1. Major capital market systems in mainland China:
Shanghai Stock Exchange: Main Board and Science and Technology Innovation Board
Shenzhen Stock Exchange: Main Board and GEM
Beijing Stock Exchange: the original selection layer of the New Third Board
(1) The main board market, also known as the one-board market.
It refers to the securities market in the traditional sense, which refers to the main place for the issuance, listing and trading of securities in a country or region. Companies listed on the main board of Chinese mainland are listed on the Shanghai Stock Exchange and the Shenzhen Stock Exchange. The main board market is the most important component of the capital market, which can reflect the economic development to a large extent, and is known as the "barometer of the national economy".
The main board market has higher standards for issuers in terms of business term, share capital, size, profitability level, minimum market capitalization, etc., and most of the listed companies are large mature enterprises with large capital scale and stable profitability. The business premises are the Shanghai Stock Exchange and the Shenzhen Stock Exchange.
(2) The ChiNext and Sci-Tech Innovation Board markets, also known as the second-board markets.
GEM: The establishment of the GEM on the Shenzhen Stock Exchange refers to a market dedicated to assisting emerging innovative companies, especially high-tech companies, in raising funds and conducting capital operations. It is a forward-looking market that focuses on the company's development prospects and growth potential. Its listing standards are lower than those of mature Main Board markets; It is a high-risk market, so more attention is paid to the company's information disclosure. The GEM requires investors to make their own judgments on the business capacity of listed companies, adhere to the principle of buyer responsibility, and put forward higher requirements for the professional qualifications and relevant work experience of sponsors. With "disclosure-oriented" as the regulatory method, strict requirements for comprehensive, timely and accurate information disclosure are proposed.
Science and Technology Innovation Board: The new Science and Technology Innovation Board was established on the Shanghai Stock Exchange, which adheres to the world's scientific and technological frontiers, the main economic battlefield, and the major needs of the country, and mainly serves scientific and technological innovation enterprises that are in line with national strategies, break through key core technologies, and have high market recognition. Focus on supporting the new generation of information technology, high-end equipment, new materials, new energy, energy conservation and environmental protection, biomedicine and other high-tech industries and strategic emerging industries, promote the deep integration of the Internet, big data, cloud computing, artificial intelligence and manufacturing, lead high-end consumption, and promote quality, efficiency and power change.
(3) The new third board market, the national small and medium-sized enterprise share transfer system.
This includes both the Basic and Innovation layers. It has the characteristics of low entry threshold, relatively short listing time, low cost, good growth and poor liquidity. It is a national corporate equity trading venue that is completely independent of the Shanghai Stock Exchange and the Shenzhen Stock Exchange.
(4) The four-board market, also known as the regional equity trading market.
It is a private market that provides equity and bond transfer and financing services for enterprises in a specific region, and is an important part of the multi-level capital market in mainland China. It has a positive effect on promoting equity transactions and financing of enterprises, especially small and medium-sized enterprises, encouraging scientific and technological innovation and activating private capital, and strengthening support for the weak links of the real economy.
Second, market positioning
Floor Market:
The main boards of the Shanghai Stock Exchange and the Shenzhen Stock Exchange are positioned to support the financing development of relatively mature enterprises, and to become better and stronger.
GEM is positioned as a growth-oriented innovative and entrepreneurial enterprise, supporting the deep integration of traditional industries with new technologies, new industries, new business formats and new models.
The Science and Technology Innovation Board is positioned as a scientific and technological innovation enterprise that is "facing the world's frontier of science and technology, facing the main battlefield of the economy, facing the major needs of the country, in line with the national strategy, with key core technologies, and high market recognition".
The Beijing Stock Exchange positions small and medium-sized innovative enterprises, focuses on supporting "specialized, special and new" enterprises, generally translates the basic systems of the selected layer, adheres to the fact that the listed companies on the Beijing Stock Exchange are produced by the innovative layer companies, and maintains the market structure of the basic layer, innovation layer and Beijing Stock Exchange of the New Third Board.
OTC Market:
The New Third Board mainly provides trading and financing platforms for emerging industry enterprises, unlisted enterprises with financing needs, and delisted enterprises.
The regional equity market provides a trading and financing platform for local small and micro enterprises.
3. The overall workflow of the IPO
1. Preparation stage for listing:
(1) Determine the working group, hire an intermediary agency, and all parties enter the site to start due diligence;
(2) Research, demonstrate and form a preliminary listing plan, and formulate a listing schedule
(3) Carry out audit evaluation, profit forecast (if necessary) and other work
(4) According to compliance requirements, sort out potential problems and clear obstacles for listing
(5) Preparation of listing application materials
(6) Conduct listing counseling training for directors, supervisors, senior executives (directors, supervisors, managers and relevant senior managers) and shareholders and other counseling objects, and pass the guidance and acceptance of the local securities regulatory bureau.
