The first is to further improve the national share transfer system for small and medium-sized enterprises.
(hereinafter referred to as the national share transfer system) gives play to the market function and implements differentiated system guarantee.
Line, according to the "the State Council on issues related to the national share transfer system for small and medium-sized enterprises"
The decision of the topic, the Measures for the Supervision and Administration of Unlisted Public Companies and other laws and regulations.
These Measures are formulated by departmental rules and other normative documents.
Article 2 This Exchange is applicable to the hierarchical management of listed companies in the national share transfer system.
Law.
Article 3 The hierarchical management of listed companies shall follow the principles of marketization, openness, fairness and impartiality.
The principle of justice, and earnestly safeguard the legitimate rights and interests of listed companies and market participants.
The market hierarchy of listed companies and its adjustment do not represent small and medium-sized enterprises in China.
Industry share transfer system Co., Ltd. (hereinafter referred to as the national share transfer company)
Judgement of investment value of listed companies.
Article 4 The national share transfer system consists of a basic layer, an innovation layer and a selection layer.
Listed companies that meet different conditions are managed at different market levels.
Article 5 National share transfer companies shall formulate objective differentiated access at all levels.
And adjust the market level of listed companies accordingly.
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Article 6 National share transfer companies shall determine the market level of listed companies.
Period and immediate adjustment mechanism.
National share transfer companies can enter and adjust according to the level of listed companies.
Yes, intermediaries such as listed companies, sponsoring brokers or sponsors are required.
Related materials.
Article 7 The level entry and adjustment of listed companies shall be connected by the National Stock Transfer Company.
The licensing committee deliberates and forms deliberation opinions. Merger and listing of national share transfer companies
The deliberations of the Committee shall be decided. According to the regulations, it is exempt from the joint review of the listing Committee.
Except for the matters discussed.
Hierarchical entry and adjustment decision of listed companies to national share transfer companies
If you have any objection, you can apply for a review in accordance with the relevant provisions of the national share transfer company.
Article 8 National share transfer companies shall make differentiated investments at all market levels.
Appropriate standards, stock trading methods, issuance and financing systems and differences.
Corporate governance and information disclosure requirements.
The national share transfer company reveals the securities trading markets at various market levels respectively,
Display information disclosure documents to provide differentiated services for listed companies at all market levels.
Service.
Ninth in line with the China Securities Regulatory Commission, the stock exchange and the national share transfer company.
Listed companies selected in the relevant provisions may apply directly to the stock exchange.
Listed transactions.
Chapter II Access Conditions at Various Market Levels
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Article 10 A company applying for listing meets the listing requirements, but it has not entered the innovation layer.
, should enter the basic layer from the date of listing.
If a listed company does not enter the innovation layer and the selection layer, it shall enter the basic layer.
Article 11 A listed company entering the innovation layer shall meet the following conditions
One:
(a) the net profit in the last two years is not less than 6.5438+million yuan.
The weighted average return on equity is not less than 8% on average, and the total share capital is not less than 8%.
20 million yuan;
(two) the average operating income in the last two years is not less than 60 million yuan, and holds
Sustained growth, the compound annual growth rate is not less than 50%, and the total share capital is not less than
20 million yuan;
(3) There have been 60 market-making or call auction trading days recently.
The average market value is not less than 600 million yuan, and the total share capital is not less than 50 million yuan; adopt
For market transactions, the number of market makers shall not be less than 6.
Article 12 A listed company entering the innovation layer shall also meet the following requirements
Conditions:
(a) the company has completed the directional issuance of shares (including priority) since listing.
Shares), and the cumulative amount of issuance financing is not less than 6.5438+million yuan;
(2) It meets the requirements for the suitability of grassroots investors in the national share transfer system.
The number of qualified investors is not less than 50;
(3) Its net assets at the end of the most recent year are not negative;
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(4) The corporate governance is sound, which is formulated and disclosed by the shareholders' meeting and the board of directors.
Supervisory board system, foreign investment management system, external guarantee management system,
Related party transaction management system, investor relationship management system and profit distribution management.
