The Shanghai Stock Exchange has released the "Guide for the Science and Technology Innovation Board Growth Market." 32 existing non-profitable enterprises will enter the science and technology innovation board growth market starting from today.

Shanghai Stock Exchange releases "Guidelines for Self-discipline Supervision of Companies Listed on the Science and Technology Innovation Board No. 5 - Science and Technology Growth Layer." A relevant person from the Shanghai Stock Exchange said in response to questions from reporters that they are focusing on the positioning of the Science and Technology Growth Layer as outlined in the "Opinions on the Science and Technology Innovation Board," emphasizing better support for high-quality non-profit technology enterprises, which is a key focus of reform, and ensuring strict access requirements. This reform does not set additional listing thresholds for non-profit enterprises to be included in the Science and Technology Growth Layer. The existing 32 non-profit enterprises will enter the Science and Technology Growth Layer from the date of the release of the guidelines, and newly registered non-profit enterprises will enter from the listing date. The Shanghai Stock Exchange has conducted a press briefing on the revised business rules for further deepening the reform of the Science and Technology Innovation Board to implement the "Opinions of the China Securities Regulatory Commission on Setting up a Science and Technology Growth Layer on the Science and Technology Innovation Board to Enhance System Inclusiveness and Adaptability." Today, the Shanghai Stock Exchange officially released the "Guidelines for Self-discipline Supervision of Companies Listed on the Science and Technology Innovation Board No. 5 - Science and Technology Growth Layer" and other related business rules. A relevant person from the Shanghai Stock Exchange answered questions regarding the formulation and revision of the business rules. 1. Can you introduce the overall situation of the business rules released this time? The Shanghai Stock Exchange has issued a new "Guidelines for Self-discipline Supervision of Companies Listed on the Science and Technology Innovation Board No. 5 - Science and Technology Growth Layer" (referred to as the "Guidelines for Science and Technology Growth Layer"), "Applicable Guidelines for Initial Review No. 7 - Pre-review" (referred to as "Pre-review Guidelines"), and "Applicable Guidelines for Initial Review No. 8 - Senior Professional Institutional Investors" (referred to as "Senior Professional Institutional Investors Guidelines"), as well as revised guidelines for "Member Management Business Guide No. 2 - Essential Clauses for Risk Disclosure Statement" and "Securities Trading Business Guide No. 6 - Special Securities Identification," among other business guidelines. 2. During the public consultation period, the Shanghai Stock Exchange solicited feedback on the "Guidelines for Science and Technology Growth Layer" and "Pre-review Guidelines" from society. Can you talk about the relevant details? From June 18 to June 25, the Shanghai Stock Exchange collected opinions and suggestions on these 2 rules from market participants through official websites, emails, roundtable discussions, and other channels, also responding to inquiries from investors about the rule content through the Shanghai Stock Exchange service hotline. In general, market participants have given positive evaluations of the "Opinions of the China Securities Regulatory Commission on the Science and Technology Innovation Board" and the complementary business rules established by the Shanghai Stock Exchange. They believe that this further deepening of the reform of the Science and Technology Innovation Board has a clear orientation towards problem-solving, focusing on the pain points and difficulties faced by technology enterprises in issuing IPOs. It actively adapts to the needs of technological innovation development in China and the growth requirements of technology enterprises, enhancing the inclusiveness and adaptability of the Science and Technology Innovation Board towards technological innovation and the development of new productive forces. It is conducive to better leveraging the pivotal role of the capital market, promoting the integration of technological innovation and industrial innovation. The practical and prudent reform measures emphasize promoting a balance between investment and financing, adopting a "new and old division" arrangement for some new institutional mechanisms, reflecting a working tone of seeking progress in stability. During the feedback period, the Shanghai Stock Exchange received more than 40 opinions and suggestions from various market participants. The Shanghai Stock Exchange carefully studied each suggestion and absorbed and adopted reasonable proposals, including further clarifying the application scenarios of the pre-review mechanism and the calculation method of the indicators related to the Science and Technology Growth Layer's outgoing criteria. Regarding questions related to the interpretation of rules, the Shanghai Stock Exchange will increase promotional efforts through various forms to provide explanations. For suggestions related to other institutional rules, they will be seriously considered and studied in subsequent rule revisions. 