| Notice by the Shenzhen Stock Exchange of Issuing the Measures of the Shenzhen Stock Exchange for the Administration of the Listing Committee for the ChiNext | | 深圳证券交易所关于发布《深圳证券交易所创业板上市委员会管理办法》的通知 |
| (No. 504 [2020] of the Shenzhen Stock Exchange) | | （深证上〔2020〕504号） |
| All market participants: | | 各市场参与人： |
| For the purposes of regulating the examination of the issuance and listing on the ChiNext and improving the quality and transparency of the work of the Listing Committee for the ChiNext of the Shenzhen Stock Exchange (“SZSE”), in accordance with the Measures for the Administration of IPO Registration on the ChiNext (For Trial Implementation), the Measures for the Administration of Securities Issuance and Registration by Listed Companies on the ChiNext (For Trial Implementation), and the Measures for the Continuous Regulation of Companies Listed on the ChiNext (for Trial Implementation), the SZSE has developed the Measures of the Shenzhen Stock Exchange for the Administration of the Listing Committee for the ChiNext, which has been approved by the China Securities Regulatory Commission (“CSRC”), is hereby issued and shall come into force on the date of issuance. | | 为规范创业板发行上市审核工作，提高本所创业板上市委员会的工作质量和透明度，根据《创业板首次公开发行股票注册管理办法（试行）》《创业板上市公司证券发行注册管理办法（试行）》《创业板上市公司持续监管办法（试行）》等有关规定，本所制定了《深圳证券交易所创业板上市委员会管理办法》，经中国证监会批准，现予以发布，并自发布之日起施行。 |
| | 特此通知 |
| Annex: Measures of the Shenzhen Stock Exchange for the Administration of the Listing Committee for the ChiNext | | 附件：深圳证券交易所创业板上市委员会管理办法 |
| Shenzhen Stock Exchange | | 深圳证券交易所 |
| June 12, 2020 | | 2020年6月12日 |
| Annex | | 附件 |
| Measures of the Shenzhen Stock Exchange for the Administration of the Listing Committee for the ChiNext | | 深圳证券交易所创业板上市委员会管理办法 |
| Chapter I General Provisions | | 第一章 总则 |
| Article 1 These Measures are developed in accordance with the Measures for the Administration of IPO Registration on the ChiNext (For Trial Implementation), the Measures for the Administration of Securities Issuance and Registration by Listed Companies on the ChiNext (For Trial Implementation), and the Measures for the Continuous Regulation of Companies Listed on the ChiNext (for Trial Implementation) for the purposes of regulating the examination of the issuance and listing of securities on the ChiNext of the SZSE, improving the quality and transparency of the work of the Listing Committee for the ChiNext of the SZSE (hereinafter referred to as the “Listing Committee”). | | 第一条 为规范深圳证券交易所（以下简称本所）创业板证券发行、上市（以下简称发行上市）审核工作，提高本所创业板上市委员会（以下简称上市委）的工作质量和透明度，根据《创业板首次公开发行股票注册管理办法（试行）》《创业板上市公司证券发行注册管理办法（试行）》《创业板上市公司持续监管办法 （试行）》等有关规定，制定本办法。 |
| Article 2 These Measures shall apply to the Listing Committee's participation in the examination of issuance and listing on the ChiNext. | | 第二条 上市委参与创业板发行上市审核工作，适用本办法。 |
| For the purposes of the preceding paragraph, participation in the examination of issuance and listing on the ChiNext includes: | | 前款所称参与创业板发行上市审核工作包括： |
| (1) Deliberating on the examination report and issuance and listing application documents submitted by the issuance and listing examination body of the SZSE; | | （一）对本所发行上市审核机构提交的审核报告和发行上市申请文件进行审议； |
| (2) Reexamining the decision made by the SZSE to dismiss or terminate the examination of the objection raised by the issuer; | | （二）对发行人提出异议的本所不予受理、终止审核决定进行复审； |
| (3) Providing advice on the examination of the issuance and listing of the SZSE; | | （三）对本所发行上市审核工作提供咨询； |
| (4) Other duties prescribed by the SZSE. | | （四）本所规定的其他职责。 |
| Article 3 The Listing Committee shall perform its duties independently in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (“CSRC”), these Measures, and the relevant provisions of the SZSE, without interference from any institution or individual. | | 第三条 上市委依照法律、行政法规、中国证券监督管理委员会（以下简称中国证监会）规定、本办法以及本所相关规定，独立履行职责，不受任何机构和个人的干扰。 |