System and commitment management system; The establishment of the secretary of the board of directors has been realized nationwide.
Qualifications of secretary of the board of directors of companies listed in the share transfer system;
(5) Other conditions stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company.
Thirteenth listed companies or other related entities in the recent 12 months or
During the level adjustment period, a listed company may not enter the innovation layer under any of the following circumstances.
New layer:
(1) The listed company or its controlling shareholder or actual controller is corrupt,
Bribery, corruption, misappropriation of property or undermining the order of the socialist market economy
Criminal offence of disrupting order; There is fraudulent issuance, illegal disclosure of material information or its
He involves national security, public security, ecological security, production safety and the public.
Major violations in the field of health and safety;
(2) A listed company or its controlling shareholder, actual controller, director,
Supervisors and senior managers are subject to administrative measures by the China Securities Regulatory Commission and its dispatched offices.
Punishment; Or because of illegal acts in the securities market of the national share transfer company.
Public condemnation by legal regulatory agencies;
(3) A listed company or its controlling shareholder, actual controller, director,
Supervisors and senior managers are being investigated by judicial organs for suspected crimes.
Suspected of violating laws and regulations is being investigated by China Securities Regulatory Commission and its dispatched offices.
There is no clear conclusion;
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(4) The listed company or its controlling shareholder or actual controller is listed as a loss.
The text and situation of the list of persons subjected to execution have not been eliminated;
(5) Failing to end in each fiscal year in accordance with the provisions of the national share transfer company.
Prepare and disclose the annual report within 4 months from the date, or not in each fiscal year.
Prepare and disclose the semi-annual report within 2 months from the end of the first half of the year;
(6) The financial and accounting reports for the last two years have been issued by accounting firms.
Audit report of standard audit opinion; Only according to the second paragraph of article eleventh of these measures.
The provisions of the standard have entered the innovation level, and the financial and accounting reports for the last three years are made by accountants.
Audit report of non-standard audit opinions issued by the firm;
(seven) other circumstances stipulated by the China Securities Regulatory Commission and the national share transfer company.
Article 14 A company applying for listing meets both the listing conditions and the following conditions.
, from the date of listing into the innovation layer:
(a) in accordance with the provisions of the first or second paragraph of article eleventh of these measures;
Or adopt the market-making transaction method when listing, and complete the listing and directional listing at the same time.
After the stock transaction, the market value of the company's stock is not less than 600 million yuan, and the total share capital is not less than.
50 million yuan, the number of market makers is not less than 6, and market makers make market shares.
All obtained through this directional issuance;
(two) the completion of listing and directional issuance of shares, and the amount of financing is not low.
654.38+million yuan;
(three) after the completion of the listing and directional issuance of shares, it meets the conditions of national share transfer.
The number of qualified investors with investor suitability conditions at the grassroots level of the system shall not be less than 50.
People;
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(four) in accordance with the provisions of the third and fourth items of article twelfth of these measures;
(5) Items 1 to 4 and 6 of Article 13 of these Measures do not exist.
Project situation;
(six) other conditions stipulated by the China Securities Regulatory Commission and the national share transfer company.
The market value mentioned in the preceding paragraph refers to the simultaneous directional issuance of listed companies.
The market value of the stock at the price.
The 15th innovation of the national share transfer system 12 months.
Listed companies on the first floor can apply for public offering and enter the selected floor.
A listed company shall meet the following requirements when applying for public offering of shares and entering the selection layer.
One of the column conditions:
(a) the market value is not less than 200 million yuan, and the net profit in the last two years is not less than.
150,000 yuan and the weighted average return on equity is not less than 8% on average, or the most
Its net profit in the latest year is not less than 25 million yuan, and its weighted average return on equity is not less than 25 million yuan.
Less than 8%;
(two) the market value is not less than 400 million yuan, and the average operating income in the last two years is not low.
654.38 billion yuan, and the growth rate of operating income in the last year is not less than 30%. In the last year,
The annual net cash flow generated by operating activities is positive;
(three) the market value is not less than 800 million yuan, and the operating income in the latest year is not less than 2.
