Administrative Measures for the Registration of Initial Public Offerings
Administrative Measures for the Registration of Initial Public Offerings
Administrative Measures for the Registration of Initial Public Offerings
Order of the China Securities Regulatory Commission No. 205
February 17, 2023
The Administrative Measures for the Registration of Initial Public Offerings, deliberated and adopted at the 2nd executive meeting of the China Securities Regulatory Commission for 2023 on February 17, 2023, are hereby issued and shall come into force on the date of issuance.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Annex I: Administrative Measures for the Registration of Initial Public Offerings
(Deliberated and adopted at the 2nd executive meeting of the China Securities Regulatory Commission on February 17, 2023)
Chapter I General Provisions
Article 1 To regulate the activities related to initial public offerings and listing, and protect the legitimate rights and interests of investors and public interests, the Measures are formulated in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Circular of the General Office of the State Council on Work Related to Implementation of the Amended Securities Law, the Circular of the General Office of the State Council on Forwarding the Several Opinions of the China Securities Regulatory Commission on Launching the Pilot Program of Domestically Issuing Stocks or Depository Receipts by Innovation-oriented Enterprises and other relevant laws and regulations.
Article 2 The Measures shall apply to the issuance registration of shares that are initially publicly offered within the territory of the People's Republic of China and listed on the Shanghai Stock Exchange or the Shenzhen Stock Exchange (the "Exchange").
Article 3 Applications by issuers for initial public offerings and listing shall comply with the positioning of the relevant sectors.
The Main Board that highlights the characteristics of "blue-chip markets" focuses on supporting high-quality enterprises representative of the industry with a mature business model, stable operating performance, and larger scale.
The STAR Market, oriented to the world's scientific and technological frontiers, major economic battlefields, and major national needs, gives priority to supporting enterprises that conform to national strategies, possess key core technologies, have outstanding scientific and technological innovation ability, carry out production and operation mainly relying on core technologies, and have stable business models, high market recognition, good social images, and stronger growth potential.
The Growth Enterprise Market that is deeply implementing the innovation-driven development strategy and adapting to the general trend of development relying more on innovation, creation and creativity mainly serves growth-type innovative enterprises and start-up businesses, and supports the deep integration of traditional industries with new technologies, new industries, new business forms, and new models.
Article 4 The China Securities Regulatory Commission (the "CSRC") will strengthen overall guidance, supervision and administration of the review and registration of issuance and listing, unify review concepts, unify and publicize review standards, and regularly check the implementation of the review standards and systems of the Exchange.
Article 5 Initial public offerings and listing shall comply with the issuance conditions, listing conditions and the relevant information disclosure requirements, be subject to the issuance and listing review of the Exchange in accordance with the law, and be reported to the CSRC for registration.
Article 6 An issuer shall act in good faith, and fully disclose the information necessary for investors to make value judgments and investment decisions in accordance with the law, and the current and future foreseeable direct and indirect risks that may have a material adverse impact on the issuer. The information disclosed must be authentic, accurate, complete, concise and clear, and easy to understand, without false records, misleading statements or major omissions.
An issuer shall provide authentic, accurate and complete financial and accounting data and other information to the sponsor and securities service agencies in accordance with the law as required by them, and cooperate with the relevant organizations to carry out due diligence and other related work.
An issuer's controlling shareholder, actual controller, directors, supervisors, senior officers and related shareholders shall cooperate with the relevant organizations to carry out due diligence and other related work, and shall not request or assist the issuer to conceal data that shall be provided or information that shall be disclosed.
Article 7 A sponsor shall act in good faith, practice with due diligence, fully understand the issuer's operation conditions, risks and development prospects in accordance with the business rules formulated in accordance with the law and industry self-regulation regulations, sponsor projects in light of the positioning of the relevant sectors by taking improving the quality of listed companies as the guide, conduct prudent verification of the registration application documents and information disclosure materials, make an independent professional judgment regarding whether the issuer meets the issuance conditions and listing conditions, make prudent recommendation decisions, and be responsible for the authenticity, accuracy, and completeness of the prospectus and related documents issued by it.