| Article 4 The Listing Committee shall perform its duties in the form of a work meeting of the Listing Committee (hereinafter referred to as the “Listing Committee Meeting”). At the Listing Committee Meeting, deliberation and reexamination shall be conducted in collegial form, and collegial opinions shall be formed through collective discussion. | | 第四条 上市委通过上市委工作会议（以下简称上市委会议）的形式履行职责。上市委会议以合议方式进行审议和复审，通过集体讨论，形成合议意见。 |
| Article 5 The SZSE shall be responsible for the day-to-day management of the Listing Committee, providing the required conditions and convenience for the Listing Committee and its members to perform their duties, and evaluating and supervising the work of the Listing Committee and its members. | | 第五条 本所负责上市委事务的日常管理，为上市委及委员履行职责提供必要的条件和便利，对上市委及委员的工作进行考核和监督。 |
| Chapter II Staff Composition and Term of Office | | 第二章 人员组成与任期 |
| Article 6 Members of the Listing Committee shall be mainly composed of experts outside the SZSE and relevant professionals inside the SZSE, and be appointed by the SZSE. | | 第六条 上市委委员主要由本所以外的专家和本所相关专业人员组成，由本所聘任。 |
| Article 7 The Listing Committee shall be composed of no more than 60 members. | | 第七条 上市委由不超过六十名委员组成。 |
| The SZSE may adjust the number of members of the Listing Committee and the composition of staff, where necessary. | | 本所可以根据需要对上市委委员人数和人员构成进行调整。 |
| Article 8 Members of the Listing Committee shall meet the following conditions: | | 第八条 上市委委员应当符合下列条件： |
| (1) They shall have high ideological and political quality, theoretical level, and morality. | | （一）具有较高的政治思想素质、理论水平和道德修养； |
| (2) They shall adhere to principles, be impartial and honest, be devoted to their duties, and strictly abide by laws, administrative regulations, departmental rules, and business rules of the SZSE and relevant self-regulatory organizations. | | （二）坚持原则，公正廉洁，忠于职守，严格遵守法律、行政法规、部门规章和本所及相关自律组织的业务规则； |
| (3) They shall be familiar with the business related to securities issuance and listing as well as applicable securities laws, administrative regulations, departmental rules, and the business rules of the SZSE. | | （三）熟悉证券发行上市相关业务及有关证券法律、行政法规、部门规章和本所业务规则； |
| (4) They shall have expertise in the industries where they work and have a relatively high reputation in the fields where they work. | | （四）熟悉所从事行业的专业知识，在所从事领域内有较高声誉； |
| (5) They shall have no record of violation of law or regulation and no serious bad credit records. | | （五）没有违法、违规记录以及严重不良诚信记录； |
| (6) They shall meet other conditions deemed necessary by the SZSE. | | （六）本所认为必要的其他条件。 |
| Article 9 The SZSE shall employ members of the Listing Committee in accordance with the following procedures: | | 第九条 本所按照下列程序聘任上市委委员： |
| (1) The SZSE shall request relevant entities to refer candidates for membership in the Listing Committee. | | （一）本所提请相关单位推荐上市委委员人选； |
| (2) The SZSE shall publicize the list of membership candidates on the website of the SZSE for not less than five working days. | | （二）本所将委员人选名单在本所网站公示，公示期不少于五个工作日； |
| (3) After the expiration of the public announcement period, the general manager's executive meeting of the SZSE shall select members according to the eligibility requirements for the selection of members, work out a list of members to be appointed, and submit it to the board of governors for examination and approval. | | （三）公示期满后，本所总经理办公会议根据委员选任条件进行遴选，拟定拟聘任委员名单后提交理事会审定； |
| (4) The SZSE shall make appointment decisions, and those who accept the appointment shall sign the relevant committees to perform their duties in accordance with the provisions of the SZSE. | | （四）本所作出聘任决定，接受聘任的委员按照本所规定签署履职相关承诺。 |
| Article 10 The term of office of each member shall be two years and may be renewed. No member shall be eligible to serve more than two terms. | | 第十条 上市委委员每届任期二年，可以连任，但最长不超过两届。 |
