   The National Equities Exchange and Quotations will conduct self-discipline review of the submitted materials and issue a no-objection letter or make a decision to terminate the self-discipline review within 20 trading days based on the review results.
   Article 35 When the issuer’s board of directors decides on the issue target, the issuer shall disclose the subscription announcement after obtaining the no-objection letter issued by the National Equities Exchange and Quotations, and arrange the issue target’s payment in accordance with the subscription announcement.
   If the issuer's board of directors resolves the issue target, the issuer may determine the specific issue target after obtaining a no-objection letter issued by the National Equities Exchange. After the issuance target is determined, the lead brokerage firm and law firm shall issue special inspection opinions on the legality of the issuance target, subscription contract and other legal documents. The issuer shall disclose the updated directional issuance prospectus and the special verification opinions of the intermediary agency together. After the review by the National Equity Exchange Corporation, the issuer shall disclose the subscription announcement and arrange the payment of the issuer based on the subscription announcement.
   After the subscription ends, the issuer shall promptly disclose the announcement of the subscription results.
   Article 36 The issuer shall go through the capital verification procedures in a timely manner after the subscription ends, and the capital verification report shall be issued by an accounting firm that complies with the provisions of the Securities Law. The issuer shall sign a tripartite supervision agreement on a special account for raised funds with the lead securities firm and the commercial bank that deposits the raised funds.
   Article 37 The issuer shall go through the procedures for listing new stocks in accordance with relevant regulations and disclose the issuance status report and other documents.
  
   Section 2 After the issuance, the cumulative number of shareholders exceeds 200
  
Article 38 The issuer shall convene a board of directors and a general meeting of shareholders to make resolutions on matters related to the targeted issuance in accordance with the relevant provisions in Section 1 of this chapter except for Article 32, and hire the lead brokerage firm and law firm to separately conduct the targeted issuance. Issue written opinions on the legality of the issuance.
   Article 39 After the intermediary agency’s written opinions are disclosed,The issuer and its leading securities firm shall, in accordance with the relevant regulations of the China Securities Regulatory Commission and the National Equity Exchange Corporation, apply to the National Equity Exchange Corporation for the issuance of self-regulatory opinions, and timely disclose relevant documents and progress announcements.
   Article 40 After receiving the relevant documents of the issuer's application for self-regulatory opinions, the National Equities Exchange and Quotations shall issue the self-regulatory opinions within 20 trading days and submit the issuance application documents to the China Securities Regulatory Commission based on the issuer’s entrustment.
   Article 41 When the issuer’s board of directors decides on the issue target, the issuer shall, after the China Securities Regulatory Commission makes an approval decision, arrange payment subscriptions with reference to the relevant provisions in Section 1 of this chapter.
   When the issuer’s board of directors resolves the issue target, the issuer may determine the specific issue target after the China Securities Regulatory Commission makes an approval decision. After the issuance target is determined, the issuer, the lead securities firm and the law firm shall follow the relevant regulations in Section 1 of this chapter and perform the corresponding procedures.
  
   Chapter 4 Application for a listed company's directional issuance
  
   Article 42 When an issuer applies for the listing of its shares, it may apply for a targeted issuance of shares. After the issuer obtains the approval document from the China Securities Regulatory Commission or the letter from the National Equities Exchange and Quotation Company agreeing to list and issue, it shall perform the payment and capital verification procedures, and register and list the stocks before and after the issuance.
   Article 43 The issuer's application for listing and directional issuance shall meet the requirements of the National Equity Exchange System for stock listing and Article 9 of these rules, and shall not cause the issuer's control to change.
  The issuer should use cash to subscribe for the stocks issued by the listed company.
  Article 44 The issuer shall complete the review procedures of the board of directors and the general meeting of shareholders before applying for listing, and disclose the application documents for the listing and private issuance on an information disclosure platform that complies with the Securities Law.
  Article 45 When an issuer applies for listing and a private issuance at the same time, it shall disclose the impact of the inability to list on the private issuance and subsequent arrangements.
   Article 46 If the total number of shareholders after the directional issuance of shares does not exceed 200, the National Equities Exchange and Quotations will conduct a self-discipline review of the issuer’s listing and issuance related documents. If the review has no objection, it will issue a letter of approval for listing and issuance. The issuer shall perform the corresponding procedures in accordance with Article 35 of these rules after obtaining the letter of approval for listing and issuance.
   After the stock directional issuance, if the total number of shareholders exceeds 200, the issuer shall, in accordance with the regulations of the China Securities Regulatory Commission and the National Equity Exchange Corporation, apply to the National Equity Exchange Corporation to issue self-regulatory opinions on listing and directional issuance. After the National Equities Exchange and Quotations issued its self-regulatory opinions, it shall submit the self-regulatory opinions, the issuer’s application documents and relevant review materials to the China Securities Regulatory Commission for approval based on the issuer’s entrustment. After the issuer obtains the documents approved by the China Securities Regulatory Commission, it shall perform the corresponding procedures in accordance with Article 35 of these rules.
Article 47: Where an issuer applies for a directional issuance at the same time, the issuer’s controlling shareholder, actual controller and other subjects under its control shall subscribe for the shares in this issuance with reference to the implementation of the National Equities Exchange The restrictions on holding stocks before listing.
   Article 48 If an issuer applies for a directional issuance at the same time, it shall not use the raised funds before the stock is listed.
Article 49: If an issuer applies for listing and issuance at the same time as a targeted issuance and enters the innovation layer, the target of the issuance shall be the investors in the first and second paragraphs of Article 42, paragraph 2 of the "Public Company Measures" and those in compliance with the basic investment The investor suitability management regulations.
   After completing the issuance in accordance with the provisions of the preceding paragraph, the issuer shall terminate the issuance or make other arrangements in accordance with the terms of the subscription contract if it does not meet the conditions for entry into the innovative layer.
   Article 50 The company applying for listing has not obtained the approval document of the China Securities Regulatory Commission or the self-discipline review opinion of the National Equities Exchange and Quotations Co., Ltd., but meets the listing conditions, its shares can be listed on the National Equities Exchange and Quotations System.
  Article 51 If the issuer applies for listing and directional issuance at the same time, and there are no provisions in this chapter, the rules other than Article 15, Article 22, and Article 32 shall apply.
  
