二、北交所IPO

On September 5, Beijing Stock Exchange issued the Notice of the Beijing Stock Exchange on Public Solicitation of Public Opinions on Listing Rules, Trading Rules and Membership Management Rules. Beijing Stock Exchange Listing Rules (Trial) (draft for comment), Beijing Stock Exchange Trading Rules (Trial) (draft for comment) and Beijing Stock Exchange Member Management Rules (Trial) (draft for comment) were drafted and public comments were solicited.



An issuer applying for a public offering and listing shall meet the following conditions:

(1) The issuer is an innovation-level listed company that has been listed continuously for at least 12 months in the national stock transfer system;

(2) meeting the issuance conditions prescribed by the China Securities Regulatory Commission;

(3) Net assets of not less than 50 million yuan at the end of the latest year;

(4) Not less than 1 million shares are publicly issued to non-specific qualified investors, and the issue object is not less than 100 people;

(5) After the public offering, the total share capital of the company shall not be less than 30 million yuan;

(6) After the public offering, the number of shareholders of the company shall not be less than 200, and the proportion of public shareholders shall not be less than 25% of the total share capital of the company; Where the total share capital of the company exceeds 400 million yuan, the shareholding ratio of public shareholders shall not be less than 10% of the total share capital of the company;

(7) Market value and financial indicators meet the standards stipulated in these Rules;

(8) Other listing conditions stipulated by the Exchange.



When the issuer applies for public offering and listing, the market value and financial indicators shall meet at least one of the following criteria:



(1) The estimated market value is not less than 200 million yuan, the net profit of the last two years is not less than 15 million yuan and the weighted average return on equity is not less than 8%, or the net profit of the latest year is not less than 25 million yuan and the weighted average return on equity is not less than 8%;



(b) the market value is expected to be not less than 400 million yuan, the average operating income in the last two years is not less than 100 million yuan, and the growth rate of operating income in the latest year is not less than 30%, the net cash flow generated by operating activities in the latest year is positive;



(3) The market value is expected to be not less than 800 million yuan, the operating income of the latest year is not less than 200 million yuan, the total investment in research and development in the last two years accounted for not less than 8% of the total operating income of the last two years;



(4) The expected market value is not less than 1.5 billion yuan, and the total investment in research and development in the last two years is not less than 50 million yuan.



In view of the fact that the issuer of Beijing Stock Exchange is an innovation-level listed company that has been listed in the national stock transfer system for at least 12 consecutive months, the listing conditions of the innovation level are:



If a listed company enters the innovation layer or applies for a listed company to enter the innovation layer at the same time, it shall meet one of the following conditions:



1, the net profit in the last two years is not less than 10 million yuan, the weighted average return on equity in the last two years is not less than 8%, and the total share capital is not less than 20 million yuan;



2, in the last two years, the average operating income is not less than 60 million yuan, and continues to grow, the average annual compound growth rate is not less than 50%, the total share capital is not less than 20 million yuan;



3. The average market value of the 60 market-making or collective bidding days that have recently been traded is not less than 600 million yuan, and the total share capital is not less than 50 million yuan; If market making is adopted, the number of market makers shall not be less than 6; Or adopt market-making transaction at the time of listing. After the listing is completed at the same time, the company's stock market value is not less than 600 million yuan, the total share capital is not less than 50 million yuan, the number of market makers is not less than 6, and the market maker's Treasury shares are obtained through this private issuance;



At the same time, the following conditions shall be met:



1. The company has completed the directional issuance of shares (including preferred shares) since its listing, and the total amount of financing issued is not less than 10 million yuan; Complete the listing at the same time the directional issuance of shares, and the financing amount is not less than 10 million yuan;



2. The number of qualified investors who meet the suitability conditions for the basic level investors of the national stock transfer system is not less than 50;



3. Net assets at the end of the latest year are not negative;



4. Improve corporate governance, formulate and disclose the system of shareholders' meeting, board of directors and board of supervisors, foreign investment management system, foreign guarantee management system, related party transaction management system, investor relations management system, profit distribution management system and promise management system; Set up the secretary of the board of directors;



5. Other conditions stipulated by the China Securities Regulatory Commission and the National stock transfer company.



Third, science and technology board



In addition to the following two specified circumstances, the issuer applying for initial stock offering listing shall meet at least one of the following listing criteria, and the issuer's prospectus and the sponsor's listing recommendation shall clearly state the specific listing criteria selected:



