Shanghai Stock Exchange, Rules for Listing Shares on the Science and Technology Innovation Board (Draft for Comments)

The market valuation and financial indicators of an issuer applying to list on the Science and Technology Innovation Board of the Shanghai Stock Exchange shall, at minimum, satisfy one of the following sets of criteria:

(1) an anticipated market valuation of not less than Rmb1 billion, and net profits in the black and an aggregate net profit of not less than Rmb50 million for the previous two years, or an anticipated market valuation of not less than Rmb1 billion, and a net profit in the black and operating revenue of not less than Rmb100 million in the previous year;

(2) an anticipated market valuation of not less than Rmb1.5 billion, and an operating revenue of not less than Rmb200 million in the previous year and research and development outlays in the previous three years in total accounting for not less than 15% of its operating revenue for the previous three years;

(3) an anticipated market valuation of not less than Rmb2 billion, and an operating revenue of not less than Rmb300 million in the previous year and a net cash flow generated by its business activities of not less than Rmb100 million in the aggregate in the previous three years;

(4) an anticipated market valuation of not less than Rmb3 billion and operating revenue of not less than Rmb300 million in the previous year; or

(5) an anticipated market valuation of not less than Rmb4 billion, its main business or products being subject to approval by a relevant government department, having a large market space, having secured partial achievements and having obtained a certain amount of investment from a well-known investment firm. An enterprise in the pharmaceutical industry shall have secured at least one second phase clinical trial approval document for a Class 1 new drug, and other enterprises that satisfy the positioning of the Science and Technology Innovation Board shall have marked technical strengths and satisfy the relevant conditions (2.1.2).

In addition to satisfying the other listing conditions specified by the Shanghai Stock Exchange, where an issuer with a weighted voting rights arrangement applies to list on the Shanghai Stock Exchange, its weighted voting rights arrangement shall have been operating in a stable manner for at least one complete fiscal year, and its market valuation and financial indicators shall satisfy one of the following sets of criteria:

(1) an anticipated market valuation of not less than Rmb10 billion; or

(2) an anticipated market valuation of not less than Rmb5 billion and operating revenue of not less than Rmb500 million in the previous year (4.5.3).

A shareholder that holds shares with special voting rights shall have made material contributions to the development or the growth of the business, etc. of the listed company, and be a person who has continuously served as a director of the company before and after its listing or be a shareholding entity actually controlled by such person.

The shares in the listed company in which a shareholder with special voting rights has a beneficial interest, in total, shall account for at least 10% of all the company's outstanding voting rights shares (4.5.4).

The articles of association of a listed company shall specify the number of votes attaching to each share with special voting rights.

The number of votes attaching to each share with special voting rights shall be identical and may not exceed 10 times the number of votes attaching to each common share (4.5.5).

A listed company shall ensure that the percentage of common voting rights is not less than 10%.

For the purposes of these Rules, the phrase “percentage of common voting rights” means the ratio of the number of votes attaching to all of the common shares to the number of votes attaching to all of the listed company's outstanding shares (4.5.8).

Special voting rights shares may not be traded on the secondary market, but may be transferred in accordance with relevant provisions of the Shanghai Stock Exchange (4.5.9).