The "Registration Management Measures" require that issuers applying for initial public offerings of stocks and listing on the Science and Technology Innovation Board should comply with the positioning of the Science and Technology Innovation Board, facing the world's technological frontiers, facing the main economic battlefield, and facing major national needs. Priority will be given to supporting enterprises that are in line with national strategies, possess key core technologies, have outstanding scientific and technological innovation capabilities, mainly rely on core technologies to carry out production and operations, have stable business models, high market recognition, good social images, and strong growth potential. These 136 words clarify which companies can be listed on the Science and Technology Innovation Board.

In addition, the issuer is a joint-stock company established in accordance with the law and has been in continuous operation for more than 3 years. It has a sound and well-functioning organizational structure, and relevant institutions and personnel can perform their duties in accordance with the law. If a limited liability company is converted into a joint-stock company based on the original book net asset value, the continuing operation period can be calculated from the date of establishment of the limited liability company. Specifically, the conditions for listing on the Science and Technology Innovation Board include:

First, it must meet the issuance conditions stipulated by the China Securities Regulatory Commission;

Second, the total share capital after issuance shall not be less than RMB 30 million. Yuan;

Third, the publicly issued shares account for more than 25% of the company's total shares; if the company's total share capital exceeds RMB 400 million, the proportion of publicly issued shares is more than 10%;

The fourth is that the market value and financial indicators meet the standards stipulated in these rules;

The fifth is other listing conditions stipulated by the Shanghai Stock Exchange. Among them, the market value and financial indicators should meet at least one of the following standards:

First, the expected market value is not less than RMB 1 billion, the net profit in the past two years has been positive and the cumulative net profit is not less than RMB 50 million, or the expected market value is not less than RMB 1 billion, the net profit in the most recent year is positive and the operating income is not less than RMB 100 million;

Second, the estimated market value is not less than RMB 15 100 million yuan, the operating income in the last year is not less than RMB 200 million, and the cumulative R&D investment in the last three years accounts for no less than 15% of the cumulative operating income in the last three years;

The third is that the market value is not expected to be Less than RMB 2 billion, the operating income in the last year is not less than RMB 300 million, and the cumulative net cash flow generated from operating activities in the last three years is not less than RMB 100 million;

The fourth is The market value is expected to be no less than RMB 3 billion, and the operating income in the most recent year is no less than RMB 300 million;

Fifth, the market value is expected to be no less than RMB 4 billion, and the main business or products must be approved by the state. Approved by relevant departments, the market space is huge and phased results have been achieved. Enterprises in the pharmaceutical industry must have at least one core product approved to carry out phase II clinical trials, and other enterprises that meet the positioning of the Science and Technology Innovation Board must have obvious technical advantages and meet corresponding conditions.

In terms of issuance thresholds, the issuer needs to have a complete business and the ability to operate independently and continuously directly facing the market:

First, the assets are complete, the business, personnel, finance, and organization are independent, and There is no horizontal competition among the controlling shareholders, actual controllers and other companies they control that would have a significant adverse impact on the issuer, and there are no related transactions that seriously affect independence or are obviously unfair.

Second, the issuer’s main business, control rights, management team and core technical personnel are stable, and there have been no major adverse changes in the issuer’s main business, directors, senior managers and core technical personnel in the past two years; the holding company The ownership of the issuer's shares held by shareholders and shareholders controlled by controlling shareholders and actual controllers is clear, the actual controllers have not changed in the past two years, and there are no major ownership disputes that may lead to changes in control rights.

Third, the issuer does not have major ownership disputes over its main assets, core technologies, trademarks, etc., major debt repayment risks, major guarantees, litigation, arbitration and other contingencies, and the operating environment has or will have major changes. Changes and other matters that have a significant adverse impact on continued operations.

As for the issuance mechanism of the Science and Technology Innovation Board and the initial listing scale, Guotai Junan believes:

The registration system currently commonly implemented in the world is in principle that you can register and list if you meet the conditions. Regulatory authorities Implement ex-post supervision, that is, adopt loose principles when issuing and listing, but strictly supervise after listing.

The market’s understanding of the implementation of the registration system is that the huge expansion of listed companies will have a greater impact on market liquidity, but this concern is difficult to realize in the short term.

It is expected that the initial issuance scale of the Science and Technology Innovation Board will be less than 50 billion, and the number of issuers will be 20-50, which will divert the IPO scale of the traditional market to a certain extent.

In order to avoid having a major impact on the currently fragile market, the Science and Technology Innovation Board adopts the form of incremental reform. The number of listed companies is generally controllable, and the issuance rhythm will continue the existing style.

The listing and issuance price of the Science and Technology Innovation Board shall be determined through market-based price inquiry

For the initial public offering of stocks on the Science and Technology Innovation Board, securities companies and fund management companies registered with the Securities Association of China shall Professional institutional investors such as companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and private equity fund managers (hereinafter collectively referred to as offline investors) inquire to determine the stock issuance price. Issuers and lead underwriters can set specific conditions for offline investors in accordance with self-regulatory rules and disclose them in advance in the issuance announcement.