3. Market participants are highly concerned about the establishment of the Science and Technology Growth Layer on the Science and Technology Innovation Board. How will the Shanghai Stock Exchange prudently and orderly implement this reform? The "Opinions of the China Securities Regulatory Commission on the Science and Technology Innovation Board" clearly stipulate the basic requirements for setting up the Science and Technology Growth Layer on the Science and Technology Innovation Board. The "Guidelines for Science and Technology Growth Layer" provides detailed elaboration of these requirements from a business rules perspective. After the implementation of the rules, the Shanghai Stock Exchange will focus on the following four aspects to ensure the effective implementation of the reform: First, adhere to the positioning of the Science and Technology Growth Layer. Emphasize the positioning of the Science and Technology Growth Layer as clarified in the "Opinions of the Science and Technology Innovation Board." Focus on better supporting high-quality non-profit technology enterprises, which is a key focus of the reform, and strictly control access. This reform does not set additional listing thresholds for non-profit enterprises to be included in the Science and Technology Growth Layer. The existing 32 non-profit enterprises will enter the Science and Technology Growth Layer from the date of the release of the guidelines, and newly registered non-profit enterprises will enter from the listing date. Second, implement a "new-old division" for the criteria for companies exiting the Science and Technology Growth Layer. The exit criteria for existing companies remain unchanged, still requiring the first achievement of profitability after listing, helping to stabilize existing companies and investor expectations. At the same time, the exit criteria for newly registered non-profit enterprises will be raised to accelerate the technological R&D and market expansion of newly listed companies. Companies in the Science and Technology Growth Layer should release announcements meeting the exit criteria as specified in the guidelines; the Shanghai Stock Exchange will, in principle, remove the companies within 2 trading days after meeting the criteria. The Shanghai Stock Exchange will strengthen supervision before and after the exit, enhance daily supervision of listed companies and coordinated supervision of abnormal trading, and crack down on insider trading, market manipulation, and other illegal activities. Third, strengthen risk-oriented information disclosure. The "Guidelines for Science and Technology Growth Layer" has provided specific regulations on disclosing the risks of non-profitability and technological R&D risks in the annual and interim reports of Science and Technology Growth Layer companies, and requires continuing supervisory agencies to fulfill their responsibilities. The Shanghai Stock Exchange will strictly enforce the rules, urging Science and Technology Growth Layer companies and supervisory agencies to act honestly and in good faith, fulfill their information disclosure obligations focusing on the value judgment and investment decision-making needs of investors. Fourth, strengthening investor suitability management. This reform does not introduce new investment trading thresholds for individual investors participating in the trading of stocks in the Science and Technology Growth Layer. Investors are still required to have assets of at least 500,000 yuan and 2 years of investment experience. In addition, according to the "Opinions of the Science and Technology Innovation Board," investors interested in investing in newly registered non-profit technology enterprises in the Science and Technology Growth Layer need to sign a special risk disclosure statement. 4. The pre-review mechanism is an important reform and innovation. How will the Shanghai Stock Exchange strengthen the connection between this mechanism and the existing stock issuance and listing review mechanism? This pilot IPO pre-review mechanism for high-quality technology companies is based on the experience of foreign markets, further enhancing the effectiveness and efficiency of pre-communication services at the Shanghai Stock Exchange, as well as the overall quality and efficiency of stock issuance and listing audits. To ensure the success of this mechanism, the Shanghai Stock Exchange has carefully considered market opinions and will focus on the following four aspects to ensure a strong connection between the new pre-review mechanism and the existing stock issuance and listing review mechanism: First, accurately understand the application scenarios. The "Opinions of the Science and Technology Innovation Board" and the "Pre-review Guidelines" specify the requirements for technology companies applying for pre-review, emphasizing the need for "key core technological research activities or meeting other specific circumstances," "potential adverse effects on business operations due to premature disclosure of business technology information and listing plans," and when it is "necessary." Companies applying for pre-review need to fully explain the necessity of their application, and the Shanghai Stock Exchange will rigorously review the applications in accordance with the rules. It