Measures for the Administration of the Registration of IPO Stocks on the Science and Technology Innovation Board (for Trial Implementation)

Measures for the Administration of the Registration of IPO Stocks on the Science and Technology Innovation Board (for Trial Implementation) Order of the China Securities Regulatory Commission (No. 153) The Measures for the Administration of the Registration of IPO Stocks on the Science and Technology Innovation Board (for Trial Implementation), as deliberated and adopted at the 1st chairman's executive meeting of the China Securities Regulatory Commission on March 1, 2019, are hereby issued, and shall come into force on the date of issuance. Chairman of the China Securities Regulatory Commission: Yi Huiman March 1, 2019 Measures for the Administration of the Registration of IPO Stocks on the Science and Technology Innovation Board (for Trial Implementation) Chapter I General Provisions Article 1 For the purposes of regulating the activities relating to the IPO of stocks in the pilot program of the registration system on the science and technology innovation board of the Shanghai Stock Exchange, and protecting the lawful rights and interests of investors and public interest, these Measures are developed 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 on Authorizing the State Council to Adjust the Application of Relevant Provisions of the Securities Law of the People's Republic of China in the Implementation of the Stock Issuance Registration System Reform, the Decision of the Standing Committee of the National People's Congress on Extending the Period of Authorizing the State Council to Adjust the Application of Relevant Provisions of the Securities Law of the People's Republic of China in the Implementation of the Stock Issuance Registration System Reform, the Implementation Opinions on Setting up the Science and Technology Innovation Board and Launching the Pilot Program of the Registration System on the Shanghai Stock Exchange and relevant laws and regulations. Article 2 These Measures shall apply to the IPO of stocks within the territory of the People's Republic of China and listing on the science and technology innovation board (hereinafter referred to as the “sci-tech board”) of the Shanghai Stock Exchange. Article 3 The issuer's application for the IPO and listing of a stock on the sci-tech board shall be in line with the position of the sci-tech board, target at the most advanced science and technology in the world, so as to compete in the main economic battlefield, and satisfy major demand of the state. Priority shall be given to supporting enterprises that are in line with national strategies, have key core technologies, prominent scientific and technological innovation capability, mainly conduct production and business operation relying on core technologies, and have a stable business mode, high market recognition, a good social image, and relatively strong growth. Article 4 The IPO and listing of stocks on the sci-tech board shall meet the offering conditions, listing conditions and relevant information disclosure requirements, be subject to the offering and listing examination of the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) and reported to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) for fulfilling offering registration procedures. Article 5 As the primary person responsible for information disclosure, an issuer shall have good faith, fully disclose the information required by investors for making value judgments and investment decisions in accordance with the law, and the information disclosed must be true, accurate and complete, and contain no false records, misleading statements, or material omissions. The issuer shall provide the sponsor and securities service provider with true, accurate and complete financial accounting materials and other materials in a timely manner, and fully cooperate with relevant institutions in conducting due diligence and other relevant work. The controlling shareholder or actual controller of the issuer shall fully cooperate with relevant institutions in conducting due diligence and other relevant work, and shall not require or assist the issuer's concealment of the information that shall be disclosed. Article 6 The sponsor shall have good faith and perform duties in a diligent manner, and in accordance with the requirements of legally developed business rules and industry self-regulatory rules, fully understand the issuer's business operation and risks, conduct comprehensive inspection and verification of registration application documents and information disclosure materials, independently make professional judgments on whether the issuer meets the offering conditions and listing conditions, make recommendation decisions in a prudential manner, and be responsible for the authenticity, accuracy and integrity of the prospectus and relevant documents issued by it. Article 7 A securities service provider shall, in strict accordance with the business rules and industry self-regulatory rules developed in accordance with the law, perform its duties in a prudential manner, make professional judgments and assertions, and verify the authenticity, accuracy and integrity of the content of the prospectus relating to its professional duties and the documents issued by it. The securities service provider and its relevant practitioners shall perform special duty of care for business matters relating to the profession, perform ordinary duty