100 million yuan, the total R&D investment in the last two years accounted for the total operating income in the last two years.
Not less than 8%;
(four) the market value is not less than1500 million yuan, and the total investment in research and development in the last two years is not less than.
Less than 50 million yuan.
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The market value mentioned in the preceding paragraph refers to the listing of listed companies to unspecified qualified investors.
Market value of shares calculated by Development Bank (hereinafter referred to as public offering).
Sixteenth listed companies have completed public offering and entered the selection layer, except.
In addition to the conditions stipulated in Article 15 of these Measures, the following provisions shall also be met.
Number of pieces:
(1) Its net assets at the end of the most recent year are not less than 50 million yuan;
(2) Public offering of not less than 6,543,800 shares, with many issuers.
In 100 people;
(3) After the public offering, the total share capital of the company shall not be less than 30 million yuan;
(4) After the public offering, the number of shareholders of the company shall not be less than 200, and it shall be made public.
The shareholding ratio of shareholders shall not be less than 25% of the total share capital of the company; Total share capital of the company
More than 400 million yuan, the proportion of public shareholders is not less than the company's total share capital.
10%;
(5) Other conditions stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company.
Public shareholders refer to shareholders of listed companies except the following shareholders:
(1) Shareholders holding more than 65,438+00% of the company's shares and their concerted actions;
(2) Directors, supervisors and senior managers of the company and their close relationships.
Family members who directly or indirectly serve as directors, supervisors and senior managers of the company.
A controlled legal person or other organization. Close family members, including spouses.
Spouses, children and their spouses, parents and spouses' parents, brothers and sisters and their spouses.
Siblings of spouses, parents of children's spouses.
Seventeenth listed companies or other affiliated units in any of the following circumstances
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, listed companies are not allowed to enter the selected layer:
(1) The information of the listed company or its controlling shareholder or actual controller in the last three years.
There is the situation stipulated in the first paragraph of Article 13 of these Measures;
(2) A listed company or its controlling shareholder, actual controller, director,
The supervisors and senior managers have the situations listed in Article 13 of these Measures in the last 12 months.
Two provisions;
(three) the provisions of article thirteenth to fifth;
(4) The financial and accounting reports for the last three years have been issued by accounting firms.
Audit report of standard audit opinion;
(5) The public listing method stipulated by the China Securities Regulatory Commission and the National Share Transfer Company.
The branch is stable in operation, directly facing the market, and has strong independent and sustainable operation ability.
Have a significant adverse impact, or damage the interests of listed companies and other circumstances.
Chapter III Market Exit at All Levels
Eighteenth innovative listed companies in any of the following circumstances, the state
Share transfer companies regularly transfer them out of the innovation layer:
(a) the net profit in the last two years is negative, and the operating income is lower than.
30 million yuan, or the net profit in the latest year is negative, and the operating income is lower than
100000 yuan;
(2) Its net assets at the end of the most recent year are negative;
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(3) Whether the financial accounting report of the last year has been issued by an accounting firm.
Audit reports with clear opinions or unable to express opinions;
(4) Other circumstances stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company.
Only according to the third paragraph of article eleventh or the first paragraph of article fourteenth of these measures.
The preceding paragraph does not apply to listed companies that enter the innovation layer according to the market value standard specified in the first paragraph.
The provisions of the first paragraph.
Nineteenth innovative listed companies in any of the following circumstances, the state
The share transfer company immediately transferred it out of the innovation layer:
(a) 60 consecutive trading days, in line with the national share transfer system innovation layer investment.
There are less than 50 qualified investors with investor suitability conditions;
(2) For 60 consecutive trading days, the daily closing price of the stock is lower than that of each share.
Face value;
(3) Failing to end in each fiscal year in accordance with the provisions of the national share transfer company.
Prepare and disclose the annual report within 4 months from the date, or not in each fiscal year.
Prepare and disclose the semi-annual report within 2 months from the end of the first half of the year;
(4) The listed company has been affected by different events in the last 24 months after entering the market.
To the China Securities Regulatory Commission and its dispatched offices for administrative punishment or to the national share transfer company for publicity.
