China Securities Regulatory Commission, Tentative Measures for the Administration of Initial Public Offerings of Shares and the Listing Thereof on the Growth Enterprise Market
中国证券监督管理委员会首次公开发行股票并在创业板上市管理暂行办法
April 16, 2009 | BY
clpstaff &clp articles &Entry to China's Gem requires at least Rmb20 million of net assets.
Published: March 31 2009
Effective: May 1 2009
Applicability: Issuers that apply for initial public offering of shares and
the listing thereof on the Growth Enterprise Market shall comply with the offering conditions of the Securities Law, the Company Law and these Measures (Article 3).
Main Contents: Issuers that apply for initial public offering of shares shall fulfil the following criteria:
(1) the issuer is a company limited by shares established in accordance with the law and has been in continuous operations for three years or more;
(2) it has been profitable consecutively for the most recent two years, its aggregate net profit in the most recent two years is no less than Rmb10 million and its profit continues to grow, or it has been profitable in the most recent year, its net profit is no less than Rmb5 million, its business income in the most recent year was no less than Rmb50 million, and the growth rate of its business income in the most recent two years has been no less than 30%; the basis for calculating net profit shall be the lower of the figures before and after deducting non-recurring gains and losses;
(3) its net assets at the end of the most recent reporting period is not less than Rmb20 million, and it does not have any losses not made up; and
(4) its total share capital after the offering is no less than Rmb30 million (Article 10).
The issuer shall mainly engage in one line of business, and its production and operation activities shall comply with the state's industrial and environmental protection policies (Article 12).
The issuer shall have continued profitability and shall not be in the following circumstances:
(1) its position in its industry or the business environment of its industry has undergone or will undergo a major change that has or will have a material adverse effect on the issuer's continued profitability; or
(2) there is a risk of a material adverse change to the acquisition or use of major assets or technologies such as trademarks, patents, proprietary technologies or franchise rights that it is using (Article 14).
The issuer's business results shall not be heavily reliant on its tax privileges (Article 15). The sponsor for the issuer's offering of shares and the listing thereof on the Growth Enterprise Market shall conduct due diligence investigation and make prudential judgement in respect of the growth of the issuer, and issue a dedicated opinion thereon. Where the issuer is an enterprise that provides proprietary innovations, it shall specify in its dedicated opinion the issuer's capability for proprietary innovation (Article 32).
Related legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21; and PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31
clp reference:3710/09.03.31promulgated:2009-03-31effective:2009-05-01This premium content is reserved for
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