Offline investors can declare prices separately according to the different allotment target accounts managed. Each quotation should include the allotment target information, the price per share and the number of shares to be subscribed corresponding to the price. After the initial public offering stock price (or issuance price range) is determined, only offline investors who provide valid quotations can participate in the subscription of new shares.

Strategic investors stipulated in the "Measures for the Administration of Securities Issuance and Underwriting" may lend alloted stocks to securities finance companies within the promised holding period in accordance with regulations. After the lending period expires, the securities finance company shall return the borrowed stocks to the strategic investors. The specific rules for the sponsor's relevant subsidiaries or the sponsor's securities company's relevant subsidiaries to participate in the issuer's stock placement shall be separately stipulated by the exchange.

After obtaining the approval of registration from the China Securities Regulatory Commission, the issuer and the lead underwriter shall promptly report the issuance and underwriting plan to the exchange. If the exchange has no objections within 5 working days, the issuer and the lead underwriter may publish a prospectus and start the issuance work in accordance with the law.

As for determining the issuance price of the Science and Technology Innovation Board through market-based inquiry, Jiang Yu, president and director of Huatai United Securities, said:

The pricing system is the first step in any market-oriented reform. Core elements and footholds.

Leave pricing power to the full game between the issuer, lead underwriter and investors. Before the issuance, the issuer and the lead underwriter promote to investors through various forms of road shows. Investors independently judge the investment value of the enterprise and participate in quotations based on this, giving full play to the investment research capabilities of professional institutions.

It is not difficult to imagine that companies that have been screened by multi-dimensional standards will no longer be the same and will attract diversified funds with different expertise to enter the market; instead, they will be based on the professionalization of investors, with the participation of various parties. The price formed after the parties have fully played the game will have a more complete signaling and guiding role in resource allocation.

At the same time, some market professionals said that market-based inquiry may increase the possibility of issuance failure. Only when the inquiry reaches the expected market value can it be issued and listed. If it does not reach the expected market value, the issuance will fail, just like now Like fixed issuance, the issuance cannot be started casually, so pre-roadshow inquiry is very important. Red-chip companies with different rights for the same shares and red-chip companies can apply for the Science and Technology Innovation Board

Red-chip companies that apply for an initial public offering of stocks and be listed on the Science and Technology Innovation Board must also comply with the relevant regulations of the Science and Technology Innovation Board, but the company form can The legal provisions of the place of registration shall apply; if the company applies for the issuance of depositary receipts and is listed on the Science and Technology Innovation Board, the provisions of the issuance and listing review and registration procedures of the Science and Technology Innovation Board shall apply. For red-chip companies to be listed on the Science and Technology Innovation Board, the specific standards of "rapid growth in operating income, independent research and development, internationally leading technology, and a relatively advantageous position in competition in the same industry" apply.

Among them, red-chip enterprises that have not yet been listed overseas and have an expected market value of not less than RMB 10 billion are those with rapid operating income growth, independent research and development, internationally leading technology, and a relatively advantageous position in competition in the same industry. Or if the market value is expected to be no less than RMB 5 billion and the operating income in the most recent year is no less than RMB 500 million, it can apply to be listed on the Science and Technology Innovation Board.

In addition, regarding the listing of companies with different rights for the same shares on the Science and Technology Innovation Board, the regulations clearly state that if the issuer does not have differential voting rights arrangements before the initial public offering and listing, it shall not use it after the initial public offering and listing. Any way to set up such arrangements.

The total number of shares held by shareholders with special voting rights in a listed company should reach more than 10% of the company’s total issued shares with voting rights.

The number of voting rights for each special voting share shall be the same and shall not exceed 10 times the number of voting rights for each ordinary share.

Special voting rights shares may not be traded in the secondary market, but may be transferred in accordance with the relevant regulations of the Exchange.

As for the Science and Technology Innovation Board’s embrace of red-chip companies and companies with different rights for the same shares, Everbright Securities believes:

Companies listed on the Science and Technology Innovation Board allow “different rights for the same shares”: Take Alibaba, Baidu For example, the ideas and technologies of key figures such as founders are the key for enterprises to maintain the vitality of scientific and technological innovation. The dual-class share structure is conducive to ensuring that key figures in the company can still retain sufficient voting rights to control the company after listing.

Relax the requirements for the profitability of listed companies: The cases of JD.com and iQiyi show that the reason why Nasdaq can become a listing place for scientific and technological enterprises is precisely because it is a place that is "adapted to the conditions of the enterprise". The profit requirements for technological innovation companies have been relaxed.

The institutional design of the Science and Technology Innovation Board this time clarifies the five major listing standards, eliminates the mechanical dependence on profit requirements, and clarifies that the same shares are allowed to have different rights. The creation of this series of diverse and inclusive listing conditions is a step towards A major breakthrough in line with mature overseas markets.