is important to note that after the establishment of the pre-review mechanism, the existing business consultation mechanism for stock issuance and listing audits will continue to play a role. Companies with doubts about whether they are eligible for pre-review can consult with the Shanghai Stock Exchange before applying for pre-review. Second, promote the improvement of the quality of application documents. Pre-review is a service provided by the Shanghai Stock Exchange, according to the audit requirements, for reviewing the stock issuance and listing application documents of companies before they are reported. To enhance the quality of pre-review work, companies are encouraged to prepare and submit high-quality pre-review application documents according to the provisions of the "Guidelines for Initial Public Offering of Securities - Application for Initial Public Offering of Stocks and Listing" and "Applicable Guidelines for IPO Rule No. 1 - Acceptance of Application Documents for Application for Listing on the Shanghai Stock Exchange." This will ensure that the documents are genuine, accurate, and complete. Before submitting a pre-review application, companies and sponsors must also adhere to the requirements for IPO formal filings, including conducting a quality control meeting and obtaining guidance and acceptance documents from the China Securities Regulatory Commission's delegated institutions, ensuring the financial data is within the specified valid period. Third, standardize the pre-review process. The Shanghai Stock Exchange will conduct reviews in line with the formal audit procedures, providing feedback to companies and sponsors. The review feedback provided by the Shanghai Stock Exchange does not confirm in advance whether a company meets the positioning, listing conditions, and information disclosure requirements of the Science and Technology Growth Layer. For technology enterprises that have passed the pre-review process and formally submitted an IPO application, the Shanghai Stock Exchange will implement the requirements of the "Opinions of the Science and Technology Innovation Board" to accelerate the audit process. Fourth, strengthen information disclosure management. During the pre-review, the related application documents, the pre-review process, and results will not be disclosed to the public. On the day when a company's formal application is accepted, the company must disclose the inquiries and replies from the pre-review stage on the Shanghai Stock Exchange website, subjecting themselves to market oversight. These documents should be consistent with the prospectus and other documents and should be updated to the most recent financial report date. If the inquiries and replies during the pre-review stage involve state secrets, trade secrets, or other sensitive information, companies can apply for an exemption from disclosure as required. 5. The "Opinions of the Science and Technology Innovation Board" require that for companies applying the fifth set of listing standards on the Science and Technology Innovation Board, the senior professional institutional investor system should be pilot tested. What specific arrangements has the Shanghai Stock Exchange made? In order to further improve the institutional mechanisms for market-oriented identification of high-quality technology companies, the Shanghai Stock Exchange, based on extensive research and market feedback, has developed the "Senior Professional Institutional Investors Guidelines." Once published, these guidelines are applicable to new applicant companies applying for the fifth set of listing standards on the Science and Technology Innovation Board. Firstly, it clarifies the applicable scenarios. Companies applying for listing on the Science and Technology Innovation Board with the fifth set of listing standards are encouraged to autonomously identify and voluntarily disclose information about senior professional institutional investors according to the rules. Intermediary organizations need to carefully verify the identification and disclosure of these investors by the companies. Secondly, it refines the identification criteria. Regarding the subject, it includes considerations of having a sound governance structure, managing assets of significant scale, and being reputable private funds, government-funded funds, main enterprise chains, or their investment institutions. In terms of investment experience, among the technology companies invested by the relevant investment institutions, there should be at least five companies listed on the Science and Technology Innovation Board within the past five years or ten companies listed on major domestic and international stock exchanges. Regarding shareholding percentage and duration, the relevant investment institutions must hold more than 3% of the company's shares or more than 500 million yuan worth of investments from 24 months before the company's IPO application up to its submission, without making abrupt changes. Additionally, the guidelines also set requirements for compliance, independence, and other aspects of senior professional institutional investors. Thirdly, it serves as a reference for audits. Companies autonomously identifying and disclosing senior professional institutional investors, based on the guidelines, are used as