The information disclosure requirements for securities issued by listed companies on the Science and Technology Board have been further clarified, and a smoother refinancing channel for the Science and Technology Board will soon be opened.

On the evening of May 27th, the CSRC announced through the official website that it solicited opinions on three documents, which were the “Code of Content and Format for Information Disclosure by Companies Offering Securities to the Public. No. X-Prospectus for the Issuance of Securities by a Listed Company of Science and Technology Board to Unspecified Objects “Guidelines for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. X-Issue of Prospectus and Issuance of Securities by Listed Companies of Science and Technology Board to Specific Objects “Report” and “Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. X-Application Documents for Securities Issuance by Listed Companies on Science and Technology Board”.

This is the first time that the regulatory authorities have issued rules on the disclosure requirements of securities issued by listed companies on the Science and Technology Board.

Listed companies issue securities, commonly referred to as refinancing, including rights issue, additional issuance, and convertible bond issuance. For listed companies on the Science and Technology Board, initial listing (IPO) does not necessarily mean the end of financing, and refinancing after listing is also an important channel for raising funds.

Surging reporters found that from the content point of view, the provisions of these three documents are quite detailed and meticulous, and they have specific requirements for the preparation of the text of the relevant instructions and reports. . For science and technology board listed companies and intermediaries, this will undoubtedly make the application requirements of the application and information disclosure work more clear.

It is worth mentioning that in the past A-share market, listed companies usually issued plans before refinancing. But on the science and technology board, this practice has changed.

On November 8, 2019, the Shanghai Stock Exchange publicly solicited opinions on the “Shanghai Stock Exchange Science and Technology Board Listed Companies Securities Issuance Listing Review Rules” The concept of “Prospectus” came out. This rule requires: “Listed companies applying for securities issuance and listing shall, in accordance with the provisions of the China Securities Regulatory Commission and the Exchange, prepare a public offering prospectus or a non-public offering plan and other information disclosure documents. The actual controllers, directors, supervisors and senior management personnel shall perform the obligation of information disclosure according to law. Sponsors and securities service institutions shall check the information disclosure of listed companies according to law. “


div> And this time the three guidelines on information disclosure are aimed at the prospectus and do not mention the requirements of the plan. From this angleLook, the information disclosure requirements for the re-financing of the Science and Technology Board are consistent with the direction of the newly reformed GEM. On May 22, the China Securities Regulatory Commission publicly solicited opinions on revising the three information disclosure rules for the issuance of securities by companies listed on the Growth Enterprise Market.

The CSRC stated in a notice issued on May 27 that the above three rules were formulated mainly to implement the important reforms of the Party Central Committee and the State Council on advancing registration Decision-making and deployment, implementation of the relevant provisions of the newly revised Securities Law on the registration system, and standardization of the reporting behavior of the application documents for the issuance of securities by companies listed on the Science and Technology Board

The China Securities Regulatory Commission stated that the “Code” is closely related to the positioning of the science and technology board, emphasizing the disclosure of the relationship between the investment of raised funds and technological innovation, and fully revealing the investment projects of raised funds Risks; Second, closely centering on the concept of a registration system with information disclosure as the center, focusing on improving the level of disclosure and expanding the depth of disclosure; Third, clarifying the issuer ’s responsibility for information disclosure, strengthening the role of intermediaries as a gatekeeper, and facilitating post-event supervision; The convergence of refinancing letter documents under the GEM registration system has done a good job of coordinating different sectors.

A more crucial point is that with the clarification of information disclosure requirements, a smoother refinancing channel for the Science and Technology Board will also open soon.

According to surging news reporters, the science and technology board refinancing rules will be implemented soon after soliciting opinions at the end of 2019. It is worth mentioning that there is a simple review procedure for small refinancing within 300 million yuan and no more than 20% of net assets. The application documents are greatly simplified, and it is expected that the review and registration procedures can be completed within 10 working days.

Specifically, there are a lot of three quasi-tested contents of the CSRC’s public consultation, which emphasizes the responsibility of information disclosure.


Among them, the guidelines set out a total of three chapters and 81 provisions for the issuance of prospectuses by listed companies on the Science and Technology Board for unspecified objects.

According to the guidelines, as the first person responsible for information disclosure, the issuer should prepare the prospectus based on the investor ’s investment needs and make value judgments for the investor And investment decisions to provide sufficient and necessary information to ensure that the content of relevant information is true, accurate, and complete.

How to prepare the prospectus? The guidelines give nine requirements.

(1) It should be objective and comprehensive, use descriptive language of facts, highlight the substance of the incident, and should not be selectively disclosed or used in marketing promotional language;

(two) should use direct, concise and definite sentences, try to avoid the use of difficult or obscure professional terms or official language;

(three ) The content to be disclosed should be clear and unambiguous, and should be specifically and accurately explained in conjunction with the issuer ’s situation; 3. The disclosure of matters should be consistent, and they can be cited each other without affecting the integrity of the information disclosure and causing no reading inconvenience;

(5) should Accurately quote the professional opinions or reports of intermediaries related to this issue;

(VI) When quoting third-party data or conclusions, the source of the information should be indicated to ensure authority , Objective and independent basis and meet the requirements of timeliness;

(VII) The figures quoted should use Arabic numerals, and the amount of money should refer to the amount of RMB unless otherwise specified. And take yuan, thousand yuan, ten thousand yuan or one million yuan as the unit;

(8) For the disclosure in the periodic report, interim report or other information disclosure documents If the information has not changed, the issuer can use the index method to disclose and provide a query URL; Translation, but should ensure the consistency of the Chinese and foreign texts. In case of any ambiguity in the interpretation of the Chinese and foreign texts, the Chinese text shall prevail.


For the listing of science and technology board listed companies to issue securities prospectuses and issuance reports to specific targets, the guidelines list a total of four chapters and 34 items. According to the regulations, companies that apply for the issuance of securities to specific objects and are listed on the Science and Technology Board should prepare a prospectus in accordance with the regulations and disclose them on websites that meet the conditions prescribed by the China Securities Regulatory Commission within two working days after registration. In addition, after the end of the issuance of securities by a listed company to a specific target, the listed company shall, within two working days, prepare an issuance report as required and disclose it on a website that meets the conditions prescribed by the China Securities Regulatory Commission.


There are a total of 14 requirements for the application documents for the issuance of securities by companies listed on the Science and Technology Board. The main list is the specific catalogue of the application documents for the issuance of securities by companies listed on the Science and Technology Board. For the issuance of securities, application documents shall be prepared in accordance with the provisions of these Guidelines, and electronic documents shall be submitted through the Shanghai Stock Exchange’s listing and review business system. The

guidelines also point out that this list of application documents is the minimum requirement for the issuance of application documents. The SFC and the Exchange may require issuers, sponsors and related The securities service institution provides supplementary documents. Supplementary documents and related instructions should also be submitted through the Exchange Listing and Review Business System.