Article 8 A securities service agency shall strictly abide by laws and regulations, the regulatory rules and business rules formulated by the CSRC, and the business standards and norm of morality recognized in the industry, establish and maintain an effective quality control system, protect the legitimate rights and interests of investors, perform its duties prudently, make professional judgments and determinations, and ensure the authenticity, accuracy, and completeness of the documents issued by it.
A securities service agency and its relevant practitioners shall perform a special duty of care for business matters related to the profession, perform an ordinary duty of care for other business matters, and bear the corresponding legal liability.
A securities service agency and its practitioners, when engaged in securities services, shall cooperate with the supervision and administration of the CSRC, provide, submit or disclose the relevant data or information within the prescribed time limit, and ensure that the data or information provided, submitted or disclosed by them are authentic, accurate, and complete, without false records, misleading statements or major omissions.
A securities service agency shall properly store the clients' entrustment documents, inspection and verification data, working papers, and information and data related to quality control, internal management, and business operations.
Article 9 The registration of an issuer's application for an initial public offering does not indicate a substantial judgment or guarantee by the CSRC and the Exchange of the investment value of the shares or the investors' income, nor does it indicate that the CSRC and the Exchange guarantee the authenticity, accuracy and completeness of the registration application documents.
Chapter II Issuance Conditions
Article 10 An issuer shall be a joint stock limited company established in accordance with the law that has operated on a going concern basis for more than three years, and has sound and well-functioning organizations, where the relevant organizations and personnel can perform their duties in accordance with the law.
If a limited liability company is changed into a joint stock limited company by converting the original book value of net assets to paid-in capital, the duration of operation on a going concern basis may be calculated from the date of establishment of the limited liability company.
Article 11 An issuer shall do basic accounting work in a standard manner, prepare and disclose financial statements that comply with the Accounting Standards for Business Enterprises and the relevant information disclosure rules and fairly reflect the issuer's financial position, operating results and cash flows in all material aspects, and instruct a certified public accountant to issue an unqualified audit report for its three-year financial accounting reports.
The issuer shall have a perfect internal control system which is effectively implemented and capable of reasonably ensuring the operation efficiency, legality, and compliance of the company and the reliability of financial reports, and instruct a certified public accountant to issue an unqualified assessment report on internal control.
Article 12 An issuer shall have a complete business and be capable of conducting independent and continuous market-oriented business:
(1) its assets are intact; its business, personnel, finance, and organizations are independent; it has no horizontal competition with its controlling shareholder, actual controller, or other enterprises under its control that has a significant adverse impact on the issuer; and there are no related-party transactions that seriously impact its independence or are obviously unfair;
(2) its main business, control and management team are stable; in the case of an initial public offering and listing on the Main Board, there has been no material adverse change in its main business, directors and senior officers in the past two years; in the case of the initial public offering and listing on the STAR Market or the Growth Enterprise Market, there has been no material adverse change in its main business, directors and senior officers in the past two years; in the case of the initial public offering and listing on the STAR Market, its core technical personnel are stable, without any material adverse change in the past two years; the ownership of the equities of the issuer is clear, without any major ownership dispute that may cause a possible change in control, and in the case of an initial public offering and listing on the Main Board, there has been no change in its actual controller in the past three years; in the case of an initial public offering and listing on the STAR Market or the Growth Enterprise Market, there has been no change in its actual controller in the past two years; and
(3) there is no major ownership dispute related to its major assets, core technologies, or trademarks, etc., or major debt repayment risks, major guarantees, litigation, arbitration, or other contingencies, or the matter that its operating environment has undergone or will undergo major changes or other matters that would have a material adverse effect on its operation on a going concern basis.
Article 13 An issuer's production and operation shall comply with laws and administrative regulations and national industrial policies.
In the past three years, an issuer and its controlling shareholder and actual controller shall have not been involved in any corruption, bribery, property embezzlement or misappropriation, or criminal offenses that disrupt the socialist market economic order, or in any fraudulent issuance, major information disclosure violations, or other major violations related to national security, public security, ecological safety, work safety or public health safety.
In the past three years, an issuer's directors, supervisors and senior officers shall not have been punished by the CSRC, placed on file for investigation by judicial authorities due to suspected crime cases or put on file for investigation by the CSRC due to suspected violation of laws, with no definite conclusion established.
