Business Rules of National Equities Exchange and Quotations (for Trial Implementation) (Revised in 2013)
Business Rules of National Equities Exchange and Quotations (for Trial Implementation) (Revised in 2013)
Business Rules of National Equities Exchange and Quotations (for Trial Implementation) (Revised in 2013)
Announcement of National Equities Exchange and Quotations Co., Ltd. [2013] No.40
December 30, 2013
(Promulgated on February 8, 2013 and revised on December 30, 2013)
Chapter I General Provisions
Article 1.1 With a view to standardizing the operation of National Equities Exchange and Quotations (hereinafter referred to as "NEEQ"), maintaining the normal market order and protecting the legitimate rights and interests of investors, the Business Rules of National Equities Exchange and Quotations (hereinafter referred to as the "Rules") are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of People's Republic of China, the Decision of the State Council on Issues concerning National Equities Exchange and Quotations, the Administrative Measures for the Supervision over Unlisted Public Companies (hereinafter referred to as the "Administrative Measures"), the Interim Measures for the Administration of National Equities Exchange and Quotations Co., Ltd. and other laws, administrative regulations, and departmental rules.
Article 1.2 The Rules apply to stocks, convertible bonds and other securities varieties listed on National Equities Exchange and Quotation. Matters not provided herein shall be governed by other relevant provisions of National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as "NEEQ Company").
Article 1.3 The public transfer of securities and related activities on NEEQ shall be carried out by following the principles of openness, fairness and impartiality, and securities fraud, insider trading, market manipulation and other illegal acts are prohibited.
Market participants shall follow the principles of free will, compensation, and good faith.
Article 1.4 Companies applying for listing on NEEQ, NEEQ-listed companies and their directors, supervisors, senior officers, shareholders and actual controllers, sponsoring brokers, accounting firms, law firms and other securities service institutions and their related personnel, and investors shall abide by laws, administrative regulations, departmental rules, the Rules and other business provisions of NEEQ Company.
Article 1.5 Companies applying for listing on NEEQ, NEEQ-listed companies and other information disclosure obligors and sponsoring brokers shall disclose the information in an authentic, accurate, complete and timely manner, and shall not make any false record, misleading statement or material omission.
The directors, supervisors and senior officers of companies applying for listing on NEEQ and NEEQ-listed companies shall faithfully and diligently perform their duties to ensure that the information are disclosed in an authentic, accurate, complete, timely and fair manner.
Information to be disclosed by the companies applying for listing on NEEQ, NEEQ-listed companies and other information disclosure obligors and sponsoring brokers in accordance with the law shall be released on the information disclosure platform (www.neeq.com.cn or www.neeq.cc) designated by NEEQ at the earliest possible moment.
Article 1.6 NEEQ is subject to the system of sponsoring brokers. The sponsoring brokers are obliged to continuously supervise the NEEQ-listed companies they recommended.
Article 1.7 The sponsoring brokers, accounting firms, law firms and other securities service institutions and their related personnel, when engaging in related business in NEEQ, shall strictly perform their statutory duties, observe industry norms, perform duties with due diligence, act in good faith, and be responsible for the authenticity, accuracy and completeness of the documents issued thereby.
Article 1.8 NEEQ is subject to the system of investor suitability management. Investors shall have certain securities investment experience and corresponding risk identification ability and risk affordability, be aware of relevant business rules, and bear the investment risks on their own.
Article 1.9 NEEQ-listed companies, sponsoring brokers, investors and other market participants shall pay relevant taxes and surcharges in accordance with the provisions.
Article 1.10 NEEQ-listed companies are non-listed public companies under the supervision of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the number of shareholders of which can exceed 200.
Joint stock limited companies with shareholders not exceeding 200 may directly apply to NEEQ Company for listing.
Joint stock limited companies with shareholders exceeding 200, after their public transfer applications are approved by the CSRC, may apply for listing to NEEQ Company in accordance with provisions hereof.
Article 1.11 NEEQ Company shall, in accordance with the law, carry out self-discipline supervision over the companies applying for listing on NEEQ, NEEQ-listed companies and other information disclosure obligors, sponsoring brokers, and other market participants.
Chapter II Stock Listing
Article 2.1 When applying for stock listing on NEEQ, joint stock limited companies are not restricted by the nature of shareholders ownership or by whether they are high-tech enterprises, but shall meet the following conditions:
1. they are established in accordance with the law and they have been existed for at least two years. Where a limited liability company changes to a joint stock limited company based on its original book value of net assets converting to shares in an overall manner, the going concern time can be calculated from the date of incorporation of the limited liability company;
2. they have clear business and going concern ability;
3. their corporate governance mechanisms are sound, and their operations are legal and standard;
4. they have clear stock rights, and issue and transfer stocks in accordance with relevant laws and regulations;
5. they are recommended by and subject to continuous supervision of the sponsoring brokers; and
6. other conditions as required by NEEQ Company.
Article 2.2 Companies applying for listing on NEEQ shall sign with sponsoring brokers a recommended listing and continuous supervision agreement, prepare application documents in accordance with relevant provisions of NEEQ Company, and submit the same to NEEQ Company.
Article 2.3 NEEQ Company, after reviewing the application documents for listing, shall issue the review opinion on whether to agree the listing.
Article 2.4 Companies applying for listing on NEEQ, after receiving NEEQ Company's review opinion of listing approval, shall go through the listing formalities according to relevant procedures required by NEEQ Company.
Companies applying for listing on NEEQ shall sign a listing agreement with NEEQ Company before their stocks are listed to define both parties' rights, obligations and related matters.
Article 2.5 Companies applying for listing on NEEQ shall disclose their documents such as public transfer prospectus in accordance with provisions of NEEQ Company before their stocks are listed.
Article 2.6 Where a company applying for listing on NEEQ implements restricted stocks or stock options and other equity incentive plans before its stock listing and has not completed exercise of relevant rights yet, it shall disclose the equity incentive plans and relevant information in the public transfer prospectus.
Article 2.7 Companies applying for listing on NEEQ, before its stock listing, shall enter into a securities registration and service agreement with China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "CSDC") and handle centralized registration of all shares.
Article 2.8 Stocks directly or indirectly held by controlling shareholders and actual controllers of NEEQ-listed companies before the listing shall be released from transfer restrictions by three batches.
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