The cumulative number of reprimands has reached 2 times, or criminal punishment has been imposed;
(five) due to the correction of the annual report, it does not meet the market level when entering the layer.
Level access conditions, or the first paragraph of article eighteenth of these measures.
Three provisions;
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(six) does not meet the market access conditions, but based on false materials.
Expected entry;
(seven) only according to the third paragraph of article eleventh or the first paragraph of article fourteenth.
The market value standard stipulated in the first paragraph of this paragraph has entered the innovation layer of listed companies and continues.
60 trading days, the stock market value is less than 200 million yuan;
(eight) other circumstances stipulated by the China Securities Regulatory Commission and the national share transfer company.
Twentieth selection of listed companies in any of the following circumstances, the whole country
The share transfer company will regularly transfer it out of the selection layer:
(a) the net profit in the last two years is negative, and the operating income is lower than.
50 million yuan, or the net profit in the latest year is negative, and the operating income is lower than
30 million yuan;
(2) Its net assets at the end of the most recent year are negative;
(3) Whether the financial accounting report of the last year has been issued by an accounting firm.
Audit reports with clear opinions or unable to express opinions;
(4) Other circumstances stipulated by the China Securities Regulatory Commission and the National Stock Transfer Company.
Only according to the provisions of item 4, paragraph 2 of Article 15 of these Measures, enter the selected layer.
The provisions of the first paragraph of the preceding paragraph shall not apply to listed companies.
Article 21 Under any of the following circumstances,
The national share transfer company immediately transferred it out of the selected layer:
(a) the provisions of the second to fourth and sixth items of article nineteenth of these measures.
Situation;
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(2) For 60 consecutive trading days, the shareholding ratio of public shareholders is lower than that of public shareholders.
25% of the company's total share capital; The company's total share capital exceeded 400 million yuan for 60 consecutive years.
The shareholding ratio of public shareholders is lower than the total share capital of the company in the latest trading day.
10%;
(3) The number of shareholders is less than 200 for 60 consecutive trading days;
(four) due to the correction of the annual report, it does not meet the market level when entering the layer.
Level access conditions, or the first paragraph of Article 1 to Article 20 of these Measures.
Three provisions;
(five) only according to the provisions of the fourth paragraph of the second paragraph of article fifteenth of these measures.
The market value of listed companies at the selected level is low for 60 consecutive trading days.
In 500 million yuan;
(six) other circumstances stipulated by the China Securities Regulatory Commission and the national share transfer company.
Twenty-second listed companies appear on the stock termination date stipulated by the national share transfer company.
Where the listing is suspended, the national share transfer company shall terminate the listing of its shares in accordance with relevant regulations.
Chapter IV Market Level Adjustment Procedures of Listed Companies
Twenty-third listed companies to complete the public offering, and in line with the selected layer.
Access conditions, the national share transfer company will transfer after the completion of its public offering.
Selected layer.
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Twenty-fourth innovative and selected listed companies appear in the first paragraph of these measures.
The circumstances stipulated in Article 19 and Article 21 shall apply to the national share transfer company.
Work in level modulation shall be started within 5 trading days from the date of confirmation.
Article 25 The listed company has the circumstances listed in Articles 19 and 20 of these Measures.
If the specified situation is transferred out of the innovation layer or the selected layer, it will be 12 from the date of rotation.
Within a few months, it is not allowed to enter the original market level again.
Article 18 of these Measures is caused by the correction of the annual report of listed companies.
Article 20 Items 1 to 3 of the first paragraph or Items 1 to 3 of the first paragraph
The specified situation is adjusted to the grassroots level, and the information disclosure documents are false.
The record is subject to administrative punishment by the China Securities Regulatory Commission and its dispatched offices or the national share transfer.
Division publicly condemned, within 24 months from the date of adjustment to the grassroots, not again.
Enter the innovation layer or the selection layer.
Article 26 The national share transfer company shall be listed on April 30th every year.
Regular adjustment of the company's market level:
(1) The listed company at the selected level has the circumstances specified in Article 20 of these Measures.