Chapter III Registration Procedures
Article 14 An issuer's board of directors shall pass resolutions regarding the specific plan for the issuance of shares, the feasibility of the use of proceeds and other matters that must be clearly defined in accordance with the law, and submit the same for approval by the general meeting.
Article 15 An issuer's general meeting shall pass a resolution regarding the issuance of shares, and the resolution shall include at least:
(1) the type and quantity of shares to be issued;
(2) issue objects;
(3) pricing method;
(4) use of proceeds;
(5) accumulated profit distribution scheme before issue;
(6) validity period of the resolution;
(7) authorization for the board of directors to handle matters relating to the issue; and
(8) other matters that must be clearly defined.
Article 16 An issuer applying for an initial public offering and listing shall prepare registration application documents in accordance with the relevant provisions of the CSRC that shall be sponsored by the sponsor and reported to the Exchange in accordance with the law.
After receiving the registration application documents, the Exchange shall decide whether to accept the application within five working days.
Article 17 From the date of reporting of the registration application documents, an issuer and its controlling shareholder, actual controller, directors, supervisors, and senior officers, as well as the sponsor, securities service agencies and relevant responsible personnel related to the public offering of shares and listing shall bear the corresponding legal liability and undertake not to affect or interfere with the review and registration of issuance and listing.
Article 18 The registration application documents, after being accepted, may not be changed without the consent of the CSRC or the Exchange.
If a major event occurs, the issuer, the sponsor, and the securities service agencies shall report it to the Exchange in a timely manner, and update the registration application documents and information disclosure materials as required.
Article 19 The Exchange shall have an independent review department which is responsible for reviewing an issuer's application for public offering and listing; have an advisory committee on scientific and technological innovation or industry consulting expert bank which is responsible for providing professional advice and policy recommendations for the construction of the sectors and the review of issuance and listing; and have a listing committee which is responsible for giving review opinions on the review report issued by the review department and the issuer's application documents.
The Exchange shall conduct review work in the way that it submits a review inquiry to the issuer and the issuer answers questions, determine whether the issuer meets the issuance conditions, listing conditions and information disclosure requirements, and urge the issuer to improve its information disclosure.
Article 20 The Exchange shall, in accordance with the prescribed conditions and procedures, form review opinions on whether the issuer meets the issuance conditions and information disclosure requirements.
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Order of the China Securities Regulatory Commission No. 205
February 17, 2023
The Administrative Measures for the Registration of Initial Public Offerings, deliberated and adopted at the 2nd executive meeting of the China Securities Regulatory Commission for 2023 on February 17, 2023, are hereby issued and shall come into force on the date of issuance.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Annex I: Administrative Measures for the Registration of Initial Public Offerings
(Deliberated and adopted at the 2nd executive meeting of the China Securities Regulatory Commission on February 17, 2023)
Chapter I General Provisions
Article 1 To regulate the activities related to initial public offerings and listing, and protect the legitimate rights and interests of investors and public interests, the Measures are formulated in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Circular of the General Office of the State Council on Work Related to Implementation of the Amended Securities Law, the Circular of the General Office of the State Council on Forwarding the Several Opinions of the China Securities Regulatory Commission on Launching the Pilot Program of Domestically Issuing Stocks or Depository Receipts by Innovation-oriented Enterprises and other relevant laws and regulations.
Article 2 The Measures shall apply to the issuance registration of shares that are initially publicly offered within the territory of the People's Republic of China and listed on the Shanghai Stock Exchange or the Shenzhen Stock Exchange (the "Exchange").
Article 3 Applications by issuers for initial public offerings and listing shall comply with the positioning of the relevant sectors.
The Main Board that highlights the characteristics of "blue-chip markets" focuses on supporting high-quality enterprises representative of the industry with a mature business model, stable operating performance, and larger scale.
The STAR Market, oriented to the world's scientific and technological frontiers, major economic battlefields, and major national needs, gives priority to supporting enterprises that conform to national strategies, possess key core technologies, have outstanding scientific and technological innovation ability, carry out production and operation mainly relying on core technologies, and have stable business models, high market recognition, good social images, and stronger growth potential.
The Growth Enterprise Market that is deeply implementing the innovation-driven development strategy and adapting to the general trend of development relying more on innovation, creation and creativity mainly serves growth-type innovative enterprises and start-up businesses, and supports the deep integration of traditional industries with new technologies, new industries, new business forms, and new models.