1, the market value is expected to be not less than 1 billion yuan, the net profit of the last two years are positive and the cumulative net profit is not less than 50 million yuan, or the market value is not less than 1 billion yuan, the net profit of the most recent year is positive and the operating income is not less than 100 million yuan;



2. The market value is expected to be no less than 1.5 billion yuan, the operating income of the latest year is no less than 200 million yuan, and the proportion of cumulative R&D investment in the last three years is no less than 15% of the cumulative operating income of the last three years;



3. The market value is expected to be no less than RMB 2 billion yuan, the operating income of the most recent year is no less than RMB 300 million yuan, and the cumulative net cash flow generated by operating activities in the last three years is no less than RMB 100 million yuan;



4. The market value is expected to be no less than RMB 3 billion yuan, and the operating income in the latest year is no less than RMB 300 million yuan;



5, the market value is expected to be no less than 4 billion yuan, the main business or products need to be approved by the relevant state departments, the market space is large, and has achieved phased results. Pharmaceutical industry enterprises must have at least one core product approved to carry out phase II clinical trials, and other enterprises that meet the positioning of the science and technology board must have obvious technical advantages and meet the corresponding conditions.



The net profit mentioned in the preceding paragraph shall be the lower before and after deducting non-recurring profit and loss. The net profit, operating income and net cash flow generated from operating activities shall all refer to the audited figures.



Red chip enterprises that comply with the relevant provisions of the Notice of The General Office of the State Council Forwarding Several Opinions of the CSRC on carrying out the Pilot Program of Domestic Issuance of Shares or depositary Receipts by Innovative Enterprises (2018) No. 21) can apply to issue shares or depositary receipts and list on the Science and Technology Innovation Board. A red-chip enterprise that has not yet been listed overseas, has independent research and development, advanced international technology, and is in a comparative advantage position in the same industry competition, applies for issuing shares or depositary receipts and is listed on the Science and Technology innovation board, and its market value and financial indicators shall meet at least one of the following listing standards. The prospectus of the issuer and the listing recommendation of the sponsor should clearly state the specific listing criteria selected:



1. The estimated market value is not less than RMB 10 billion yuan;

2. The market value is expected to be no less than 5 billion yuan, and the operating income in the latest year is no less than 500 million yuan



Where an issuer with voting rights differential arrangement applies for an initial public offering of shares or depositary receipts and is listed on the Science and Technology Board, its voting rights arrangement shall comply with the rules of the Shanghai Stock Exchange for the Listing of Stocks on the Science and Technology Board. The issuer shall meet at least one of the following listing criteria, and the issuer's prospectus and the sponsor's listing recommendation shall clearly state the specific listing criteria selected:



1. The estimated market value is not less than RMB 10 billion yuan;

2. The market value is expected to be no less than 5 billion yuan, and the operating income in the latest year is no less than 500 million yuan.


Fourth, growth Enterprise Board



In addition to the following two specified circumstances, the issuer applying for initial stock offering listing shall meet at least one of the following listing criteria, and the issuer's prospectus and the sponsor's listing recommendation shall clearly state the specific listing criteria selected:



1, the net profit in the last two years are positive, and the cumulative net profit is not less than 50 million yuan;



2. The market value is expected to be no less than RMB 1 billion, the net profit of the latest year is positive and the operating income is no less than RMB 100 million;



3. The market value is expected to be no less than 5 billion yuan, and the operating income in the latest year is no less than 300 million yuan.



The term "net profit" in this chapter shall be the lower before and after deducting non-recurring profit and loss, and the term "net profit" and "operating income" shall refer to the audited figures.



Red-chip enterprises that meet the relevant regulations such as "Several Opinions" and have positive net profit in the latest year can apply for issuing shares or depositary receipts and listing on the GEM.



A red-chip enterprise that has not yet been listed overseas, has independent research and development, advanced international technology, and is in a comparative advantage position in the same industry competition, applies for issuing shares or depositary receipts and is listed on the GEM, and its market value and financial indicators shall meet at least one of the following listing standards. The prospectus of the issuer and the listing recommendation of the sponsor should clearly state the specific listing criteria selected:



1, the market value is expected to be not less than 10 billion yuan, and the net profit of the latest year is positive;

2. The market value is expected to be no less than RMB 5 billion, the net profit of the latest year is positive and the operating income is no less than RMB 500 million.