of care for other business matters, and assume corresponding legal liability. Article 8 Agreeing the registration of the issuer's IPO stock does not indicate a substantial judgment or guarantee on the investment value of the stock or the investors' income, or the guarantee of the CSRC and the SSE on the authenticity, accuracy and integrity of registration application documents. Article 9 After a stock is offered in accordance with the law, any investment risk incurred from any change of the issuer's business operation or proceeds shall be borne by investors themselves. Chapter II Offering Conditions Article 10 The issuer is a legally formed joint stock company which has conducted business operation for three or more consecutive years, has a sound and well-functioning organizational structure, and relevant institutions and personnel can perform their duties in accordance with the law. Where a limited liability company in its entirety is modified into a joint stock company by conversion of the book value of its net assets into shares, the consecutive years of operation may be calculated from the date of formation of the limited liability company. Article 11 The basic accounting work of an issuer shall be standardized, and its financial statements shall be prepared and disclosed in accordance with the accounting standards for business enterprises and the relevant information disclosure rules, and fairly reflect the financial status, operating results and cash flow of the issuer in all important aspects, for which an auditing report with an unqualified opinion shall be issued by a certified public accountant. The internal control rules of the issuer shall be sound and effectively implemented, rationally guarantee the operation efficiency, compliance with laws and regulations, and reliability of financial reports of the company, for which an internal control authentication report with an unqualified conclusion shall be issued by a certified public accountant. Article 12 The issuer's business is complete and it is able to conduct business operation in an independent and continuous manner in the market: (1) The issuer has complete assets, independent business and personnel, finance and institution, has no horizontal competition with the controlling shareholder, the actual controller and other enterprises controlled by it, which has material adverse effects on the issuer, and has no affiliated transaction which seriously affects its independence or is evidently unfair. (2) The issuer's main business, control right, management team and core technicians are stable. In the past two years, the main business and directors, senior executives and core technicians do not have any significant adverse change; the ownership of the issuer's shares held by the controlling shareholder and shareholders controlled by the controlling shareholder and the actual controller is clear, the actual controller has no change in the past two years, and there is no significant dispute over ownership that may result in the possible change of the control right. (3) The issuer does not have major disputes over the ownership of major assets, core technologies and trademarks, among others, major debt repayment risks, major guarantee, litigation, arbitration, or other contingencies, and the business environment has or will have major changes, or any other matter which has material adverse effects on its sustainable business operation. Article 13 The issuer's production and business operation comply with the provisions of laws and administrative regulations, and are in line with the industry policies of the state. In the past three years, the issuer and its controlling shareholder and actual controller have no criminal offence of corruption, bribery, encroachment of property, misappropriation of property or disrupting the order of the socialist market economy, have no fraudulent offering, major violation of law in information disclosure or any other major violation of law involving national security, public security, ecological safety, work safety, public health and safety or any other field. No director, supervisor or senior executive has received any administrative punishment by the CSRC in the past three years, or is under official investigation by the judicial authority for any suspected crime or by the CSRC for any suspected violation of laws and regulations, and there is no specific conclusive opinion. Chapter III Registration Procedures Article 14 The board of directors of an issuer shall make a resolution on the specific plan for the current offering of the stock in accordance with the law, the feasibility of the use of funds raised this time, and other matters that must be specified, and submit it to the shareholders' meeting for approval. Article 15 The shareholders' meeting of an issuer shall make a resolution on the current offering of a stock, which shall, at a minimum, include the following matters: (1) Type and quantity of the stock offered to the public this time. (2) Investors to which the stock is offered. (3) Manner of offering. (4) Uses of funds to be raised. (5) Plan on the distribution of accumulated profits before the offering. (6) Period of validity of the resolution. (7) Authorization to the board of directors on the handling of specific matters concerning the current offering. (8) Other matters that must be specified. Article 16 When an issuer applies for the IPO and listing of a stock on the sci-tech board, it shall produce registration application