Article 4 The China Securities Regulatory Commission (the "CSRC") will strengthen overall guidance, supervision and administration of the review and registration of issuance and listing, unify review concepts, unify and publicize review standards, and regularly check the implementation of the review standards and systems of the Exchange.
Article 5 Initial public offerings and listing shall comply with the issuance conditions, listing conditions and the relevant information disclosure requirements, be subject to the issuance and listing review of the Exchange in accordance with the law, and be reported to the CSRC for registration.
Article 6 An issuer shall act in good faith, and fully disclose the information necessary for investors to make value judgments and investment decisions in accordance with the law, and the current and future foreseeable direct and indirect risks that may have a material adverse impact on the issuer. The information disclosed must be authentic, accurate, complete, concise and clear, and easy to understand, without false records, misleading statements or major omissions.
An issuer shall provide authentic, accurate and complete financial and accounting data and other information to the sponsor and securities service agencies in accordance with the law as required by them, and cooperate with the relevant organizations to carry out due diligence and other related work.
An issuer's controlling shareholder, actual controller, directors, supervisors, senior officers and related shareholders shall cooperate with the relevant organizations to carry out due diligence and other related work, and shall not request or assist the issuer to conceal data that shall be provided or information that shall be disclosed.
Article 7 A sponsor shall act in good faith, practice with due diligence, fully understand the issuer's operation conditions, risks and development prospects in accordance with the business rules formulated in accordance with the law and industry self-regulation regulations, sponsor projects in light of the positioning of the relevant sectors by taking improving the quality of listed companies as the guide, conduct prudent verification of the registration application documents and information disclosure materials, make an independent professional judgment regarding whether the issuer meets the issuance conditions and listing conditions, make prudent recommendation decisions, and be responsible for the authenticity, accuracy, and completeness of the prospectus and related documents issued by it.
Article 8 A securities service agency shall strictly abide by laws and regulations, the regulatory rules and business rules formulated by the CSRC, and the business standards and norm of morality recognized in the industry, establish and maintain an effective quality control system, protect the legitimate rights and interests of investors, perform its duties prudently, make professional judgments and determinations, and ensure the authenticity, accuracy, and completeness of the documents issued by it.
A securities service agency and its relevant practitioners shall perform a special duty of care for business matters related to the profession, perform an ordinary duty of care for other business matters, and bear the corresponding legal liability.
A securities service agency and its practitioners, when engaged in securities services, shall cooperate with the supervision and administration of the CSRC, provide, submit or disclose the relevant data or information within the prescribed time limit, and ensure that the data or information provided, submitted or disclosed by them are authentic, accurate, and complete, without false records, misleading statements or major omissions.
A securities service agency shall properly store the clients' entrustment documents, inspection and verification data, working papers, and information and data related to quality control, internal management, and business operations.
Article 9 The registration of an issuer's application for an initial public offering does not indicate a substantial judgment or guarantee by the CSRC and the Exchange of the investment value of the shares or the investors' income, nor does it indicate that the CSRC and the Exchange guarantee the authenticity, accuracy and completeness of the registration application documents.
Chapter II Issuance Conditions
Article 10 An issuer shall be a joint stock limited company established in accordance with the law that has operated on a going concern basis for more than three years, and has sound and well-functioning organizations, where the relevant organizations and personnel can perform their duties in accordance with the law.
If a limited liability company is changed into a joint stock limited company by converting the original book value of net assets to paid-in capital, the duration of operation on a going concern basis may be calculated from the date of establishment of the limited liability company.
Article 11 An issuer shall do basic accounting work in a standard manner, prepare and disclose financial statements that comply with the Accounting Standards for Business Enterprises and the relevant information disclosure rules and fairly reflect the issuer's financial position, operating results and cash flows in all material aspects, and instruct a certified public accountant to issue an unqualified audit report for its three-year financial accounting reports.
The issuer shall have a perfect internal control system which is effectively implemented and capable of reasonably ensuring the operation efficiency, legality, and compliance of the company and the reliability of financial reports, and instruct a certified public accountant to issue an unqualified assessment report on internal control.
