| Guiding Opinions of the China Securities Regulatory Commission on Transfer to Another Board for Listing by Companies Quoted on the National Equities Exchange and Quotations | | 中国证监会关于全国中小企业股份转让系统挂牌公司转板上市的指导意见 |
| (Announcement No. 29 [2020] of the China Securities Regulatory Commission) | | （中国证券监督管理委员会公告〔2020〕29号） |
| The Guiding Opinions of the China Securities Regulatory Commission on Transfer to Another Board for Listing by Companies Quoted on the National Equities Exchange and Quotations are hereby issued, and shall come into force on the date of issuance. | | 现公布《中国证监会关于全国中小企业股份转让系统挂牌公司转板上市的指导意见》，自公布之日起施行。 |
| China Securities Regulatory Commission | | 中国证监会 |
| June 3, 2020 | | 2020年6月3日 |
| Annex 1: Guiding Opinions of the China Securities Regulatory Commission on Transfer to Another Board for Listing by Companies Quoted on the National Equities Exchange and Quotations | | 附件1：中国证监会关于全国中小企业股份转让系统挂牌公司转板上市的指导意见 |
| Annex 2: Explanation on the Legislation of the Guiding Opinions of the China Securities Regulatory Commission on Transfer to Another Board for Listing by Companies Quoted on the National Equities Exchange and Quotations | | 附件2：《中国证监会关于全国中小企业股份转让系统挂牌公司转板上市的指导意见》立法说明 |
| Guiding Opinions of the China Securities Regulatory Commission on Transfer to Another Board for Listing by Companies Quoted on the National Equities Exchange and Quotations | | 中国证监会关于全国中小企业股份转让系统挂牌公司转板上市的指导意见 |
| For the purposes of diligently implementing the decisions and arrangements of the CPC Central Committee and the State Council, strengthening the organic connection among capital markets at multiple levels, maximizing the functions of all markets, broadening listing channels, stimulating the market's vitality, and providing differentiated and convenient services for enterprises at different development stages, in accordance with the Company Law of the People's Republic China, the Securities Law of the People's Republic China, the Decision of the State Council on Issues Concerning the National Equities Exchange and Quotations (No. 49 [2013], State Council) and other relevant laws and regulations, the following opinions on transfer to another board for listing by companies quoted on the National Equities Exchange and Quotations (hereinafter referred to as the “NEEQ”) are hereby offered. | | 为认真贯彻落实党中央、国务院决策部署，加强多层次资本市场的有机联系，更好发挥各市场的功能，拓宽上市渠道，激发市场活力，为不同发展阶段的企业提供差异化、便利化服务，根据《中华人民共和国公司法》《中华人民共和国证券法》《国务院关于全国中小企业股份转让系统有关问题的决定》（国发[2013]49号）等有关法律法规，就全国中小企业股份转让系统（以下简称新三板）挂牌公司向证券交易所转板上市提出如下意见。 |
| I. Basic Principles | | 一、基本原则 |
| (1) Market orientation. Market demand shall be followed, enterprises' will shall be respected, eligible quoted companies are allowed to make independent decisions to transfer to another board and independently choose the exchange and board to be transferred to. The transparency of transfer to another board for listing shall be enhanced and examination process and standards shall be all disclosed to the public. | | （一）市场导向。顺应市场需求，尊重企业意愿，允许符合条件的挂牌公司自主作出转板决定，自主选择转入的交易所及板块。提高转板上市透明度，审核过程、标准全部公开。 |
| (2) Making overall planning. The Shanghai Stock Exchange (hereinafter referred to as the “SSE”), the Shenzhen Stock Exchange (hereinafter referred to as the “SZSE”), National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as “NEEQ Co., Ltd.”) and China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “CSDC”) shall strengthen communication and coordination, effectively conduct the transitional work regarding systems and rules, promote the coordinated development of all boards, and guarantee the lawful rights of enterprises. | | （二）统筹兼顾。上海证券交易所（以下简称上交所）、深圳证券交易所（以下简称深交所）、全国中小企业股份转让系统有限责任公司（以下简称全国股转公司）、中国证券登记结算有限责任公司（以下简称中国结算）加强沟通协调，做好制度规则的衔接，促进各板块协调发展，保障企业合法权利。 |
