证监发行字[2004]162号

（Issued by the China Securities Regulatory Commission on 7 December 2004 and effective as of 1 January 2005.） (来源：www.EnglishCN.com)

颁布日期：20041207 　实施日期：20050101 　颁布单位：中国证监会

　　（Zheng Jian Fa Xing Zi [2004] No. 162）

　　To all companies that make an initial public offering， securities investment fund management companies， securities companies， trust and investment companies， finance companies， insurance institutional investors and qualified foreign institutional investors （QFII）：

　　In order to protect the lawful rights and interests of investors， strengthen market constraints and improve the mechanism for the formation of share issue price， we hereby issue the following circular on several issues concerning the trial implementation of price inquiry system for initial public offering of shares：

　　1. A company that makes initial public offering of shares （the Issuer） and its sponsor institution shall determine the issue price of the shares by means of price inquiry to inquiry targets.

　　For the purposes of this Circular， the term “inquiry targets” shall refer to securities investment fund management companies， securities companies， trust and investment companies， finance companies， insurance institutional investors and qualified foreign institutional investors （QFII） that meet the conditions stipulated by the China Securities Regulatory Commission （CSRC）， and other institutional investors recognized by the CSRC.

　　2. When an Issuer and its sponsor institution announce the issue price and the issue price-earnings ratio， the earnings per share shall be calculated on the basis of the net profit before or after deduction of non-recurring profit and loss， whichever is lower， for the year prior to the issue as audited by an accounting firm divided by the total share capital following the issue.

　　Where the Issuer provides an earnings forecast， it shall also disclose supplementary information on the issue price-earnings ratio based on the earnings forecast. The earnings per share shall be calculated on the basis of the projected net profit before or after deduction of non-recurring profit and loss， whichever is lower， for the year of the issue as audited by an accounting firm divided by the total share capital following the issue.

　　The Issuer may at the same time disclose other issue price indicators such as price-to-book ratio that reflects the characteristics of the industry to which the Issuer belongs.

　　3. After an offering application has been verified and approved by the CSRC， the Issuer shall publish a letter of intent to offer shares and commence promotion and price inquiry. Price inquiry shall be divided into two stages， namely， preliminary price inquiry and book-building price inquiry. The Issuer and its sponsor institution shall determine the issue price range through the preliminary price inquiry and the issue price through the book-building price inquiry.

　　The aforementioned letter of intent to offer shares shall be consistent with the prospectus in contents and format， with the exception that it may not include the issue price and the amount of capital to be raised， and shall have the same legal validity as the prospectus. The Issuer and its sponsor institution shall assume corresponding legal liability for the truthfulness， accuracy and completeness of the letter of intent to offer shares.

　　In the preliminary price inquiry， the sponsor institution shall provide the inquiry target with an investment value research report prepared in accordance with the provisions hereof.