Article 12 An issuer shall have a complete business and be capable of conducting independent and continuous market-oriented business:
(1) its assets are intact; its business, personnel, finance, and organizations are independent; it has no horizontal competition with its controlling shareholder, actual controller, or other enterprises under its control that has a significant adverse impact on the issuer; and there are no related-party transactions that seriously impact its independence or are obviously unfair;
(2) its main business, control and management team are stable; in the case of an initial public offering and listing on the Main Board, there has been no material adverse change in its main business, directors and senior officers in the past two years; in the case of the initial public offering and listing on the STAR Market or the Growth Enterprise Market, there has been no material adverse change in its main business, directors and senior officers in the past two years; in the case of the initial public offering and listing on the STAR Market, its core technical personnel are stable, without any material adverse change in the past two years; the ownership of the equities of the issuer is clear, without any major ownership dispute that may cause a possible change in control, and in the case of an initial public offering and listing on the Main Board, there has been no change in its actual controller in the past three years; in the case of an initial public offering and listing on the STAR Market or the Growth Enterprise Market, there has been no change in its actual controller in the past two years; and
(3) there is no major ownership dispute related to its major assets, core technologies, or trademarks, etc., or major debt repayment risks, major guarantees, litigation, arbitration, or other contingencies, or the matter that its operating environment has undergone or will undergo major changes or other matters that would have a material adverse effect on its operation on a going concern basis.
Article 13 An issuer's production and operation shall comply with laws and administrative regulations and national industrial policies.
In the past three years, an issuer and its controlling shareholder and actual controller shall have not been involved in any corruption, bribery, property embezzlement or misappropriation, or criminal offenses that disrupt the socialist market economic order, or in any fraudulent issuance, major information disclosure violations, or other major violations related to national security, public security, ecological safety, work safety or public health safety.
In the past three years, an issuer's directors, supervisors and senior officers shall not have been punished by the CSRC, placed on file for investigation by judicial authorities due to suspected crime cases or put on file for investigation by the CSRC due to suspected violation of laws, with no definite conclusion established.
Chapter III Registration Procedures
Article 14 An issuer's board of directors shall pass resolutions regarding the specific plan for the issuance of shares, the feasibility of the use of proceeds and other matters that must be clearly defined in accordance with the law, and submit the same for approval by the general meeting.
Article 15 An issuer's general meeting shall pass a resolution regarding the issuance of shares, and the resolution shall include at least:
(1) the type and quantity of shares to be issued;
(2) issue objects;
(3) pricing method;
(4) use of proceeds;
(5) accumulated profit distribution scheme before issue;
(6) validity period of the resolution;
(7) authorization for the board of directors to handle matters relating to the issue; and
(8) other matters that must be clearly defined.
Article 16 An issuer applying for an initial public offering and listing shall prepare registration application documents in accordance with the relevant provisions of the CSRC that shall be sponsored by the sponsor and reported to the Exchange in accordance with the law.
After receiving the registration application documents, the Exchange shall decide whether to accept the application within five working days.
Article 17 From the date of reporting of the registration application documents, an issuer and its controlling shareholder, actual controller, directors, supervisors, and senior officers, as well as the sponsor, securities service agencies and relevant responsible personnel related to the public offering of shares and listing shall bear the corresponding legal liability and undertake not to affect or interfere with the review and registration of issuance and listing.
Article 18 The registration application documents, after being accepted, may not be changed without the consent of the CSRC or the Exchange.
If a major event occurs, the issuer, the sponsor, and the securities service agencies shall report it to the Exchange in a timely manner, and update the registration application documents and information disclosure materials as required.
Article 19 The Exchange shall have an independent review department which is responsible for reviewing an issuer's application for public offering and listing; have an advisory committee on scientific and technological innovation or industry consulting expert bank which is responsible for providing professional advice and policy recommendations for the construction of the sectors and the review of issuance and listing; and have a listing committee which is responsible for giving review opinions on the review report issued by the review department and the issuer's application documents.
The Exchange shall conduct review work in the way that it submits a review inquiry to the issuer and the issuer answers questions, determine whether the issuer meets the issuance conditions, listing conditions and information disclosure requirements, and urge the issuer to improve its information disclosure.
Article 20 The Exchange shall, in accordance with the prescribed conditions and procedures, form review opinions on whether the issuer meets the issuance conditions and information disclosure requirements.
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