(1) The trading unit of GEM stocks is "shares" and the trading unit of investment funds is "shares". The number of securities declared for purchase is 100 shares (copies) or its integral multiple. Securities with less than 100 shares can be declared and sold at one time.
(2) The quotation unit of securities is "price per share". The minimum change unit of "price per share" is RMB 0.0 1 yuan. (3) The securities are subject to price limit, and the ratio of price limit is 10%. The price calculation formula for price increase and price decrease is:
The upper limit price of price fluctuation = (1 price fluctuation ratio) × the calculation result of the closing price of the previous trading day is rounded to RMB 0.0 1 yuan. There is no price limit on the first day of listing.
[Edit this paragraph] Interim Measures for the Administration of Initial Public Offering of Growth Enterprise Market
Namely: Interim Measures for the Administration of Initial Public Offering of Growth Enterprise Market.
Chapter I General Principles
Article 1 These Measures are formulated in accordance with the Securities Law and the Company Law for the purpose of regulating the initial public offering of shares and listing on the Growth Enterprise Market, promoting the development of independent innovation enterprises and other growth-oriented start-up enterprises, protecting the legitimate rights and interests of investors and safeguarding the public interests.
Article 2 These Measures shall apply to the initial public offering of shares issued in People's Republic of China (PRC) and listed on the Growth Enterprise Market.
Article 3 An issuer applying for an initial public offering of shares and listing on the Growth Enterprise Market shall meet the issuance conditions stipulated in the Securities Law, the Company Law and these Measures.
Article 4 The information disclosed by an issuer according to law must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions.
Article 5 A sponsor institution and its sponsor representative shall be diligent and conscientious, honest and trustworthy, earnestly perform the obligations of prudent verification and counseling, and be responsible for the authenticity, accuracy and completeness of the documents issued.
Article 6 Securities service institutions and personnel who issue documents for securities issuance shall strictly perform their statutory duties in accordance with the business standards and ethics recognized by the industry, and be responsible for the authenticity, accuracy and completeness of the documents they issue.
Article 7 The GEM market shall establish an investor access system that is suitable for investors' risk tolerance, and fully remind investors of investment risks.
Article 8 China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") shall approve the issuer's application for initial public offering of shares according to law, and supervise and manage the issuer's stock issuance.
A stock exchange shall formulate business rules according to law, create an open, fair and just market environment, and ensure the normal operation of the Growth Enterprise Market.
Article 9 The China Securities Regulatory Commission's approval of the initial public offering of the issuer's shares according to the application documents provided by the issuer does not mean that it makes substantive judgment or guarantee on the investment value of the shares or the income of investors. After the shares are issued according to law, the investors shall bear the investment risks caused by the changes in the issuer's operation and income.
Chapter II Conditions of Issue
Article 10 An issuer applying for an initial public offering of shares shall meet the following conditions:
(1) The issuer is a joint stock limited company established according to law and continuously operating for more than three years.
Where a limited liability company is converted into a joint stock limited company according to the original book net asset value, the time for continuous operation can be calculated from the date of establishment of the limited liability company.
(2) It has been making profits continuously in the last two years, and the accumulated net profit in the last two years is not less than10 million yuan, and it has been growing continuously; Or profit in the last year, and the net profit is not less than 5 million yuan, the operating income in the last year is not less than 50 million yuan, and the growth rate of operating income in the last two years is not less than 30%. Net profit is calculated at the lower before and after deducting non-recurring gains and losses.
(3) The net assets at the end of the latest period are not less than 20 million yuan, and there are no uncompensated losses.
(4) The total share capital after issuance shall not be less than 30 million yuan.
Article 11 The registered capital of the issuer has been paid in full, and the procedures for the transfer of property rights of assets contributed by the promoters or shareholders have been completed. There is no major ownership dispute over the issuer's main assets.
Article 12 An issuer shall mainly engage in one kind of business, and its production and business operation activities shall conform to the provisions of laws, administrative regulations and the articles of association, as well as the national industrial policy and environmental protection policy.
Article 13 The issuer's main business, directors and senior management personnel have not changed significantly in the last two years, and the actual controller has not changed.