The term "rapid growth of business income" as mentioned in the preceding paragraph means that it meets one of the following standards:



1. If the operating income of the most recent year is not less than 500 million yuan, the compound growth rate of operating income of the most recent three years is more than 10%;



2. If the operating income in the most recent year is less than 500 million yuan, the compound growth rate of operating income in the most recent three years is more than 20%;



3. Affected by cyclical fluctuations in the industry and other factors, the industry as a whole is in a downward cycle, and the compound growth rate of operating income of the issuer in the last three years is higher than the average growth level of comparable companies in the same industry during the same period.



Red chip enterprises in the research and development stage and red chip enterprises that are important to the national innovation-driven development strategy are not applicable to the "rapid growth of business income" regulation.



Where an issuer with differential voting rights applies for an initial public offering of shares or depositary receipts and is listed on the GEM, its voting rights arrangement shall comply with the rules for Listing Shares on the GEM of the Shenzhen Stock Exchange and other rules; The market value and financial indicators should meet at least one of the following listing criteria, and the issuer's prospectus and the sponsor's listing recommendation should clearly state the specific listing criteria selected:



1, the market value is expected to be not less than 10 billion yuan, and the net profit of the latest year is positive;

2. The market value is expected to be no less than RMB 5 billion, the net profit of the latest year is positive and the operating income is no less than RMB 500 million.



Five, Hong Kong listed main board



1. Profitability testing



(a) have a business record of not less than 3 fiscal years, during which the profit attributable to shareholders of the new applicant for the most recent year shall not be less than HK $20 million, and the accumulated profit attributable to shareholders for the previous two years shall not be less than HK $30 million. The above profit shall be deducted from the income or loss arising from the business other than the ordinary business;

(b) Management remains unchanged for at least the first three fiscal years; and

(c) Ownership and control remained unchanged for at least the most recent audited fiscal year.



2. Market cap/earnings/cash flow test

(a) have a business record of not less than 3 fiscal years;

(b) Management remains unchanged for at least the first three fiscal years;

(c) Ownership and control remain unchanged for at least the most recent audited fiscal year;

(d) a market capitalisation of at least HK $2 billion at the time of listing;

(e) earnings of at least HK $500 million for the most recent audited financial year; and

(f) the new applicant or his group's proposed listed business had a combined cash inflow of at least HK $100 million in the preceding three financial years.



3. Market cap/revenue test

(a) have a business record of not less than 3 fiscal years;

(b) Management remains unchanged for at least the first three fiscal years;

(c) Ownership and control remain unchanged for at least the most recent audited fiscal year;

(d) a market capitalisation of at least HK $4 billion at the time of listing; and

(e) Earnings of at least HK $500 million for the most recent audited financial year.



【 Profit test value update tips 】

新的盈利规定将于2022年1月1日生效，因此任何上市申请人于2022年1月1日或之后提交主板上市申请，包括之前提交申请的续期或GEM的转版申请，均需符合新的盈利规定。若个别上市申请人未能符合新的盈利分布，联交所会按个别申请人情况授予宽限并作出合适安排。

6. Gem listed in Hong Kong



1. Financial indicators (no clear profit requirement)

(a) the total net cash inflow from the operations of the new applicant or its group in the two financial years preceding the issuance of the listing documents must be at least HK $30 million;

(b) a market capitalisation of at least HK $150 million at the time of listing;

(c) For reasons satisfactory to the Exchange, it may be possible to accept a business record period of less than two financial years for prospective new applicants, and may also be exempted from compliance or variation, and even if the Exchange accepts a business record period of less than two financial years, the applicant will still be required to meet the cash flow requirement of HK $30 million during that shorter business record period.



2. Other indicators

(a) the ownership and control of the applicant must remain unchanged for the full financial year prior to the issuance of the listing document and for the entire period up to the listing date; and

(b) the applicant's management must remain substantially unchanged during the two full financial years preceding the issuance of the listing document and up to the listing date;

(d) the period to be covered by the new applicant's accountant's report is the two financial years immediately preceding the issue of the listing document;

(e) For a new applicant, the most recent financial period reported by the reporting accountant shall not end earlier than six months before the date of issue of the listing document;

(f) At the time of listing, the amount of public shareholding is not less than HK $45 million in market value, representing at least 25% of the total issued share capital of the Company;

(g) At least three independent non-executive Directors, who must make up at least one third of the Board.



Extended reading: Beijing Stock Exchange listing conditions released! Prepare for at least a year!