SSE Guide to Securities Listing Procedures

SSE Guide to Securities Listing Procedures

The term "securities" refers to stocks, corporate bonds, or convertible corporate bonds (convertible bonds) and other negotiable securities.

1. After the securities issuance application has been approved by the CSRC offering review committee, the issuer and its sponsor and lead underwriter shall promptly contact the relevant departments of the SSE to apply for a securities code and a securities trading abbreviation and communicate with the latter over matters relating to issuance and listing.

In the case of IPO, please contact the offering and listing department of the SSE; in the case of share or convertible bond issuance by a listed company, please contact the listed company supervision department I of the SSE; and in the case of corporate bond issuance, please contact the bond business department of the SSE.

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

3. If the issuer first applies to the SSE for share issuance after obtaining approval documents from the CSRC, SSE shall give priority to its application However, if the issuance plan is different from the agreed one, the issuer and its lead underwriter shall consult with SSE and identify another listing date upon the approval of SSE.

If, after obtaining approval documents from the CSRC for the issuance, more than one issuer applies to the SSE for issuance on the same day but, due to the market or technical limits, same-day issuance cannot be accomplished, SSE may make arrangements for issuance in the time order of the approval documents they obtained from the CSRC. However, SSE shall give priority to the issuer whose prospectus and the latest accounting reports will soon expire and who applies to SSE late due to objective reasons.

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

4. The issuer of securities that applies to list the securities on the SSE shall disclose its issuance announcement, the full text of its prospectus (letter of intention to offer shares, offering prospectus), related documents for future reference 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 lead underwriter shall, before 15:30 (14:00 in the case of a corporate bond issuance) on the trading day immediately before the day on which they intend to disclose the issuance 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 SSE:

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

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

(3) The issuance 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 lead underwriter's letter of confirmation ensuring consistency between the electronic and written versions of the issuance 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; and

(5) Other documents as required by the SSE.

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

7. Where the issuer and its lead underwriter cannot submit such announcements and relevant documents before 15:30 (14:00 in the case of a corporate bond issue) as required due to special circumstances, they shall submit an application to SSE no later than half an hour before the deadline.

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

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

During the online issuance period for IPOs, public issuance of additional shares, or public issuance of convertible bonds, the lead underwriter may, after the market close on T day (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 to existing shareholders, its lead underwriter may, after the market close on T+1 day (the first day immediately following T day), inquire by itself through its securities account about the valid number of shares placed to existing shareholders.

In the case of IPOs, the issuer and the lead underwriter may, after the market close on T+1 day, apply to the SSE to inquire about the valid subscription data of shares purchased and the table of success rate.

In the case of public issuance of additional shares or convertible bonds, the issuer and the lead underwriter may, after the market close on T+2 day, apply to the SSE to inquire about the valid subscription data of shares purchased and the table of success rate.

10. Unless otherwise approved by the SSE, the online issuance period for corporate bonds 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 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 available for inquiry 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 current tranche of corporate bonds.

Before 10:30 on the trading day immediately following the offline issuance deadline, the lead underwriter shall submit sales registration data to the bond business department of the SSE.

11. When making an IPO, the lead underwriter shall, before 11:00 on T+1 day, submit tables of 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 following T day, submit tables of online and offline placements for which capital verification has not been undertaken to the SSE as required.

Where no abnormality is found in the capital verification process, the lead underwriter shall not adjust the online and offline placement tables submitted; where any abnormality arises in the course of capital verification, the lead 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 lead underwriter adjusts the online and offline placement tables pursuant to the provisions of the preceding paragraph, it shall, before 17:00 on T+1 day, submit the adjusted online and offline placement tables to the SSE as required; where the lead underwriter adjusts online and offline placement tables when issuing additional shares or convertible bonds to the public, it shall, before 11:00 on T+2 day, submit the adjusted online and offline placement tables to the SSE as required.

12. When underwriting securities, the lead underwriter shall fully disclose the subscription time and subscription procedures to investors. 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 lead underwriter shall not assist investors in increasing, reducing or modifying quotation or subscription data beyond the subscription time and subscription procedures specified or announced.

13. After securities issuance is completed, the issuer and its sponsor and lead underwriter shall, in accordance with the requirements of the SSE Stock Listing Rules and the SSE Corporate Bond Listing Rules, promptly prepare and submit application documents for securities listing.

14. The issuer, the sponsor and the lead underwriter shall ensure the accuracy and completeness of securities listing data included in the listing application materials submitted to the SSE. 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 IPOs, public issuance of additional shares, rights issue or public issuance of convertible corporate bonds shall be submitted to the relevant departments of SSE no later than 15:30 on L-5 day (the fifth day before L day).

The listing application documents for corporate bonds with warrants already detached and the listing application documents for warrants detached shall be submitted to the listed company supervision department I of the SSE as required no later than 15:30 on L-5 day. The listing application documents for warrants detached shall also be submitted to the management department of the SSE for the record.

16. The listing committee of the SSE shall review the matters relating to the initial listing of shares and corporate bonds. The SSE will, according to the 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 reviewed by the SSE, 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 day according to the issuer's application, laws, administrative regulations, government department rules and SSE rules.

If more than one issuer applies to the SSE for listing on the same day but, due to the market or technical limits, same-day listing cannot be accomplished, SSE may decide to arrange listing on a first-issued-first-listed basis. However, SSE shall give priority to the issuer whose prospectus and the latest accounting reports will soon expire and who applies to SSE late due to objective reasons.

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

19. Where shares or convertible bonds meet listing conditions, the period from the day on which their issuance is completed to L day (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 IPOs, public issuance of additional shares, or public issuance of convertible corporate bonds is completed shall be the day on which successful subscription results are announced. The day on which rights issue is completed shall be the ex-rights day.

20. Before initial listing of securities, the issuer shall, in accordance with the relevant requirements of the Administrative Measures for International Securities Identification Numbers issued by the CSRC, apply for an ISIN code for the newly listed securities through the SSE website.