Article 14 An issuer shall have the ability to make profits continuously, and the following circumstances do not exist:
(a) the issuer's business model, product or service product structure has undergone or will undergo major changes, which have a significant adverse impact on the issuer's sustainable profitability;
(2) The industry status of the issuer or the operating environment of the industry in which the issuer is located has undergone or will undergo major changes, which has a significant adverse impact on the issuer's sustainable profitability;
(3) The acquisition or use of important assets or technologies such as trademarks, patents, proprietary technologies and franchise rights that are being used by the issuer is at risk of major adverse changes;
(4) The issuer's operating income or net profit in the latest year is heavily dependent on related parties or customers with significant uncertainties;
(5) The net profit of the issuer in the latest year mainly comes from the investment income outside the scope of the consolidated financial statements;
(six) other circumstances that may have a significant adverse impact on the issuer's sustainable profitability.
Article 15 An issuer pays taxes according to law, and the tax preferences it enjoys comply with the provisions of relevant laws and regulations. The operating performance of the issuer does not depend heavily on tax incentives.
Article 16 The issuer has no major debt risk, and there are no major contingencies such as guarantee, litigation and arbitration that affect its continuing operations.
Article 17 The issuer's equity is clear, and there is no major ownership dispute between the controlling shareholder and the shareholder controlled by the controlling shareholder or the actual controller.
Article 18 An issuer has complete assets, independent business, personnel, finance and institutions, complete business system, and independent business ability directly facing the market. There is no horizontal competition with the controlling shareholder, actual controller and other enterprises controlled by them, and there is no related party transaction that seriously affects the independence of the company or is obviously unfair.
Article 19 An issuer has a sound corporate governance structure, and establishes and improves the systems of shareholders' meeting, board of directors, board of supervisors, independent directors, secretary of the board of directors and audit committee according to law, and relevant institutions and personnel can perform their duties according to law.
Article 20 The issuer's basic accounting work is standardized, and the preparation of financial statements conforms to the Accounting Standards for Business Enterprises and relevant accounting systems, which fairly reflects the issuer's financial position, operating results and cash flow in all major aspects, and the certified public accountant has issued an unqualified audit report.
Article 21 The issuer's internal control system is sound and effectively implemented, which can reasonably guarantee the reliability of the company's financial report, the legality of production and operation, the efficiency and effectiveness of operation, and the certified public accountant will issue an unqualified internal control verification report.
Article 22 The issuer has a strict fund management system, and there is no situation that the funds are occupied by the controlling shareholders, actual controllers and other enterprises controlled by them by borrowing, paying off debts, paying in advance or other means.
Article 23 The issuer's articles of association have clearly defined the examination and approval authority and examination procedures for external guarantees, and there is no illegal guarantee for controlling shareholders, actual controllers and other enterprises controlled by them.
Article 24 The directors, supervisors and senior managers of an issuer are aware of the relevant laws and regulations on stock issuance and listing, as well as the legal obligations and responsibilities of listed companies and their directors, supervisors and senior managers.
Article 25 The directors, supervisors and senior managers of an issuer shall be faithful and diligent, have the qualifications as prescribed by laws, administrative regulations and rules, and do not have the following circumstances:
(a) the measures taken by the China Securities Regulatory Commission to prohibit entry into the securities market are still in the period of prohibition;
(2) Being punished by the China Securities Regulatory Commission in the last three years, or being publicly condemned by the stock exchange in the last year;
(3) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations, and there is no clear conclusion yet.
Article 26 The issuer, its controlling shareholder and actual controller have not committed any major illegal acts that have harmed the legitimate rights and interests of investors and the interests of the public in the last three years.
The issuer, its controlling shareholder and actual controller have not publicly issued securities in the last three years, or the relevant illegal acts occurred three years ago, but they are still in a continuous state.
Article 27 The funds raised by an issuer shall be used for its main business and have a clear purpose. The amount of funds raised and investment projects shall be compatible with the existing production and operation scale, financial status, technical level and management ability of the issuer.
Article 28 An issuer shall establish a special account storage system for raised funds, and the raised funds shall be deposited in a special account determined by the board of directors.
Chapter III Issuance Procedures
Article 29 The issuer's board of directors shall, in accordance with the law, make resolutions on the specific plan of this stock issue, the feasibility of using the raised funds and other matters that must be clarified, and submit them to the shareholders' meeting for approval.