references during audits by the Shanghai Stock Exchange to judge whether companies meet recognized market acceptance and growth requirements, but do not confirm their eligibility as a science and technology entity or their compliance with the listing and market requirements. This does not lower audit standards or affect the speed of audits. Companies that have not identified senior professional institutional investors are still eligible to apply for the fifth set of listing standards on the Science and Technology Innovation Board. Fourthly, it emphasizes the responsibilities of all parties. Market participants, including companies, senior professional institutional investors, and intermediary organizations, are prohibited from engaging in activities that harm investors' rights, such as fraudulent statements, stock proxy holding, improper stock acquisitions, bribery, or commercial corruption. The Shanghai Stock Exchange will strengthen supervision in accordance with laws and regulations, crack down on various illegal activities in the implementation of rules, and protect investor rights. 6. The "Opinions of the Science and Technology Innovation Board" require that investors signing up to invest in newly registered non-profit technology enterprises should sign a special risk disclosure statement. How will the Shanghai Stock Exchange handle this work? To help investors better understand the investment risks associated with non-profit enterprise stocks, the Shanghai Stock Exchange has revised the "Member Management Business Guide No. 2 - Essential Clauses for Risk Disclosure Statement." This includes the addition of the "Science and Technology Growth Layer Enterprise Stock Investment Risk Disclosure Statement Essential Clauses," which detail the risks associated with non-profit enterprises, technological R&D, and relevant stock investment and price volatility risks. Securities companies conducting Science and Technology Innovation Board stock brokerage business are required to formulate the "Science and Technology Growth Layer Enterprise Stock Investment Risk Disclosure Statement" based on this, and ensure that ordinary investors sign this document. When ordinary investors first apply for permission to trade on the Science and Technology Innovation Board, they are required to sign the "Science and Technology Board Stock Investor Risk Disclosure Statement." If they wish to participate in the subscription and trading of stocks from newly registered Science and Technology Growth Layer companies, they are also required to sign the "Science and Technology Growth Layer Risk Disclosure Statement." Existing ordinary investors with permits to trade on the Science and Technology Innovation Board are only eligible to participate in the subscription and trading of stocks from newly registered Science and Technology Growth Layer companies after signing the "Science and Technology Growth Layer Risk Disclosure Statement." The Shanghai Stock Exchange will actively coordinate with its member units to ensure that the technical systems are ready as soon as possible, and will organize the signing of the Science and Technology Growth Layer Risk Disclosure Statement in an orderly manner. 7. The Science and Technology Growth Layer includes both existing and newly registered non-profit enterprises. How will investors differentiate between these two types of enterprises when trading? According to the requirements of the "Opinions of the Science and Technology Innovation Board," the stock abbreviation for companies in the Science and Technology Growth Layer will have a special identifier "U." To help investors visually distinguish between stocks from existing and newly registered Science and Technology Growth Layer companies, the Shanghai Stock Exchange has optimized market and trading terminals to display this information. New stocks from Science and Technology Growth Layer companies will be labeled as "Newly Registered" and existing stocks will be labeled accordingly to indicate their status. 8. What are the next steps for the Shanghai Stock Exchange? The Shanghai Stock Exchange will resolutely implement the deployment of the China Securities Regulatory Commission, assume the main responsibility for implementing the reform, and fully promote the "Opinions of the Science and Technology Innovation Board" and its complementary business rules. Firstly, the Shanghai Stock Exchange will focus on implementing the newly established and revised business rules, strengthening the coordination of rules with market, business, technical, and other reform elements, and promoting the rapid implementation of emblematic cases to expand the demonstrative effects of policies. Secondly, continuous efforts will be made to promote the "Opinions of the Science and Technology Innovation Board" and its complementary business rules, interpreting the reform objectives, rule content, and regulatory requirements to help market participants better understand and apply the rules, and gather market consensus to the maximum extent. Finally, there will be a real improvement in the effectiveness of front-line supervisory work, enhancing investor protection, taking effective measures to ensure market stability, prevent and resolve market risks, and create a good market environment for the smooth implementation of the reform.