2. Approval and review stage
(1) Submit application materials to the China Securities Regulatory Commission or the stock exchange
(2) Feedback and reply to the CSRC or the exchange for several rounds
(3) Passing the Listing Committee or the Issuance Review Committee
(4) Approved or registered issuance by the China Securities Regulatory Commission
3. Issuance and listing stage
(1) Print and distribute the prospectus to determine the price range
(2) Pre-roadshow
(3) Roadshow bookkeeping
(4) Pricing
(5) Listing
4. Continuous supervision stage
For the remainder of the year of listing and two (Main Board/BSE)/three (ChiNext/STAR Market) full fiscal years, the sponsor will determine the content and focus of continuous supervision according to the specific circumstances of the issuer, including but not limited to the issuer's internal control system, the fairness and compliance system of related party transactions, the use of raised funds, and information disclosure obligations.
Fourth, the listing process and time of each sector
(1) The process of issuance and listing on the main board
1. Shareholding restructuring and reporting to Shandong Securities Regulatory Bureau for counseling (about 4-6 months): the enterprise combines the opinions of intermediaries to evaluate the assets to be restructured and the establishment of joint-stock companies, and the intermediaries make listing guidance materials and submit them to the Shandong Provincial Securities Regulatory Commission for counseling and filing.
2. Application and review (about 10 months): report to the China Securities Regulatory Commission -- feedback from the CSRC -- feedback from intermediaries -- the CSRC completes the review of the issuance department -- passes the review of the issuance examination committee of the CSRC.
3. Issuance and listing (1 month): issuance approval - publication of letter of intent - inquiry and roadshow - offline and online issuance - capital verification - listing application - listing.
(2) The review schedule for listing on the Science and Technology Innovation Board and the Growth Enterprise Market
1. Counseling and declaration stage: report to the Securities Regulatory Bureau for counseling and filing (counseling period of at least 3 months), counseling and acceptance stage (in principle, no more than 1 month).
2. Exchange review stage (3 months of exchange review + inquiry reply for a total of 3 months, suspension, suspension, post-meeting matters, on-site inspection, etc. are not included in the time limit): listing application exchange acceptance (generally accepted within 5 working days), the first round of review inquiries and replies (within 20 working days from the date of acceptance), multiple rounds of inquiries and replies (continue to inquire (contingent) within 10 working days after receiving the first round of replies).
3. The Listing Committee reviews and issues audit opinions
4. China Securities Regulatory Commission registration stage: China Securities Regulatory Commission decides whether to register (within 20 working days).
Special Instructions:
1. The above is an ideal time schedule, excluding on-site inspection and securities supervision
The exchange will be asked for further inquiries or supplementary review.
2. When the issuer, its sponsor and securities service institution reply to the exchange's review inquiry
not more than three months in total.
3. The exchange shall issue an agreement within three months from the date of acceptance of the issuance of listing application documents
The review opinion of the listing or the decision to terminate the review of the issuance and listing, but the time for the issuer, its sponsor and securities service institution to respond to the review and inquiry of the SSE is not counted.
4. Issues concerning the understanding and application of rules such as major difficulties and matters without precedent may be adopted
pre-communication with the listing review business system; If it is really necessary to consult in person, you can make an appointment through the exchange's issuance and listing review business system.
5. If the application for issuance and listing is not accepted or the review is terminated, the issuer may accept it
Apply for review within five working days after arriving at the relevant documents of the exchange. However, if the issuer withdraws the application for issuance and listing or the sponsor withdraws the sponsorship and terminates the review, the issuer shall not apply for review.
(3) The listing path and timing of the Beijing Stock Exchange
1. The listing path of non-NEEQ enterprises:
2. The listing path of NEEQ enterprises
3. Beijing Stock Exchange listing review schedule:
(1) Exchange review stage (2 months for review by the Beijing Stock Exchange, excluding inquiry response time): pre-communication - declaration - acceptance (within 5 working days) - submission of working papers - inquiry - inquiry reply - on-site inspection - review by the Listing Committee and issue audit opinions.
(2) China Securities Regulatory Commission registration stage (within 20 working days): China Securities Regulatory Commission decides whether to register.
Special Instructions:
(1) Review and approval agency: Beijing Stock Exchange audit, registered with the China Securities Regulatory Commission. The Beijing Stock Exchange may set up an industry advisory committee to provide professional advice and policy recommendations for the review of issuance and listing.
(2) Listing Committee: The Beijing Stock Exchange has set up an independent review department to review the issuer's public offering and listing application; The Listing Committee has been established to review the audit reports issued by the audit department and the issuer's application documents.
(3) Inquiry: The Beijing Stock Exchange mainly conducts review work by submitting audit inquiries to the issuer and the issuer answering questions to determine whether the issuer meets the issuance conditions, listing conditions and information disclosure requirements.
(4) On-site inspection: The Beijing Stock Exchange requires the issuer to supplement by conducting on-site inspections of the issuer and requiring the sponsor and the securities service institution to conduct special verification on relevant matters.
(5) Registration with the CSRC: After receiving the relevant review materials submitted by the Beijing Stock Exchange, the CSRC will perform the issuance registration procedures.
(6) Re-submission of application: If the Beijing Stock Exchange believes that the issuer does not meet the issuance conditions or information disclosure requirements, and makes a decision to terminate the issuance and listing review, or the CSRC makes a decision not to register, the issuer may submit another application for public offering of shares and listing after six months from the date of the decision. (Listing of enterprises)
Source: IPO practice of the Beijing Stock Exchange
First instance: Wang Yu
Second trial: Jiang Yang
Third trial: Shang Xiaojiao