| If the term of office of a member expires, he or she shall be re-appointed or replaced by the SZSE. | | 委员任期届满的，由本所予以续聘或者更换。 |
| The SZSE may adjust each term of office of the members and their continuous term of office as required. | | 本所根据需要，可以调整委员每届任期年限和连续任职期限。 |
| Article 11 If any member of the Listing Committee falls under any of the following circumstances, the member shall be dismissed by the SZSE: | | 第十一条 上市委委员有下列情形之一的，本所予以解聘： |
| (1) The member fails to meet the conditions prescribed in Article 8 of these Measures. | | （一）不符合本办法第八条规定的条件； |
| (2) The member commits any violation of work discipline, such as non-compliance with the withdrawal rules and conducting business activities in the identity of the committee member. | | （二）存在不遵守回避制度、利用委员身份开展商业活动等违反工作纪律的行为； |
| (3) The member fails to perform his or her duties in a diligent manner, which fails to satisfy the examination requirements of the SZSE. | | （三）未勤勉尽责，不符合本所考核要求； |
| (4) The member files a resignation application. | | （四）本人提出辞职申请； |
| (5) The entity for which the member works or the institution that refers him or her to serve as a member requests his or her removal, and the SZSE believes he or she is no longer suitable for serving as a member of the Listing Committee upon deliberation. | | （五）所在单位或者推荐其担任委员的机构提请解聘，经本所研究认为不适合担任上市委委员的； |
| (6) The member fails to attend meetings of the Listing Committee two or more times for no reason. | | （六）两次以上无故不参加上市委会议； |
| (7) Any other circumstance under which the SZSE believes he or she is no longer suitable to serve as a member of the Listing Committee. | | （七）本所认为不适合担任上市委委员的其他情形。 |
| A member of the Listing Committee may be removed no matter whether his or her term of office expires or not. After the member of the Listing Committee is removed, the SZSE shall appoint a new member to the Listing Committee in a timely manner. | | 上市委委员的解聘不受任期是否届满的限制。上市委委员解聘后，本所将及时选聘新的上市委委员。 |
| Chapter III Duties | | 第三章 职责 |
| Article 12 The Listing Committee shall perform the following duties: | | 第十二条 上市委履行以下职责： |
| (1) Deliberating on the examination report issued by the issuance and listing examination body of the SZSE and issuance and listing application documents, and offering deliberation opinions on the preliminary examination opinions given by the issuance and listing examination body. | | （一）对本所发行上市审核机构出具的审核报告以及发行上市申请文件进行审议，就发行上市审核机构提出的初步审核意见，提出审议意见； |
| (2) Reexamining the decisions made by the SZSE to dismiss and terminate the examination of the objection raised by the issuer, and offering reexamination opinions. | | （二）对发行人提出异议的本所不予受理、终止审核决定进行复审，提出复审意见； |
| (3) Discussing the inquiries raised by the issuance and listing examination body of the SZSE and relevant departments, and offering advisory opinions. | | （三）对本所发行上市审核机构及相关部门提交咨询的事项进行讨论，提出咨询意见； |
| (4) Discussing and deliberating on the annual work of the Listing Committee. | | （四）对上市委年度工作进行讨论、研究； |
| (5) Other duties prescribed by the SZSE. | | （五）本所规定的其他职责。 |
| Article 13 Members of the Listing Committee shall perform the following duties: | | 第十三条 上市委委员履行以下职责： |
| (1) They shall guarantee sufficient time and energy to participate in the work of the Listing Committee and perform their duties in a diligent manner. | | （一）保证足够的时间和精力参与上市委的工作，勤勉尽责； |
| (2) They shall attend meetings of the Listing Committee on time, and according to laws and regulations, give their opinions in an independent, objective and impartial manner. | | （二）按时出席上市委会议，依法依规、独立、客观、公正地发表意见； |
| (3) They shall report the relevant matters that affect or may affect their impartial performance of duties to the SZSE in a timely manner. | | （三）及时向本所报告影响或可能影响其公正履职的有关事项； |
| (4) They shall comply with the relevant rules and disciplinary requirements of the Listing Committee of the SZSE, accept the evaluation and supervision of the SZSE, and sign and abide by their commitments to perform their duties. | | （四）遵守本所上市委有关规则和纪律要求，接受本所的考核和监督，签署并遵守其履职承诺； |
