SSE Guide to Securities Listing Procedures

SSE Guide to Securities Listing Procedures

The term "securities" refers to stock, corporate bonds, or convertible corporate bonds (hereinafter referred to as convertible bonds) and other negotiable securities.

1. After the securities issuance application has been approved by the CSRC issuance examination and verification committee, the issuer and its sponsor and managing underwriter shall promptly contact the issuance and listing department or the bond funding department of the SSE to apply for a securities code and a securities trading abbreviation and communicate over matters relating to securities issuance and a listing application.

2. After obtaining approval documents from the CSRC for the securities issuance application, the issuer and its managing underwriter shall promptly contact the SSE to submit an issuance program and an issuance plan.

3. If the issuer gains approval documents from the CSRC for the securities issuance application, SSE shall give priority to the application that is submitted to SSE earlier. However, if the issuance plan is different from the agreed one, the issuer and its managing underwriter shall consult with SSE and identify another listing date upon the approval of SSE.

If multiple issuers, after obtaining approval documents from the CSRC for the securities issuance application, submit their applications to SSE at the same time while cannot issue their stocks on the same day due to the market or technology limits, SSE shall make arrangements for their issuances in the time order of their approval documents they gained from the CSRC. However, SSE shall give priority to the issuer whose prospectus and the latest accounting reports will expire and meanwhile who applies to SSE late due to objective reasons.

SSE shall, according to the market condition, adjust the listing date after consulting with the issuer and the managing underwriter.

4. If the issuer issues securities to the public and applies to list them on the trading market of the SSE, it shall disclose its issue announcement, the full text of its prospectus (letter of intention to offer shares, offering prospectus), inspection documents and appendices thereto (hereinafter referred to as the "relevant documents") on the SSE website (www.sse.com.cn)and be responsible for their content.

5. The issuer and its managing underwriter shall, before 15:30 (14:00 in the case of a corporate bond issue) on the working day immediately before the day on which they intend to disclose the issue announcement, the full text of the prospectus (letter of intention to offer shares, offering prospectus) and the relevant documents, and submit the following materials to the Exchange:

(1) CSRC documents approving the public issuance of securities;

(2) The issuer's application to issue securities through the SSE system;

(3) The issue announcement and the full text of the prospectus (letter of intention to offer shares, offering prospectus) and the relevant documents;

(4) The issuer and its managing underwriter's letter of confirmation guaranteeing consistency between the electronic and written versions of the issue announcement, the full text of the prospectus (letter of intention to offer shares, offering prospectus) and the relevant documents, and assuming full responsibility for the same;

(5) Other documents required by the SSE.

6. During the securities issuance period, the issuer and its managing underwriter shall, before15:30 (14:00 in the case of a corporate bond issue) on the same day, submit to SSE all announcements to be disclosed on the following day, contact the designated disclosure media outlets to confirm the release of such announcements, and shall be responsible for the contents.

7. Where special circumstances prevent such announcements from being submitted before 15:30 (14:00 in the case of a corporate bond issue), an application must be submitted to SSE half an hour before the deadline.

8. The issuer and its managing underwriter shall ensure the accuracy and completeness of issuance data included in relevant materials submitted to the Exchange. Issuance data include the issue price, the number of shares to be issued, the time of issuance, the subscription code, the placement ratio, the trading unit of the managing underwriter, the securities account number of the managing underwriter, and other relevant data.

9. Unless otherwise approved by the SSE, for IPOs, public issues of additional shares, or public issues of convertible bonds, the online issuance period shall not exceed one trading day, the offline issuance period shall not exceed two trading days, and the rights issuance period shall not exceed five trading days.

During the online issuance period for an IPO, public issues of additional shares, or public issues of convertible bonds, the managing underwriter may, after the market close on T date (the online issuance date), apply to the SSE to inquire about the preliminary results of subscriptions for shares issued online. Where shares and convertible bonds of a listed company are placed with existing shareholders, its managing underwriter may, after the market close on the first day immediately following T date, independently inquire about the number of shares validly placed with existing shareholders through its securities account.

for IPOs, the issuer and the managing underwriter may, after the market close on T+1 date, apply to the SSE to inquire about the subscription data of shares validly purchased and the table of success rate.

For public issues of additional shares or convertible bonds, the issuer and the managing underwriter may, after the market close on T+2 date, apply to the SSE to inquire about the subscription data of validly purchased and the table of success rate.

10. Unless otherwise approved by the SSE, for corporate bonds, the online issuance period shall not exceed one trading day, and the offline issuance period shall not exceed five trading days. The deadline for offline issuance shall be at least two trading days later than the online issuance deadline.