documents in accordance with the relevant provisions of the CSRC, which shall be sponsored by the sponsor and declared to the SSE. After receiving the registration application documents, the SSE shall make a decision on whether to accept the application within five working days. Article 17 From the date when registration application documents are accepted, the issuer and its controlling shareholder, actual controller, directors, supervisors, senior executives, and the sponsor and securities service provider relating to the public offering and listing of the stock and relevant liable persons shall assume corresponding legal liability. Article 18 After registration application documents are accepted, they shall not be modified without the consent of the CSRC or the SSE. Where any major matter occurs, the issuer, sponsor and securities service provider shall report to the SSE in a timely manner and update the registration application documents and information disclosure materials as required. Article 19 The SSE shall set up an independent examination department to be responsible for examining the issuers' public offering and listing applications. It shall establish the scientific and technological innovation advisory committee to provide professional consulting and policy suggestions for the construction of the sci-tech board and offering and listing examination; and shall establish the sci-tech board stock listing committee to be responsible for offering deliberation opinions on the examination report issued by the examination department and the issuer's application documents. The SSE shall conduct examination mainly by raising examination inquiries to the issuer and the issuer's answering of questions, and determine whether the issuer meets the offering conditions, listing conditions and information disclosure requirements based on the position of the sci-tech board. Article 20 The SSE shall, according to the prescribed conditions and procedures, offer an examination opinion on whether to approve or disapprove the issuer's public offering and listing of the stock. If the SSE approves the issuer's public offering and listing of a stock, it shall submit the examination opinion, the issuer's registration application documents and relevant examination materials to the CSRC for fulfilling offering registration procedures. If the SSE disapproves the issuer's public offering and listing of a stock, it shall make the examination decision to terminate the offering and listing. Article 21 The SSE shall form an examination opinion within three months from the date when registration application documents are accepted. The time when the issuer supplements and amends registration application documents as required, and the SSE conducts on-site inspection of the issuer according to relevant provisions, or requires the sponsor and securities service provider to conduct the special inspection of relevant matters shall not be included. Article 22 The SSE shall improve the transparency of the examination work, accept social supervision, and disclose the following matters: (1) Offering and listing examination standards and procedures and other business rules for offering and listing examination, and the relevant regulatory questions and answers. (2) The list of enterprises under examination, the basic information of the enterprises and the examination work process. (3) Offering and listing examination inquiries and replies, unless any state secret or trade secret of the issuer is involved. (4) The time when the meeting of the listing committee is convened, the list of members participating in the meeting, the list of the issuers under deliberation, the deliberation results and on-site inquiries. (5) Self-regulatory measures or disciplinary actions taken against the entities relating to the public offering and listing of stocks. (6) Other matters prescribed by the SSE. Article 23 The CSRC shall perform offering registration procedures after receiving the examination opinion submitted by the SSE, the issuer's registration application documents and relevant examination materials. With respect to the offering registration, attention shall be paid to whether the content subject to the SSE's offering and listing examination has any omissions, whether examination procedures comply with the relevant provisions, and whether the issuer complies with the relevant provisions in major aspects of the offering conditions and information disclosure requirements. If the CSRC is of the opinion that any matter shall be further explained or implemented, it may require the SSE to make further inquiries. Where the CSRC is of the opinion that the SSE fails to pay attention to major matters affecting the offering conditions or the basis for the SSE's examination opinion is evidently insufficient, it may require the SSE to conduct supplementary examination. If the SSE agrees to the issuer's public offering and listing of the stock after supplementary examination, it shall submit the examination opinion and relevant materials to the CSRC once again, and the registration period prescribed in Article 24 of these Measures shall be recalculated. Article 24 The CSRC shall, within 20 working days, decide whether to approve or disapprove the registration on the issuer's registration application. If the issuer supplements or amends the registration application documents as required, the time when the CSRC requires the SSE to conduct further inquiry, and the CSRC requires the sponsor and......