Article 30 The issuer's general meeting of shareholders shall make a resolution on this stock issue, which shall at least include the following contents:
(a) the type and quantity of shares;
(2) the issue target;
(3) Price range or pricing method;
(4) the purpose of the raised funds;
(five) the distribution plan of accumulated profits before the issuance;
(6) Validity of the resolution;
(7) the authorization of the board of directors to handle the specific issues of this issuance;
(eight) other matters that must be clarified.
Article 31 An issuer shall prepare application documents in accordance with the relevant provisions of the China Securities Regulatory Commission, which shall be sponsored by sponsors and reported to the China Securities Regulatory Commission.
Article 32 When sponsoring an issuer to issue shares and list on the Growth Enterprise Market, a sponsor institution shall conduct due diligence and prudent judgment on the issuer's growth, and express special opinions. If the issuer is an independent innovation enterprise, it shall also explain the independent innovation ability of the issuer in the special opinions.
Article 33 After receiving the application documents, the China Securities Regulatory Commission shall make a decision on whether or not to accept them within five working days.
Article 34 After the China Securities Regulatory Commission accepts the application documents, the relevant functional departments will conduct a preliminary examination of the issuer's application documents, which will be reviewed by the GEM issuance review committee.
Article 35 The China Securities Regulatory Commission shall make a decision on approval or disapproval of the issuer's application for issuance according to law, and issue relevant documents.
The issuer shall issue shares within six months from the date of approval by the China Securities Regulatory Commission; If it has not been issued for more than six months, the approval document is invalid, and it can only be issued after being re-approved by the China Securities Regulatory Commission.
Article 36 If a major event occurs between the approval of the issuance application and the end of the issuance of shares, the issuer shall suspend or suspend the issuance, report to the China Securities Regulatory Commission in time, and fulfill the obligation of information disclosure. For matters that do not meet the conditions for issuance, the China Securities Regulatory Commission shall revoke the approval decision.
Article 37 If the application for stock issuance is not approved, the issuer may apply for stock issuance again six months after the China Securities Regulatory Commission decides not to approve it.
Chapter IV Information Disclosure
Article 38 An issuer shall prepare and disclose a prospectus in accordance with the relevant provisions of the China Securities Regulatory Commission.
Article 39 The content and format criteria of the GEM prospectus formulated by China Securities Regulatory Commission are the minimum requirements for information disclosure. Regardless of whether the Guidelines clearly stipulate or not, all information that has a significant impact on investors' investment decisions should be disclosed.
Article 40 The issuer shall make the following prompt in a prominent position in the prospectus: "After this stock issue, it is planned to be listed on the Growth Enterprise Market, and the investment risk is high. GEM companies have the characteristics of unstable performance, high operational risk and high delisting risk, and investors face greater market risks. Investors should fully understand the investment risks in the GEM market and the risk factors disclosed by the company, and make investment decisions cautiously. "
Article 41 The issuer and all its directors, supervisors and senior management personnel shall sign and seal the prospectus to ensure its truthfulness, accuracy and completeness. The sponsor institution and its sponsor representative shall verify the authenticity, accuracy and completeness of the prospectus, and sign and seal the verification opinions.
The controlling shareholder and actual controller of the issuer shall issue a confirmation opinion on the prospectus and sign and seal it.
Article 42 The financial statements quoted in the prospectus shall be valid for six months after the deadline of the latest issue. Under special circumstances, the issuing bank may apply for an appropriate extension, but the longest extension shall not exceed one month. Financial statements shall be settled at the end of the year, half year or quarter.
Article 43 The term of validity of the prospectus is six months, counting from the last signing date of the prospectus before the approval of the China Securities Regulatory Commission.
Article 44 After the application documents are accepted and before the issuance examination committee examines them, the issuer shall disclose the prospectus (declaration draft) on the website of China Securities Regulatory Commission in advance. The issuer may publish the prospectus (declaration draft) on the company website, and the contents disclosed shall be consistent, and shall not be earlier than the time disclosed on the website of China Securities Regulatory Commission.
Article 45 The pre-disclosed prospectus (declaration draft) shall not contain information on the stock issue price.
