New third board transfer rules are approaching, and transfer does not involve public offerings

Summary

[Las reglas de transferencia de la NEEQ han llegado a cumplir con los estándares, pero la transferencia no involucra ofertas públicas]The transfer and listing measures of companies listed on the NEEQ began soliciting public opinions yesterday. On the same day, the Shanghai and Shenzhen Stock Exchanges issued, respectively, the “Measures for the Transfer of Companies Listed on the National Stock Transfer System for SMEs to the Scientific and Technological Innovation Board of the Shanghai Stock Exchange. Shanghai (Proof) (Draft for Request for Comments) “and” Shenzhen Stock Exchange on the National Stock Transfer System for SMEs Measures for Transfer of Listed Companies to the Growth Company Market (Proof) (Draft for Request for Comments) ”(hereinafter collectively referred to as the“ Transfer and Listing Measures ”).

New OTC quotethe companyYesterday the public was publicly requested to transfer contribution measures.opinionOn the same day, the Shanghai and Shenzhen Stock Exchanges issued, respectively, the “NationalSMEsListed company of the share transfer system to the Shanghai Stock ExchangeScience and Technology Innovation BoardMeasures for Transfer of Listing (Test) (Draft for Comment Request) “” Shenzhen Stock ExchangecompanyCompanies listed on the share transfer systemTo start a businessThe Measures for the Transfer of the List in the Directory (for Test Implementation) (Draft for Request for Comments) ”(hereinafter, collectively referred to as the“ Measures for the Transfer in the List ”).

On June 3, the China Securities Regulatory Commission issued the “Guiding Opinions on the Transfer of Listing of Companies Listed in the National Stock Transfer System for SMEs” (hereinafter, the “Guiding Opinions”), which mark the official launch of the NEEQ direct transfer system. Selected level companies that have been listed for one year and meet the listing requirements may apply to transfer to the Science and Technology Innovation Board or ChiNext for listing.

The “Measures for the transfer to the listing” are to implement the “Guiding Opinions” in detailBasic systemThe special business rules of the degree agreement have established specific provisions on the transfer listing conditions, stock sales restriction requirements, listing review, listing sponsorship, etc., specified the implementation route for the transfer listing of Listed companies and completed the standard requirements and linking system.

　　Complementary liquidity and trading indicators

The “Transfer listing measures” clarified that the transfer company must comply with the conditions of initial public offering and listing of the target sector; at the same time, since the transfer price does not involve public offerings, it is only one shareTrading floorThe changes should be applied to the transformation of individual listing conditions, such as the transformation of the public offering index intopublicParticipation ratio, will be issued publiclyMarket valueConverted to market value of stock transactions during the selection layer.In addition, liquidity and transaction indicators have been adequately complemented to achieve a smooth transition before and after the listing transfer and fully guaranteeinvestmentThe legitimate rights and interests of the

According to the needs of the transfer listing system, the Shanghai Stock Exchange increasedNumber of shareholders,Grand totalAgreementIndicators such as volume At the same time, the transfer company must comply with thePositioning。

The conditions for the transfer of the Shenzhen Stock Exchange and the initial listing on ChiNext are generally the same, and the corresponding compliance conditions have been added. As the transfer of listing does not implyNew crotchIssuance, and the transfer company has concentrated bidding and trading at the selected level. The Shenzhen Stock Exchange adjusted the estimated market value index to the market value of the transaction at the selected level and adjusted the rate of public issue to the publicshareholderThe participation ratio and the number of additional shareholders will not be less than 1,000.

　　The sales restriction period for majority shareholders is 12 months.

Taking into account the objective situation that the relevant shareholders of the transfer company have carried out share sale restrictions in accordance with the regulations, to do a good job in connecting the system, the “Transfer listing measures” clarify to controlling shareholders,Real controlThe restricted period after the listing of the shares held by individuals and directors, supervisors and senior executives is 12 months; At the same time, in order to avoid adverse effects on the operations of the company due to changes in the control rights of the company, the “Transfer Listing Measures” require that controlling shareholders and beneficial owners be restricted Any reduction in stakes within 6 months after the expiration of the sale period will not lead to a change in the control rights of the company.

In addition, the “Measures for the transfer of listing” also clarified how to calculate the continuous calculation of the restricted period of the relevant shareholders before and after the transfer of the listing company. In practice, if a listed company implements the issuance of shares or equity incentives and other businesses, the shares held by the relevant entities have been subject to restrictions on sales and the restrictions on sales have not expired at the time. After the transfer of the listing, the shares still need to be locked and restricted after the listing. The period will be calculated continuously from the date of listing until the expiration of the restricted period.

In view of the fact that the transfer company has accepted continuous supervision during the listing period of the selected layer and has a standardized operating base, the review time limit of the Shanghai and Shenzhen Stock Exchange has been reduced from 3 months for initial public offerings to 2 months, achieving a convenient and efficient listing transfer.

　　Clarify the connection of business systems

According to the requirements of the “Guiding Opinions”, the transfer company must contract a securities company.Sponsor. The “Transfer Listing Measures” clarified that the transfer listing sponsor may express professional opinions based on the information that the transfer company has publicly disclosed during the listing of the selected layer, and the opinions of the current sponsor and other materials of due diligence. Responsible for content.In addition, the Shanghai and Shenzhen Stock Exchanges have also clarified the connection of the trading system and the initial reference of the transfer company on the first day of listing.priceIn principle, it is the closing price of the stock on the last trading day of the selected NEEQ layer.

The National Equities Exchange and Quotations stated that the National Equities Exchange and Quotations will provide detailed information and suspension of shares after the official publication and implementation of the “Measures for Transfer of Quotations.”Resume tradingWait for regulatory arrangements and issue regulatory guidance.At the same time, the National Equity Transfer Company will continue to actively cooperate with the Shanghai and Shenzhen Stock Exchange to optimize and improve the “Transfer Listing Measures” under the general agreement of the China Securities Regulatory Commission, and will coordinate with China Clearing to prepare for the transfer listing listing.jobs, And establish a long-term communication mechanism with the relevant parties to adequately resolve various new situations and problems that arise during the transfer process.

(Source: Shanghai Securities News)

(Responsible editor: DF522)