上证发〔2020〕号44
Participants in various markets:
In order to further implement the “Opinions on the Implementation of the Pilot Registration System for the Establishment of the Science and Technology Board on the Shanghai Stock Exchange”, relevant red chip companies Can apply for the issuance of stocks or depository receipts and be listed on the Science and Technology Board. It clarifies the relevant matters, information disclosure requirements and continuous supervision requirements for red chip companies to apply for the Science and Technology Board. Combining with the issues found in the issuance and listing review, it is approved by the China Securities Regulatory Commission. , Shanghai Stock Exchange (hereinafter referred to as the Stock Exchange) is hereby notified of the relevant matters as follows:
First, the treatment of priority rights in the valuation adjustment agreement
Red chip enterprises issue shares or convertible bonds with priority rights such as agreed redemption rights to investors such as PE and VC (collectively referred to as preferred shares hereinafter). The issuer and investors shall agree and Committed not to exercise priority rights during the reporting and issuance process, and to terminate priority rights and convert to common shares before listing. The investor shall apply the corresponding lock-up period requirements according to the point in time when it acquires preferred shares.
The issuer should disclose in the prospectus the shareholding and rights agreement of the preferred shares, the conversion arrangements and the changes in shareholder rights, the conversion of the share capital structure of the issuer, the company The impact of governance and financial statements, lock-in arrangements and commitments, etc., and adequate risk warnings.
Sponsors, issuer’s lawyers and reporting accountants should check the background of the preference investors’ shareholding and the relevant rights and agreements, and make arrangements for the conversion and shareholders before and after the conversion Changes in rights, the specific impact of the conversion of shares on the issuer, whether the relevant commitments and the lock-up period of the shares meet the requirements, etc., issued special verification opinions.
After the issuer is approved for listing, it should terminate the priority rights and convert into ordinary shares in time with the investor in accordance with the agreement and commitment. The issuer shall explain the results of the share transfer and its actual impact on the issuer’s share capital structure, corporate governance and financial statements in the application for listing of stocks or depositary receipts submitted to the Exchange. Sponsors, issuer lawyers and accountants should check and express their opinions on the completion of the conversion of preferred shares and their impact.
Second, the adjustment of the listing conditions of red chip enterprises applies
Article 2.1.1 of the Shanghai Stock Exchange Science and Technology Board Listing Rules (hereinafter referred to as the “Listing Rules”) stipulates the listing conditions for the Science and Technology Board’s initial public offering of shares, which involves the calculation of the total share capital. Considering that the corporate form, stock par value and equity requirements of red-chip companies are quite different from the domestic market, and the relevant arrangements are within the scope of corporate governance, the specific listing conditions for red-chip companies are adjusted and applied.
When a red-chip company issues stocks, when the second rule of Article 2.1.1 of the Listing Rules is applied, it is adjusted to “the total number of shares after issuance is not less than 30 million shares”; When the third paragraph of Article 2.1.1 is adjusted to “publicly issued shares reaching more than 25% of the company’s total shares; if the total number of company shares exceeds 400 million shares, the proportion of publicly issued shares is more than 10%.”
When a red-chip company issues depositary receipts, it shall be adjusted to “the total depository receipts after issuance” when the second paragraph of Article 2.1.1 of the Listing Rules is applied The number of copies is not less than 30 million copies”; when the second paragraph of Article 2.1.1 is applied, it is adjusted to “the base shares of the publicly issued depositary receipts account for more than 25% of the total number of company shares; the depository after issuance If the total number of vouchers exceeds 400 million, the public offering of depositary receipts corresponds to the basic shares reaching more than 10% of the company’s total shares.”
Three. Applicable to “fast operating income The specific standards for the “growth” requirement
Red chip companies that have not been listed overseas have applied for listing on the Science and Technology Board, and the twenty-third rules of the Science and Technology Board’s Stock Issuance and Listing Rules apply Article 2 and the provisions of “Listing Rules” Article 2.1.3 on “Rapid Growth in Operating Income” shall meet one of the following standards:
(1) If the operating income in the most recent year is not less than RMB 500 million, the compound growth rate of operating income in the past three years shall be more than 10%;
(2) The operating income in the most recent year is low For RMB 500 million, the compound annual growth rate of operating income in the past three years is more than 20%;
(3) The industry as a whole is in a downward trend due to factors such as cyclical fluctuations in the industry In the cyclical period, the issuer’s compound revenue growth rate in the past three years is higher than the average growth rate of comparable companies in the same industry over the same period.
Red chip companies and innovations in the country that are in the R&D stage Red-chip companies with important development strategies are not applicable”Growth” above requirements.
Four, the adjustment of red chip companies related to the delisting situation applies
When a red-chip company issues stocks, when the first paragraph of item 12.3.1 of the Listing Rules is applied, it is adjusted to “The stock closing price is low for 20 consecutive trading days. At RMB 1”.
When a red-chip company issues depositary receipts, it shall be adjusted to “The accumulated transaction volume of depositary receipts achieved through the trading system of the Exchange for 120 consecutive trading days is less than 2 million copies”; when the second paragraph of Article 12.3.1 is applied, it is adjusted to “depositary deposits for 20 consecutive trading days” The value of the closing price of the certificate multiplied by the conversion ratio of the depositary receipt and the underlying stock is less than 1 yuan”; when the first paragraph of Article 12.3.1 is applied, it is adjusted to “the market value of the depositary receipt for 20 consecutive trading days” Both are less than 300 million yuan,” Article 12.3.1, paragraph 1, item 4 regarding the number of shareholders delisting is not applicable.
is hereby notified.
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Shanghai Stock Exchange
June 5, 2020