, take it out of the selected layer;
(2) The listed company at the innovation level has the circumstances specified in Article 18 of these Measures.
Bring it out of the innovation layer;
(3) Grassroots listed companies meet the entry requirements of the innovation layer and have applied for it.
Please go to the innovation layer.
Approved by the China Securities Regulatory Commission, the national share transfer company may, according to market development
Need to increase the number of level adjustment of listed companies.
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Twenty-seventh listed companies appear in Article 20 of these measures or
Under the circumstances specified in Article 21, the national share transfer company will transfer it out of the selected layer.
Before the implementation of risk warning for its stock trading, the company's stock abbreviation shall be marked.
Know and publish.
Twenty-eighth listed companies have been transferred out of the selection layer, which is in line with the innovation layer.
Enter the conditions and enter the innovation layer; Do not meet, enter the basic layer.
Listed companies move out of the innovation layer and enter the basic layer.
Article 29 The national share transfer company is the primary market of listed companies.
Before adjusting the level regularly, the adjustment level will be publicized on the official website of the national share transfer system.
A complete list of listed companies.
A listed company may adjust its level within 5 trading days after the list is publicized.
Apply for objection on the grounds that the facts on which it is based are incorrect.
The national share transfer company adjusts the list according to the verification of objections.
Thirtieth listed companies in the case of compulsory termination of listing, all
State-owned shares shall not be adjusted before the termination of listing.
Chapter V Supplementary Provisions
Thirty-first net profit, operating income and operating activities mentioned in these Measures.
The net cash flow and net assets generated by the movement refer to the audited value.
Article 32 The specific meanings or calculation methods of the following terms in these Measures.
As follows:
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(1) Net profit refers to the net profit attributable to shareholders of a listed company.
Excluding minority shareholders' profits and losses, it is lower before and after deducting non-recurring profits and losses.
Is the basis of calculation.
(2) Net assets refer to the net assets attributable to shareholders of a listed company.
Exclude minority shareholders' rights and interests.
(3) Weighted average return on equity after deducting non-recurring gains and losses.
Before and after the lower as the calculation basis, and according to the China Securities Regulatory Commission issued the "open
Rules for the Compilation of Information Disclosure of Securities Issuing Companies No.9-Return on Net Assets and
Calculation of earnings per share.
(4) Annual compound growth rate: annual compound growth rate = √.
radon (Rn)
Radon 2
- 1,
Where Rn represents the operating income of the latest year (the N-th year).
(5) The net cash flow from operating activities refers to the company's cash.
The net cash flow generated by operating activities reported in the cash flow statement; Incorporation of the company
Consolidated financial statements generated by business activities listed in the consolidated cash flow statement.
Net cash flow.
(6) In the last 60 market-making or call auction trading days,
It means that the deadline is April 30th every year, and the longest deadline shall not exceed 120.
60% of recent transactions were made within the time limit of the municipal trading day or call auction trading day.
Market making trading day or call auction trading day.
(seven) after the listing, the directional issuance of shares: including the listing of the company.
Directional issuance is carried out at the same time as directional issuance after listing.
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(VIII) Issuance financing: the completion time of issuance financing is changed from state shares to public shares.
The time when the company issues the new share registration letter shall prevail; The amount of issuance financing does not include
Include a non-cash subscription portion.
(9) The total share capital refers to the total share capital of common stock of the company; Ben ban
The total share capital mentioned in Article 11 of this Law shall be based on the data of April 30th each year.
(10) Number of qualified investors: qualified investment as mentioned in Article 12 of these Measures.
The number of investors is based on the data of April 30th every year.
(11) Recent1February: the recent1February mentioned in Article 13 of these Measures.
The month is 12 months, and the deadline is April 30th.
(12) 60 consecutive trading days: excluding the suspension of shares of listed companies.
Day.
Article 33 For the purposes of these Measures, "not less than" and "not less than",
"Above" includes this number.
Article 34 The National Stock Transfer Company shall be responsible for the interpretation of these Measures.
Article 35 These Measures shall come into force as of the date of promulgation.
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