Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation)
Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation)
Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation)
Order of China Securities Regulatory Commission No.153
March 1, 2019
Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation) adopted by the first chairman office meeting of the China Securities Regulatory Commission on March 1, 2019, have been released for implementation as of the promulgation.
President of the China Securities Regulatory Commission, Yi Huiman
Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation)
Chapter I General Provisions
Article 1 The Measures are hereby formulated in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Decision of the Standing Committee of the National People's Congress of the People's Republic of China on Authorizing the State Council to Revise Applicable Provisions of the Securities Law of the People's Republic of China during the Reform of the Registration-based Initial Public Offering (IPO) System, the Decision of the Standing Committee of the National People's Congress on Prolonging the Period for Authorizing the State Council to Adjust the Application of Certain Provisions in the Securities Law of the People's Republic of China to the Registration-based Stock Listing System Reform, the Implementing Opinions on the Setting-up of the Science and Technology Innovation Board and the Launch of the Pilot Registration System on the Shanghai Stock Exchange, and the relevant laws and regulations for the purposes of regulating the activities concerning initial public offerings under the pilot registration system of the Science and Technology Innovation Board of the Shanghai Stock Exchange and protecting investors' legitimate rights and interests and social public interests.
Article 2 The Measures shall apply to initial public offerings within the territory of the People's Republic of China and listings on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the "Science and Technology Innovation Board").
Article 3 Where issuers apply for initial public offerings and listings on the Science and Technology Innovation Board, they shall be consistent with the positioning of the Science and Technology Innovation Board, and be sci-tech-front-oriented, economic battlefield-oriented and national major need-oriented. Supports shall be given to enterprises that conform to national strategies, have key technologies and outstanding sci-tech innovation capacities, conduct production and operation mainly by virtue of core technologies, and boast stable commercial modes, high market recognition, good social images and great growth potential.
Article 4 If they meet the offering conditions, listing conditions and related information disclosure requirements, initial public offerings and listings on the Science and Technology Innovation Board shall be reviewed by the Shanghai Stock Exchange (the "SSE") according to the law for offerings and listings and reported to the China Securities Regulatory Commission (the "CSRC") for fulfillment of the offering registration procedures.
Article 5 As the first person responsible for information disclosure, an issuer shall, in accordance with the law, fully disclose information that is necessary for an investor to make value judgments and investment decisions in good faith, with information disclosed to be authentic, accurate, complete, and free of false records, misleading statements or major omissions.
The issuer shall provide authentic, accurate and complete financial and accounting data and other data for sponsors and securities service agencies in a timely manner, and fully cooperate with the related organizations in due diligence investigations and other related work.
The controlling shareholder and the actual controller of the issuer shall fully cooperate with the related organizations in due diligence investigations and other related work, and not require the issuer to conceal or assist the issuer in concealing information to be disclosed.
Article 6 Sponsors shall act in good faith and due diligence. They shall, as required in the business rules and industrial self-discipline specifications developed according to the law, fully get to know the operation conditions of and risks facing issuers, check and verify registration application documents and information disclosure data in all aspects, independently make their professional judgment whether such issuers meet the offering conditions and listing conditions, prudentially decide upon referrals, and be responsible for the authenticity, accuracy and completeness of prospectuses and the related documents issued by them.
Article 7 Securities service agencies shall prudentially perform their duties, make professional judgments and determinations and be responsible for the authenticity, accuracy and completeness of the contents of prospectuses pertaining to their professional duties and documents provided by them in strict accordance with business rules and industrial self-discipline specifications developed according to the law.
Securities service agencies and the relevant practitioners shall perform the special duty of care for businesses and matters concerning their trades and the general duty of care for other businesses and matters, assuming the corresponding legal liabilities.
Article 8 Approval of the registration of initial public offerings by issuers neither means that the CSRC and the SSE substantially judge or guarantee the investment value of the stocks or proceeds of investors nor means that the CSRC and the SSE provide warranties regarding the authenticity, accuracy and completeness of registration application documents.
Article 9 Investors shall be responsible for any investment risks arising from changes of issuers' operations and yields after stocks are issued according to the law.
Chapter II Offering Conditions
Article 10 The issuer is a company limited by shares that is incorporated in accordance with the law and has been in persistent operation for over three years and has complete organizations of good standing as well as the relevant institutions and personnel that can perform duties in accordance with the law.
Where a limited liability company is changed into a company limited by shares on the whole by conversion of its original net book value into shares, the time of persistent operation can be calculated as of the establishment date of the limited liability company.
