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Listing Standards

Requirements for IPO and Listing on the Main Board and ChiNext of Shenzhen Stock Exchange

 

Requirements for IPO and Listing on the SZSE Main Board

 

Qualifications

l  The issuer is a company limited by shares and validly existing by law.

l  Unless otherwise approved by the State Council, the issuer shall have been in operation for a continuous period of three years or more after its establishment as a company limited by shares.

l  There has been no significant change in the issuer’s principal business, directors and senior management, or any change in its actual controller in the last three years.

Independence

l  The issuer has a complete business system and the ability to operate independently in the market.

l  Five independences: independence in assets, personnel, financial affairs, organization and business.

l  The issuer is independent in business from its controlling shareholder, actual controller and any other enterprise under their control, and there is no inter-trade competition or unconscionable related party transaction with its controlling shareholder, actual controller and any other enterprise under their control.

Corporate Governance

l  The issuer has lawfully established sound systems of general meetings, the board of directors, the board of supervisors, independent directors and the secretary to the board of directors.

l  The issuer’s system of internal controls is sound and effectively implemented.

l  The issuer and its directors, supervisors and senior officers have not committed severe violations of laws and regulations within the last 36 months; investors’ lawful rights and interests and the public interest are not seriously damaged otherwise; and the issuer and its directors, supervisors and senior officers have not been publicly censured by the stock exchange within the last 12 months..

l  The issuer’s articles of association has specified the approval authority and the deliberation procedures for external guarantees, and no guarantee has improperly provided for its controlling shareholder, actual controller or any other enterprise under their control.

l  The issuer has a strict fund management system and has not have its funds used by its controlling shareholder, actual controller or any other enterprise under their control in the name of borrowings, debt repayments, advance payments or any other means.

Financials

l  Its net profit has been positive in the last three financial years with the aggregate amount exceeding RMB 30 million (before and after deducting non-recurring gains and losses, whichever is lower).

l  Its accumulated net cash flows from operating activities over the last three financial years exceed RMB 50 million; or its accumulated operating income over the last three financial years exceeds RMB 300 million.

l  Its total share capital before the IPO is not less than RMB 30 million; its intangible assets do not exceed 20% of its net assets at the end of the latest period; and no loss has not been made up for in the latest period.

l  The issuer’s internal controls are effective in all material respects; its basic accounting practice is proper; and its financial reports do not contain any false records.

l  The issuer is not involved in any circumstances which adversely affect its sustainable profitability.

Use of Proceeds

l  The proceeds raised shall have specified uses and be used, in principle, for principal business.

l  The amount of the proceeds or the proposed investment project shall be commensurate with the issuer’s existing production and operation scale, financial status, technical level and management ability.

l  The uses of the proceeds shall conform to the industrial policies of the state and the laws and administrative regulations on investment administration, environmental protection and land administration.

l  The implementation of the project to be funded by the proceeds will not lead to inter-trade competition or have adverse effect on the independence of the issuer.

l  The issuer shall establish a special deposit system for the proceeds and such proceeds shall be deposited in the special account determined by the board of directors.

Share Capital and Public Float

l  The proportion of public float ≥25% if the post-IPO share capital < 400 million shares; or ≥10% if the post-IPO share capital > RMB 400 million.

Note: If the issuer also has free-float H shares, the public float shall include both H shares and A shares.

  

Requirements for IPO and Listing on the SZSE ChiNext Market

 

Qualifications

l  The issuer is a company limited by shares, duly established and in operation for a continuous period of three years; it has sound and well-functioning organization; and relevant departments and personnel can perform their duties according to law.

l  If a limited liability company is wholly converted into a company limited by shares according to the original book value of its net assets, the continuous operating period shall be calculated from the date the limited liability company was established.

l  The issuer’s principal business, controlling power and management team are stable, and there has been no significant adverse change in its principal business, directors and senior management; the ownership of shares held by the controlling shareholder, or by the shareholder controlled by the controlling shareholder or actual controller is well-defined, and in the last two years, there has been no change in its actual controller and no major ownership dispute that may lead to change of controlling power.

Independence

l  The issuer’s business is complete and it has the ability to operate independently in the market; its assets are integral and it is independent in business, personnel, financial affairs and organization, there is no inter-trade competition with its controlling shareholder, actual controller and any other enterprise under their control which has significant adverse effect on the issuer, and there is no related party transaction that has significant effect on the issuer’s independence or is unconscionable.

Corporate Governance

l  The issuer’s basic accounting practice is proper and its preparation and disclosure of the financial statements is in compliance with the Accounting Standards for Business Enterprises and relevant information disclosure rules, and fairly reflects in all material respects its financial position, the results of operations and cash flows, and its financial report has been issued an unqualified opinion by a CPA in the last three years.

l  The issuer’s system of internal controls is sound and effectively implemented, can reasonably ensure the operation efficiency and legal and regulatory compliance of the company and the reliability of its financial report, and obtained an unqualified internal control certification report issued by a CPA.

Compliance

l  The business operations of the issuer comply with laws and administrative regulations and the state's industrial policies. Within the last three years, the issuer and its controlling shareholder or actual controller have not committed the crime of corruption, bribery, encroaching upon property, misappropriating property or sabotaging the socialist market economic order, not been involved in fraudulent listing or severe violation of law on information disclosure or other major illegal acts relating to national security, public security, ecological safety, production safety, public health and safety, etc.

l  Its directors, supervisors and senior officers have not been subject to any administrative penalties from the CSRC in the last three years, or not been investigated by the judicial authorities for suspected crimes or investigated by the CSRC for suspected malfeasances and no definite conclusion has been issued.

l  The issuer is not involved in any major ownership dispute with regard to its major assets, core technologies or trade marks, not subject to any major debt repayment risk, and not involved in contingent events such as major guarantees, lawsuits or arbitration proceedings, or other events which will adversely affect its continuing operations, such as existing or impending significant change in its business environment.

Financials

l  If the issuer is a domestic enterprise and has no differentiated voting rights arrangement, it shall at least meet one of the following criteria in terms of market capitalization and financial indicators: (1) Its net profit has been positive for the last two years with the aggregate amount no less than RMB 50 million; (2) Its estimated market capitalization is no less than RMB 1 billion, and its net profit for the last year is positive with the operating income no less than RMB 100 million; (3) Its estimated market capitalization is no less than RMB 5 billion, and its operating income for the last year is no less than RMB 300 million.

l  If the issuer is a red chip enterprise with differentiated voting rights arrangement, it shall at least meet one of the following criteria in terms of market capitalization and financial indicators: (1) Its estimated market capitalization is no less than RMB 10 billion, and its net profit for the last year is positive; (2) Its estimated market capitalization is no less than RMB 5 billion, and its net profit for the last year is positive with the operating income no less than RMB 500 million.

Share Capital and Public Float

l  The post-IPO share capital is no less than RMB 30 million.

l  The proportion of public float ≥25%; or ≥10% if the post-IPO share capital > RMB 400 million.