Notice on the Transition Arrangements for the Review Work Related to the Full Implementation of the Stock Issuance Registration System

Shang Zheng Han Document〔2023〕263

To market participants:

In order to steadily promote the full implementation of the stock issuance registration system and ensure the orderly continuation and smooth transition of the issuance and listing review work, according to the China Securities Regulatory Commission (CSRC)'s Notice on Arrangements for the Transition Period of Relevant Administrative Licensing Items before and after the Full Implementation of the Stock Issuance Registration System (hereinafter referred to as the Notice) and other requirements, the Shanghai Stock Exchange (SSE) hereby announces the relevant work arrangements as follows:

1. Within 10 working days from the date of the release of the main rules for the full implementation of the registration system, the SSE will accept the submissions of applications from companies under review for initial public offerings, refinancing, and mergers and acquisitions on the Shanghai Main Board by the CSRC (hereinafter referred to as the companies under review for the Main Board). Ten working days after the release of the main rules for the full implementation of the registration system, the SSE will begin to accept applications submitted by new applicants for the Main Board.

Issuers, listed companies, sponsors and independent financial advisors shall, in accordance with the relevant regulations of the CSRC and the SSE, submit electronic application documents through the SSE's issuance and listing review business system, and the application documents shall be consistent with the original hard copies. When submitting the application documents, the companies under review for the Main Board shall submit the reply to previous feedback opinions and other documents at the same time.

2. The order in which the SSE accepts the applications submitted by companies under review for the Main Board within the time limit specified in Article 1 of this notice is not the order of review by the SSE. The SSE will proceed with the review according to the company’s review stage and order of acceptance at the CSRC. Companies under review for the Main Board that fail to submit applications within the time limit specified in Article 1 of this notice shall be deemed as new applicants.

3. Based on the order of review and existing review results for the companies under review for initial public offering (IPO) on the Main Board at the CSRC, the SSE conducts review work in accordance with the registration-based review procedures and rules. The specific arrangements for the companies under review for the Main Board are as follows:

(1) For those that have passed the review by the Issuance Review Committee, the SSE will proceed according to the Notice.

(2) For those that have passed the preliminary review meeting during the review process of the CSRC but have not yet passed the review by the Issuance Review Committee, the SSE will continue with the review based on the CSRC's order of acceptance and review results, and arrange review meetings and Listing Committee meetings after the opinions from the preliminary review meeting are implemented.

(3) For those who have received feedback from the CSRC but have not yet gone through a preliminary review meeting, the SSE will continue with the issuance and listing review work in accordance with the CSRC's order of acceptance and review results.

(4) For those that have been accepted by the CSRC but have not yet received feedback, the SSE will send the first round of inquiries within 20 working days after 10 working days from the date when the main rules for the full implementation of the registration system are released.

(5) Companies under review for refinancing and mergers and acquisitions on the Main Board shall be handled with reference to the aforementioned arrangements.

4. When a company under suspension of review for the Main Board submits an application to the SSE within the time limit specified in Article 1 of this notice and is accepted, if the conditions for suspension have not been eliminated, the SSE will continue with the suspension in accordance with relevant regulations. If the conditions for suspension has been eliminated, the issuer (or listed company), its sponsor, and the securities service provider shall notify the SSE in a timely manner, and upon review and confirmation, the SSE will resume the issuance and listing review.

5. The time limit for the sponsors or independent financial advisors of companies under review for the Main Board to submit working papers and verified prospectuses (if necessary) in accordance with the Rules Governing the Review of Offering and Listing of Stocks on Shanghai Stock Exchange and other relevant regulations shall be extended to within 30 working days after the SSE accepts the application documents, but no later than the time when the SSE submits its review opinion to the CSRC.

6. During handling of applications, the SSE requires that the financial statements cited in the prospectus of the company under review for IPO on the Main Board, and the financial statements of the relevant assets involved in the transaction cited in the major asset restructuring report of the company under review for merger and acquisition on the Main Board should be within the valid period of 9 months.

7. The SSE is proceeding as normal with the acceptance and review of applications for issuance and listing on the STAR Market. Companies under review by the SSE for the STAR Market shall update their application documents in accordance with the registration administration measures and information disclosure rules adopted after the full implementation of the registration system, and submit special explanations and verification opinions in compliance with the new regulations through the issuance and listing review business system of the SSE within 15 working days of the release of the main rules for the full implementation of the registration system. The updated version of the application documents can be submitted with the next response to inquiry or the financial report update.

8. The issuer shall ensure that the application documents submitted meet the requirements of the relevant rules for the full implementation of the registration system. The sponsor shall prudently check the application documents, make professional judgment on whether the issuer meets the sector definition, issuance conditions, listing conditions and information disclosure requirements, and prudently make decisions on recommendation. The independent financial advisor shall conduct a comprehensive examination and verification of the application documents, make professional judgment on whether the transaction meets the restructuring conditions and information disclosure requirements, and prudently issue relevant documents. The securities service provider shall ensure the authenticity, accuracy and completeness of both the contents of the application documents related to its professional duties and the documents it issues. The SSE will punish violations found during the review process in strict accordance with regulations.

This notice shall take effect on the date of publication. All market participants are requested to properly make relevant business preparations.
 

Shanghai Stock Exchange

February 1, 2023