   Chapter 5 Suspension of Self-Regulation and Termination of Self-Regulation
  
Article 52 The National Equity Exchange Company reviews the issuer’s directional issuance application documents and information disclosure documents. If one of the following situations occurs, the issuer, the lead securities firm and other securities service institutions shall promptly inform the National Equity Exchange The equity transfer company will suspend the self-discipline review and notify the issuer and its host broker:
   (1) The China Securities Regulatory Commission has taken regulatory measures such as restricting business activities, ordering to suspend business for rectification, designating other institutions for custody or takeover by the China Securities Regulatory Commission, but has not been lifted;
   (2) The China Securities Regulatory Commission has taken regulatory measures such as market bans, restrictions on securities business qualifications, etc., and has not been lifted;
   (3) The sponsoring securities firm, other securities service agency or relevant signatory has been taken by the National Equity Exchange Company to temporarily refuse to accept the self-regulatory measures of the documents issued by it, and it has not been lifted;
   (4) The financial information recorded in the application documents has expired and needs to be supplemented;
  (5) The issuer voluntarily requests the suspension of the self-discipline review for justified reasons and approved by the National Equities Exchange and Quotations;
   (6) Other circumstances recognized by the National Equity Exchange Company.
Under the circumstances listed in items 1 to 3 of the preceding paragraph, the issuer, the lead brokerage firm and other securities service institutions fail to inform the National Equities Exchange and Quotations in a timely manner. If the National Equities Exchange and Quotations are verified to be in compliance with the suspension of the self-regulatory review, the self-regulatory review will be directly suspended. .
Article 53 After the self-discipline review is suspended due to the suspension of the self-discipline review due to the first to third items of the first paragraph of Article 52 of these rules, if the issuer changes the lead securities firm or other securities service institution in accordance with the regulations, the replaced institution shall suspend the self-discipline. Complete the due diligence within three months from the date of review, re-issue relevant documents, verify the documents issued by the original institution, issue verification opinions, and explain the differences.
After the self-discipline review is suspended due to the second and third subparagraphs of the first paragraph of Article 52 of these rules, if the leading securities firm or other securities service agency replaces the relevant signatory, the changed signatory shall be one month from the date of suspension of the self-discipline review Inside, the original signatory’s documents are verified, verification opinions are issued, and differences are explained. The lead securities firm or other securities service organization shall promptly issue a verification report to the National Equities Exchange and Quotations.
   If the self-regulatory review is suspended due to items 4 to 6 of the first paragraph of Article 52 of these rules, the issuer shall supplementally submit valid documents within three months after the self-regulatory review is suspended or eliminate relevant circumstances that actively request the suspension of the self-regulatory review.
   Article 54 After the suspension of self-discipline review listed in the first paragraph of Article 52 of these rules is eliminated, the issuer and the lead broker may apply to the National Equities Exchange and Quotations to resume review.
   Article 55 In the event of any of the following circumstances, the National Equities Exchange and Quotations will terminate the self-discipline review and notify the issuer and its host securities firm:
   (1) The issuer does not meet the requirements of Article 9 of these rules;
   (2) The issuer voluntarily withdraws the application for targeted issuance or the sponsoring broker voluntarily withdraws the recommendation;
   (3) The issuer is terminated according to law due to dissolution, liquidation or bankruptcy;
   (4) The suspension of self-discipline review as stipulated in Article 52, Paragraph 1 of these Rules cannot be eliminated within three months, or the relevant matters cannot be completed within the time limit specified in Article 53 of these Rules;
  (5) The issuer failed to disclose the latest periodic report within the prescribed period;
   (6) Where non-cash assets are used to subscribe for privately issued stocks, the non-cash assets do not meet the relevant requirements of these rules;
   (7) The issuer applies for listing and directional issuance at the same time, and does not meet the listing conditions;
   (8) Other circumstances recognized by the National Equity Exchange Company.
   Article 56 If the issuer disagrees with the decision to terminate the self-discipline review made by the National Equity Exchange Corporation, it may apply for review in accordance with relevant regulations within five trading days from the date of receipt of the relevant decision.
  