During the online issuance period for corporate bonds, the SSE will, through its existing A-share real-time transaction data interface, submit transaction data for the online issuance of corporate bonds to the Shanghai branch of China Securities Depository and Clearing Corporation Limited. The Shanghai branch of China Securities Depository and Clearing Corporation Limited shall conduct clearing operations at the end of each trading day. Registration results for valid subscriptions may be checked at the end of the next trading day or on the second trading day for such subscriptions. The securities code for registration data shall be the securities code for the corporate bonds issued online on this occasion.

Before 10:30 on the trading day immediately after the offline issuance deadline, the managing underwriter shall submit sales registration data to the bond funding department of the Exchange.

11. When making an IPO, the managing underwriter shall, before 11:00 on the first day immediately after T date, submit tables for online and offline placements for which capital verification has not been undertaken to the SSE as required;when issuing additional shares and convertible bonds to the public, it shall, before 16:00 on the first day immediately after T date, submit tables for online and offline placements for which capital verification has not been undertaken to the SSE as required.

Where the capital verification process indicates no abnormalities, the managing underwriter shall not adjust the online and offline placement tables submitted; where any abnormality arises in the course of capital verification, the managing underwriter may, according to the capital verification circumstances, adjust the online and offline placement tables submitted, and shall immediately take action to coordinate and deal with any such abnormality and promptly report the results to the SSE.

Where the managing underwriter adjusts the online and offline placement tables when making an IPO, it shall, before 17:00 on the first day immediately after T date, submit the adjusted online and offline placement tables to the SSE as required;where the managing underwriter adjusts online and offline placement tables when issuing additional shares or convertible bonds to the public, it shall, before 11:00 on the second day immediately after T date, submit the adjusted online and offline placement tables to the SSE as required.

12. When underwriting securities, the managing underwriter shall fully disclose the subscription time and subscription procedures to price inquiry agencies and other investors. Price inquiry agencies and other investors shall not increase,reduce or modify quotation or subscription data beyond the subscription time and subscription procedures specified or announced, and the issuer and the managing underwriter shall not assist price inquiry agencies and other investors in increasing, reducing or modifying quotation or subscription data beyond the subscription time and subscription procedures specified or announced.

13. After a securities issue is completed, the issuer and its sponsor and managing underwriter shall, in accordance with the requirements of the Share Listing Rules and the Corporate Bonds Rules of the Shanghai Stock Exchange, promptly prepare and submit securities listing application documents.

14. The issuer, the sponsor and the managing underwriter shall ensure the accuracy and completeness of securities listing data included in the listing application materials submitted to the Exchange. Securities listing data include the issue price (or the opening reference price on the first listing day), the number of shares to be listed, the time of listing, the securities code, the capital stock structure, and other relevant data.

15. Listing application documents for an IPO, a public issue of additional shares,a rights issue or a public issue of convertible corporate bonds shall be submitted to the SSE before 15:30 on the fifth day before L date.

Listing application documents for corporate bonds in existence after separately traded convertible corporate bonds are split and listing application documents for warrants in existence after such a split shall be submitted to the listing department of the SSE as required before 15:30 on the fifth day before L date. Listing application documents for warrants in existence after the split shall also be submitted to the management department of the SSE for the record.

16. The listing committee of the SSE shall examine matters relating to the initial listing of shares and corporate bonds.

The SSE will, according to the examination opinions of the listing committee, decide whether or not to approve the listing application.

17. Where the issuer's securities listing application is approved after being examined by the Exchange, the issuer shall disclose listing announcements prepared in accordance with relevant requirements and other documents required by the SSE on the SSE website, and shall be responsible for their content.

18. SSE will determine the L date according to the issuer's application, national laws and regulations, and SSE rules.

If multiple issuers, after obtaining approval documents from the CSRC for the securities issuance application, submit their applications to SSE at the same time while cannot issue their stocks on the same day due to the market or technology limits, SSE shall make arrangements for their issuances in the time order of their approval documents they gained from the CSRC. However, SSE shall give priority to the issuer whose prospectus and the latest accounting reports will expire and meanwhile who applies to SSE late due to objective reasons.

SSE shall, according to the market condition, adjust the listing date after consulting with the issuer and the managing underwriter.

19. Where shares or convertible bonds meet listing conditions, the period from the day on which their issuance is completed to L date (L date is the day on which securities are listed) shall not exceed seven trading days. Where corporate bonds meet listing conditions, the SSE will coordinate and make arrangements for the listing date after receiving the issuer's custody registration certificate. The SSE may adjust the securities listing date according to market conditions.

The day on which an IPO, a public issue of additional shares, or a public issue of convertible corporate bonds is completed shall be the day on which successful subscription results are announced. The day on which a rights issue is completed shall be the ex-rights trading day.

20. Before securities are initially listed, the issuer shall, in accordance with the relevant requirements of the Administrative Measures of the China Securities Regulatory Commission for International Securities Identification Numbers, apply for an ISIN code for the newly listed securities through the SSE website.