The issuer shall state in a prominent position in the pre-disclosed prospectus (declaration draft): "The company's application for issuance has not been approved by the China Securities Regulatory Commission. This prospectus (declaration draft) does not have the legal effect of issuing shares, and is only for pre-disclosure. Investors should use the officially published prospectus as the basis for investment decisions. "
Article 46 The issuer and all its directors, supervisors and senior management personnel shall ensure that the contents of the pre-disclosed prospectus (declaration draft) are true, accurate and complete.
Article 47 Before issuing shares, the issuer shall publish the full text of the prospectus on the website designated by the China Securities Regulatory Commission, and at the same time publish a suggestive announcement in the newspaper designated by the China Securities Regulatory Commission to inform investors of the address published online and the way to obtain documents.
The issuer shall disclose the prospectus on the company's website no earlier than the publication time specified in the preceding paragraph.
Article 48 The issuance recommendation letter issued by the recommendation institution, the documents issued by the securities service institution and other important documents related to the issuance shall be disclosed on the websites designated by the China Securities Regulatory Commission and the company's website as reference documents for the prospectus.
Article 49 An issuer shall keep the prospectus and documents for future reference at the issuer's domicile, the stock exchange to be listed, sponsors, lead underwriters and other underwriting institutions for public inspection.
Article 50 After the application documents are accepted, before the issuer's application for issuance is approved by the China Securities Regulatory Commission and the prospectus is published according to law, the issuer and the parties concerned in this issuance shall not publicize the public offering of shares by means of advertisements, briefings, etc.
Chapter V Supervision, Management and Legal Responsibility
Article 51 A stock exchange shall establish a listing, trading and delisting system suitable for the characteristics of the Growth Enterprise Market, urge the sponsors to fulfill the obligation of continuous supervision, and take corresponding supervision measures against acts that violate relevant laws and regulations and the business rules of the exchange.
Article 52 A stock exchange shall establish a market risk early warning and investor continuing education system suitable for the characteristics of the Growth Enterprise Market, and urge issuers to establish and improve the investor rights protection system and the internal control system for preventing and correcting violations of laws and regulations.
Article 53 If there are false records, misleading statements or major omissions in the issuance application documents submitted by the issuer to the China Securities Regulatory Commission, the issuer fails to meet the issuance conditions, obtains the issuance approval by fraudulent means, improperly interferes with the audit work of the China Securities Regulatory Commission and its issuance audit committee, forges or alters the signatures and seals of the issuer or its directors, supervisors, senior managers, controlling shareholders and actual controllers, If the issuer and the parties concerned with this issuance publicize the public offering of shares in violation of the provisions of these Measures, the China Securities Regulatory Commission will take the regulatory measures of terminating the examination and not accepting the application for the issuance of shares by hair stylists within 36 months, and impose penalties in accordance with the relevant provisions of the Securities Law.
Article 54 Where a sponsor issues a false record, misleading statement or a major omission in the issuance recommendation, or the sponsor interferes with the audit work of the China Securities Regulatory Commission and its issuance audit committee by improper means, or the signature or seal of the sponsor and its related signatories is forged or altered, or fails to perform other statutory duties, it shall be handled in accordance with the Securities Law and the relevant provisions of the recommendation system.
Article 55 If a securities service institution fails to perform its duties diligently, and the documents produced or issued contain false records, misleading statements or major omissions, the China Securities Regulatory Commission will take the regulatory measures of not accepting the special documents for securities issuance issued by relevant institutions within 12 months and not accepting the special documents for securities issuance issued by relevant signatories within 36 months, and will impose penalties in accordance with the Securities Law and other relevant laws, administrative regulations and rules.
Article 56 Where an issuer, a sponsor institution or a securities service institution produces or issues documents that are not in compliance with the regulations, alters the submitted documents without authorization, or refuses to answer the relevant questions raised by the China Securities Regulatory Commission, the China Securities Regulatory Commission will take regulatory measures such as regulatory talks and ordering corrections to the relevant institutions and responsible persons, depending on the seriousness of the case, and record them in the integrity file and publish them; If the circumstances are particularly serious, give a warning.
Article 57 Where an issuer discloses its profit forecast and its profit does not reach 80% of the profit forecast except for force majeure, its legal representative and the certified public accountant who signed the audit report on the profit forecast shall publicly explain and apologize on the website and newspaper designated by the shareholders' meeting and the China Securities Regulatory Commission; The China Securities Regulatory Commission may give a warning to the legal representative.