| (3) Conducting pilot programs first. By adhering to stable startup, the pilot program shall be conducted at one board of the SSE and the SZSE respectively at the initial period. After the implementation of the pilot program for a period of time, the mechanism for transfer to another board for listing shall be assessed and improved. | | （三）试点先行。坚持稳起步，初期在上交所、深交所各选择一个板块试点。试点一段时间后，评估完善转板上市机制。 |
| (4) Preventing and controlling risks. Bottom-line thinking shall be strengthened to practically prevent various risks that are likely to arise in the course of transfer to another board for listing, and good preparations shall be made for responding to extreme circumstances and emergencies and guarantee stable implementation. | | （四）防控风险。强化底线思维，切实防范转板上市过程中可能出现的各种风险，做好应对极端情况和突发事件的准备，确保平稳实施。 |
| II. Main system arrangements | | 二、主要制度安排 |
| (1) Scope of boards to be transferred to. During the period of the pilot program, an eligible company quoted on the NEEQ may apply for transfer to the SSE's STAR Market or the SZSE's ChiNext for listing. | | （一）转入板块范围。试点期间，符合条件的新三板挂牌公司可以申请转板至上交所科创板或深交所创业板上市。 |
| (2) Conditions for transfer to another board for listing. An enterprise that applies for transfer to another board for listing shall be a company quoted on the selection layer of the NEEQ for one consecutive year or longer. A quoted company that transfers to another board for listing shall meet the listing conditions of the board to which it transfers. The conditions for transfer to another board for listing shall be basically consistent with the conditions for initial public offering and listing, and the exchange may raise differentiated requirements according to regulatory needs. | | （二）转板上市条件。申请转板上市的企业应当为新三板精选层挂牌公司，且在精选层连续挂牌一年以上。挂牌公司转板上市的，应当符合转入板块的上市条件。转板上市条件应当与首次公开发行并上市的条件保持基本一致，交易所可以根据监管需要提出差异化要求。 |
| (3) Procedures for transfer to another board for listing. The transfer to another board for listing falls under the modification of a stock exchange, does not involve the public offering of stocks, confirmation or registration by the CSRC is not required in accordance with the law, and the SSE or the SZSE shall conduct examination and make a decision in accordance with listing rules. The procedures for transfer to another board for listing mainly include: an enterprise files an application for transfer to another board for listing after performing internal decision-making procedures, the exchange conducts examination and decides whether to approve the listing, the enterprise terminates listing on the NEEQ and is listed for trading on the SSE or the SZSE. | | （三）转板上市程序。转板上市属于股票交易场所的变更，不涉及股票公开发行，依法无需经中国证监会核准或注册，由上交所、深交所依据上市规则进行审核并作出决定。转板上市程序主要包括：企业履行内部决策程序后提出转板上市申请，交易所审核并作出是否同意上市的决定，企业在新三板终止挂牌并在上交所或深交所上市交易。 |
(4) Sponsorship for transfer to another board for listing. A company quoted on the NEEQ which files an application for transfer to another board for listing shall retain a securities company to serve as the listing sponsor in accordance with the relevant provisions of the exchange. Since a company quoted on the selection layer of the NEEQ has been inspected by the sponsor at the time of public offering and continuously overseen after being quoted on the selection layer, the sponsor requirements and procedures for transfer to another board for listing by quoted companies may be adjusted and improved in a proper manner.
．．．．．． | | （四）转板上市保荐。提出转板上市申请的新三板挂牌公司，按照交易所有关规定聘请证券公司担任上市保荐人。鉴于新三板精选层挂牌公司在公开发行时已经保荐机构核查，并在进入精选层后有持续督导，对挂牌公司转板上市的保荐要求和程序可以适当调整完善。
．．．．．． |
|
Dear visitor, as a premium member of this database, you will get complete access to all content.Please go premium and get more.
1. To become a premium member, please call 400-810-8266 Ext. 171.
2. Binding to the account with access to this database.
3. Apply for a trial account.
4. To get instant access to a document, you can Pay Amount 【￥400.00】 for your single purchase. | |
您好：您现在要进入的是北大法宝英文库会员专区。
如您是我们英文用户可直接 登录，进入会员专区查询您所需要的信息；如您还不是我们 的英文用户；您可通过网上支付进行单篇购买，支付成功后即可立即查看本篇内容。
Tel: +86 (10) 82689699, +86 (10) 82668266 ext. 153
Mobile: +86 13311570713
Fax: +86 (10) 82668268
E-mail:info@chinalawinfo.com
|
| | | |
| | | |