   Chapter VI Supervision Measures and Sanctions for Violations
  
   Article 57 In violation of these rules, the National Equities Exchange and Quotations may take the following self-regulatory measures depending on the severity of the circumstances:
   (1) Verbal warning;
   (two) an appointment to talk;
   (3) Request to submit a written commitment;
   (4) Issue a warning letter;
   (5) Order to make corrections;
  (6) Request public correction, clarification or explanation;
   (7) Request a public apology;
   (8) It is required to participate in training or examination within a time limit;
   (9) Require an investor briefing meeting to be held within a time limit;
   (10) Suspend the lifting of the issuer’s controlling shareholder and actual controller’s stock sales restrictions;
   (11) It is recommended that the issuer replace relevant personnel;
   (12) Documents issued by relevant securities companies, securities service institutions or their related personnel will not be accepted temporarily;
   (13) Suspend securities account transactions;
   (14) Restrict securities account transactions;
   (15) Other self-regulatory measures stipulated by the National Equity Exchange Corporation.
   Article 58 In violation of these rules, the National Equities Exchange and Quotations may take the following disciplinary sanctions depending on the severity of the circumstances:
   (1) Announce criticism;
   (2) Public condemnation;
   (3) It is determined that it is not suitable to serve as a director, supervisor or senior manager of the company;
   (4) Other disciplinary sanctions prescribed by the National Equities Exchange.
   Article 59 In any of the following circumstances, the National Equities Exchange and Quotations may take self-regulatory measures or disciplinary sanctions, depending on the severity of the circumstances:
   (1) The issuance application documents prepared or disclosed do not meet the requirements, or the directional issuance prospectus and other documents are modified without authorization;
   (2) The issuance application documents and information disclosure documents have major defects, which seriously affect the understanding of investors and the self-discipline review of the national equity transfer company;
   (3) Issuance application documents and information disclosure documents are not true, accurate, and complete, but do not reach the level of false records, misleading statements and major omissions;
   (4) The issuer fails to perform the issuance procedures in accordance with relevant regulations or fails to perform its information disclosure obligations in a timely manner;
   (5) There are substantial differences before and after the issuance of the application documents and there is no reasonable reason;
   (6) The deposit and use of raised funds do not meet the requirements;
   (7) Failing to report major events to the National Equities Exchange and Quotations in a timely manner or fail to disclose them in time;
   (8) Failing to respond to the feedback opinions of the National Equities Exchange and Quotations within the prescribed time limit, and failing to explain the reasons;
   (9) Interfering with the self-discipline review work of the National Equities Exchange and Quotations Company by improper means;
   (10) The issuer and other relevant entities refuse to cooperate with the lead securities firm and other securities service institutions without reasonable reasons;
   (11) Other circumstances recognized by the National Equity Exchange Company.
   Article 60 In any of the following circumstances, the National Equities Exchange and Quotations may take disciplinary sanctions depending on the severity of the circumstances:
   (1) Issuance application documents and information disclosure documents are found to contain false records, misleading statements or major omissions;
   (2) Unauthorized issuance of stocks without the self-regulatory review of the National Equity Transfer Company or without the approval of the China Securities Regulatory Commission;
   (3) Forge or alter the signature and seal in the issuance application documents;
  (4) The issuer conducts targeted offerings in accordance with Article 15 of these rules, and the undertaking or relevant certification documents issued by the issuer or related entities contain false records, misleading statements or major omissions;
   (5) Other circumstances recognized by the National Equity Exchange Company.
   Article 61 The National Equities Exchange and Quotations shall report to the China Securities Regulatory Commission if it discovers that relevant entities are suspected of violating laws, regulations and relevant provisions of the China Securities Regulatory Commission.
  
   Chapter 7 Supplementary Provisions
  
   Article 62 If an issuer issues preferred shares or convertible corporate bonds, it shall follow the relevant regulations of the China Securities Regulatory Commission and the National Equity Exchange Corporation.
   Article 63 If ​​the issuance of stocks results in a change in the issuer’s control or related shareholders’ equity, it shall also comply with the relevant provisions of the "Measures for the Administration of Acquisitions of Unlisted Public Companies".
   Article 64 If the issuance of stocks to purchase assets constitutes a major asset reorganization, it shall be handled in accordance with the "Administrative Measures for the Major Asset Reorganization of Non-listed Public Companies" and the relevant provisions of the National Equity Exchange Corporation.
   Article 65 The following terms in these rules have the following meanings:
   (1) Timely, refers to within two trading days from the date of calculation or the time of disclosure stipulated in these rules, unless otherwise specified.
   (2) "Above" in these rules includes the number, and "over" does not include the number.
   Article 66 The National Equities Exchange and Quotations is responsible for the interpretation of these rules.
   Article 67 These rules shall come into force on the date of promulgation.

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