Article 11 Accountant foundation work's standards and financial statements of the issuer must be prepared and disclosed according to the Accounting Standards for Business Enterprises and the related information disclosure rules, fairly reflecting the financial conditions, operating results and cash flows of such issuer in all material aspects, and certified public accountants shall provide standard unqualified audit reports for them.
The internal control systems of the issuer are sound and efficiently executed and can guarantee the operating efficiency and legality of the company as well as reliability of financial reports, and certified public accountants shall provide internal control verification reports without conclusions reserved.
Article 12 The issuer has complete businesses and the ability to maintain persistent operation in the market:
1. complete assets, independent businesses and personnel, finance and institutions, no horizontal competition between the actual controller and other enterprises that adversely affects the issuer, and no connected transaction that seriously affects its dependence or that is obviously unfair;
2. steady main business, right of control, management team and core technicians of the issuer, and no major adverse changes to the main business and directors, senior executives and core technicians in the past two years; clear ownership of the equities of the controlling shareholder and the shareholder under the control of the controlling shareholder or the actual controller, no change to the actual controller in the past two years, and no major ownership dispute that may cause any change to the right of control; and
3. no major ownership dispute, major insolvency risk, major guarantee, litigation, arbitration or other contingencies with respect to the main assets, core technologies and the trademark of the issuer, and no events that may exert major adverse impacts on the persistent operation, like major changes or possible changes of the operation environment.
Article 13 The issuer's production and operation conform to laws, administrative regulations and national industrial policies.
In the past three years, the issuer and its controlling shareholder or actual controller have not been involved in any corruption, bribery, embezzlement, misappropriation or crime disrupting the order of the socialist market economy, and have not issued shares fraudulently, disclosed important information in violation of the law or engaged in other serious violations of laws vital to national security, public safety, ecological safety, work safety and public health safety.
In the past three years, directors, supervisors and senior executives have not been subjected to administrative penalties imposed by the CSRC, investigations by judicial organs after being placed on file because they are suspected of committing crimes or investigations by the CSRC after being placed on file because they are suspected of violating laws and regulations, of which there were not clear conclusions and opinions.
Chapter III Registration Procedures
Article 14 The board of directors of the issuer shall prepare a resolution on the specific plan for the offering, feasibility of use of the raised funds and other matters that must be made clear, and submit such resolution to the shareholders' meeting for approval.
Article 15 The resolution passed by the shareholders' meeting of the issuer with respect to the offering shall at least include:
1.
......
Order of China Securities Regulatory Commission No.153
March 1, 2019
Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation) adopted by the first chairman office meeting of the China Securities Regulatory Commission on March 1, 2019, have been released for implementation as of the promulgation.
President of the China Securities Regulatory Commission, Yi Huiman
Administrative Measures for the Registration of Initial Public Offerings on the Science and Technology Innovation Board (for Trial Implementation)
Chapter I General Provisions
Article 1 The Measures are hereby formulated in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Decision of the Standing Committee of the National People's Congress of the People's Republic of China on Authorizing the State Council to Revise Applicable Provisions of the Securities Law of the People's Republic of China during the Reform of the Registration-based Initial Public Offering (IPO) System, the Decision of the Standing Committee of the National People's Congress on Prolonging the Period for Authorizing the State Council to Adjust the Application of Certain Provisions in the Securities Law of the People's Republic of China to the Registration-based Stock Listing System Reform, the Implementing Opinions on the Setting-up of the Science and Technology Innovation Board and the Launch of the Pilot Registration System on the Shanghai Stock Exchange, and the relevant laws and regulations for the purposes of regulating the activities concerning initial public offerings under the pilot registration system of the Science and Technology Innovation Board of the Shanghai Stock Exchange and protecting investors' legitimate rights and interests and social public interests.
Article 2 The Measures shall apply to initial public offerings within the territory of the People's Republic of China and listings on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the "Science and Technology Innovation Board").
Article 3 Where issuers apply for initial public offerings and listings on the Science and Technology Innovation Board, they shall be consistent with the positioning of the Science and Technology Innovation Board, and be sci-tech-front-oriented, economic battlefield-oriented and national major need-oriented. Supports shall be given to enterprises that conform to national strategies, have key technologies and outstanding sci-tech innovation capacities, conduct production and operation mainly by virtue of core technologies, and boast stable commercial modes, high market recognition, good social images and great growth potential.
Article 4 If they meet the offering conditions, listing conditions and related information disclosure requirements, initial public offerings and listings on the Science and Technology Innovation Board shall be reviewed by the Shanghai Stock Exchange (the "SSE") according to the law for offerings and listings and reported to the China Securities Regulatory Commission (the "CSRC") for fulfillment of the offering registration procedures.