| (5) Other duties prescribed by the SZSE. | | （五）本所规定的其他职责。 |
| Article 14 Members of the Listing Committee shall attend the meeting in person and may not entrust any other person to attend the meeting on their behalf. | | 第十四条 上市委委员应当亲自出席会议，不得委托他人代为出席。 |
| If a member of the Listing Committee is unable to attend the meeting in person due to withdrawal, force majeure, an accident, or any other particular circumstance, the member shall notify the Secretariat of the Listing Committee in advance. The SZSE may, where appropriate, make corresponding adjustments to the members attending the meeting or to meeting arrangements, among others. | | 上市委委员因回避、不可抗力、意外事件或者其他特殊情形不能亲自出席会议的，应当提前通知上市委秘书处。本所可根据情况对参会委员或会议安排等做相应调整。 |
| Article 15 If a member of the Listing Committee falls under any of the following circumstances when performing duties, the member shall withdraw: | | 第十五条 上市委委员履行职责时，有下列情形之一的，应当回避： |
| (1) The member of the Listing Committee or his or her relative serves as a director, supervisor, or senior executive of the issuer or its controlling shareholder, actual controller or the sponsor, or the independent financial adviser within the recent two years. | | （一）上市委委员或者其亲属近两年内担任发行人或其控股股东、实际控制人或者保荐人、独立财务顾问的董事、监事、高级管理人员； |
| (2) The member of the Listing Committee or his or her relative, or the entity where the member of the Listing Committee works has equity relations with the issuer, the sponsor, or the independent financial adviser, which may affect his or her impartial performance of duties. | | （二）上市委委员或者其亲属、上市委委员所在工作单位与发行人、保荐人、独立财务顾问存在股权关系，可能影响其公正履行职责； |
| (3) The member of the Listing Committee or his or her relative, or the entity where the member of the Listing Committee works provides the issuer with sponsorship, underwriting, auditing, assessment, legal, consulting and other services within the recent two years, which may affect his or her impartial performance of duties. | | （三）上市委委员或者其亲属、上市委委员所在工作单位近两年内为发行人提供保荐、承销、审计、评估、法律、咨询等服务，可能影响其公正履行职责； |
| (4) The company where the member of the Listing Committee or his or her relative serves as the director, supervisor or senior executive has industry competition relations with the issuer or has interest relations with the issuer, the sponsor or the independent financial adviser, which may affect the member's impartial performance of duties upon determination. | | （四）上市委委员或者其亲属担任董事、监事、高级管理人员的公司与发行人存在行业竞争关系，或者与发行人、保荐人、独立财务顾问有利害关系，经认定可能影响其公正履行职责； |
| (5) Before the meeting of the Listing Committee is convened, the member has contact with the issuer, the sponsor, the independent financial adviser, or any other relevant entity or individual, which may affect the member's impartial performance of duties. | | （五）上市委会议召开前，与发行人、保荐人、独立财务顾问及其他相关单位或者个人进行过接触，可能影响其公正履行职责； |
| (6) Any other circumstance determined by the SZSE that may arouse conflicts of interest or that may affect the member's impartial performance of duties in the opinion of the member of the Listing Committee. | | （六）本所认定的可能产生利害冲突或者上市委委员认为可能影响其公正履行职责的其他情形。 |
| For the purposes of the preceding paragraph, “relative” includes the spouse, parents, children, brothers or sisters of a member of the Listing Committee, and parents of the member's spouse, spouses of his or her sons or daughters, and spouses of his or her brothers or sisters. | | 前款所称亲属，包括上市委委员的配偶、父母、子女、兄弟姐妹、配偶的父母、子女的配偶、兄弟姐妹的配偶。 |
Article 16 The SZSE shall set up the Secretariat of the Listing Committee, which handles the following specific affairs as the working body of the Listing Committee:
．．．．．． | | 第十六条 本所设立上市委秘书处，作为上市委的办事机构，负责处理下列具体事务：
．．．．．． |
|
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 【￥800.00】 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
|
| | | |
| | | |