Article 5 As the first person responsible for information disclosure, an issuer shall, in accordance with the law, fully disclose information that is necessary for an investor to make value judgments and investment decisions in good faith, with information disclosed to be authentic, accurate, complete, and free of false records, misleading statements or major omissions.
The issuer shall provide authentic, accurate and complete financial and accounting data and other data for sponsors and securities service agencies in a timely manner, and fully cooperate with the related organizations in due diligence investigations and other related work.
The controlling shareholder and the actual controller of the issuer shall fully cooperate with the related organizations in due diligence investigations and other related work, and not require the issuer to conceal or assist the issuer in concealing information to be disclosed.
Article 6 Sponsors shall act in good faith and due diligence. They shall, as required in the business rules and industrial self-discipline specifications developed according to the law, fully get to know the operation conditions of and risks facing issuers, check and verify registration application documents and information disclosure data in all aspects, independently make their professional judgment whether such issuers meet the offering conditions and listing conditions, prudentially decide upon referrals, and be responsible for the authenticity, accuracy and completeness of prospectuses and the related documents issued by them.
Article 7 Securities service agencies shall prudentially perform their duties, make professional judgments and determinations and be responsible for the authenticity, accuracy and completeness of the contents of prospectuses pertaining to their professional duties and documents provided by them in strict accordance with business rules and industrial self-discipline specifications developed according to the law.
Securities service agencies and the relevant practitioners shall perform the special duty of care for businesses and matters concerning their trades and the general duty of care for other businesses and matters, assuming the corresponding legal liabilities.
Article 8 Approval of the registration of initial public offerings by issuers neither means that the CSRC and the SSE substantially judge or guarantee the investment value of the stocks or proceeds of investors nor means that the CSRC and the SSE provide warranties regarding the authenticity, accuracy and completeness of registration application documents.
Article 9 Investors shall be responsible for any investment risks arising from changes of issuers' operations and yields after stocks are issued according to the law.
Chapter II Offering Conditions
Article 10 The issuer is a company limited by shares that is incorporated in accordance with the law and has been in persistent operation for over three years and has complete organizations of good standing as well as the relevant institutions and personnel that can perform duties in accordance with the law.
Where a limited liability company is changed into a company limited by shares on the whole by conversion of its original net book value into shares, the time of persistent operation can be calculated as of the establishment date of the limited liability company.
Article 11 Accountant foundation work's standards and financial statements of the issuer must be prepared and disclosed according to the Accounting Standards for Business Enterprises and the related information disclosure rules, fairly reflecting the financial conditions, operating results and cash flows of such issuer in all material aspects, and certified public accountants shall provide standard unqualified audit reports for them.
The internal control systems of the issuer are sound and efficiently executed and can guarantee the operating efficiency and legality of the company as well as reliability of financial reports, and certified public accountants shall provide internal control verification reports without conclusions reserved.
Article 12 The issuer has complete businesses and the ability to maintain persistent operation in the market:
1. complete assets, independent businesses and personnel, finance and institutions, no horizontal competition between the actual controller and other enterprises that adversely affects the issuer, and no connected transaction that seriously affects its dependence or that is obviously unfair;
2. steady main business, right of control, management team and core technicians of the issuer, and no major adverse changes to the main business and directors, senior executives and core technicians in the past two years; clear ownership of the equities of the controlling shareholder and the shareholder under the control of the controlling shareholder or the actual controller, no change to the actual controller in the past two years, and no major ownership dispute that may cause any change to the right of control; and
3. no major ownership dispute, major insolvency risk, major guarantee, litigation, arbitration or other contingencies with respect to the main assets, core technologies and the trademark of the issuer, and no events that may exert major adverse impacts on the persistent operation, like major changes or possible changes of the operation environment.
Article 13 The issuer's production and operation conform to laws, administrative regulations and national industrial policies.
In the past three years, the issuer and its controlling shareholder or actual controller have not been involved in any corruption, bribery, embezzlement, misappropriation or crime disrupting the order of the socialist market economy, and have not issued shares fraudulently, disclosed important information in violation of the law or engaged in other serious violations of laws vital to national security, public safety, ecological safety, work safety and public health safety.
In the past three years, directors, supervisors and senior executives have not been subjected to administrative penalties imposed by the CSRC, investigations by judicial organs after being placed on file because they are suspected of committing crimes or investigations by the CSRC after being placed on file because they are suspected of violating laws and regulations, of which there were not clear conclusions and opinions.
Chapter III Registration Procedures
Article 14 The board of directors of the issuer shall prepare a resolution on the specific plan for the offering, feasibility of use of the raised funds and other matters that must be made clear, and submit such resolution to the shareholders' meeting for approval.
Article 15 The resolution passed by the shareholders' meeting of the issuer with respect to the offering shall at least include:
1.
......