To each issuer and recommendation institution:
On February 1, 2023, the comprehensive implementation of the stock issuance registration system reform was officially launched. The rules such as the "Administrative Measures for the Registration of Initial Public Offerings of Stocks" and the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" have been publicly solicited for public opinion. In order to steadily promote the comprehensive implementation of the registration system reform, orderly transition of administrative licensing matters such as the initial public offering of stocks on the main board, refinancing, mergers and acquisitions, and public transfer of listing in national stock conversion companies before and after implementation, and properly arrange for the update of application materials for enterprises under review under the pilot registration system, the relevant work arrangements are hereby notified as follows:
1、 Starting from the date of this notice, the China Securities Regulatory Commission will continue to receive applications for initial public offerings, refinancing, and mergers and acquisitions on the main board. Before fully implementing the registration system, the China Securities Regulatory Commission will proceed with the above-mentioned administrative licensing work in accordance with current regulations.
Starting from the date of the publication of the draft for soliciting opinions on the comprehensive implementation of the registration system, enterprises applying for initial public offering of stocks and listing on the main board that have passed the examination and approval of the issuance and underwriting committee shall carry out the issuance and underwriting work in accordance with the current relevant regulations; Those who have passed the review by the National Development and Reform Commission but have not obtained approval documents can submit an application to the China Securities Regulatory Commission, clearly choosing to continue promoting the administrative licensing process before fully implementing the registration system, and starting the issuance and underwriting work in accordance with current regulations; You can also choose to apply for the suspension of the administrative licensing process, apply to the Shanghai Stock Exchange and Shenzhen Stock Exchange (hereinafter referred to as the Exchange) after fully implementing the registration system, and after completing the issuance and listing review and registration procedures, start the issuance and underwriting work in accordance with the reformed system. For those who declare to the exchange, the exchange shall arrange the issuance review work in accordance with the order of enterprises under review by the China Securities Regulatory Commission.
Before the release of the draft for soliciting opinions on the comprehensive implementation of the registration system, enterprises applying for initial public offering of stocks and listing on the main board that do not meet the financial conditions of the registration system after the full implementation of the registration system may apply the original approval system financial conditions, but other aspects still need to meet the conditions of registration system issuance and listing.
Prior to the release of the main rules for the comprehensive implementation of the registration system, if the application for refinancing, mergers and acquisitions of listed companies on the main board has been reviewed by the Issuance and Examination Commission and the Merger and Acquisition and Reorganization Commission, the China Securities Regulatory Commission shall continue to perform the subsequent procedures. Starting from the date of the release of the main rules for the comprehensive implementation of the registration system, if the refinancing application of the main board listed company has obtained approval documents but has not started the issuance and underwriting work, the exchange shall fulfill the subsequent issuance and underwriting supervision procedures.
2、 Starting from the date of the release of the main rules for the comprehensive implementation of the registration system, the China Securities Regulatory Commission will terminate the review of the initial public offering, refinancing, mergers and acquisitions of enterprises under review on the main board, and transfer the review order and review materials of the relevant enterprises under review to the exchange. Applications for refinancing, mergers and acquisitions of listed companies on the main board that have been accepted but not yet completed will no longer be accepted.
Within 10 working days from the date of the release of the main rules for the comprehensive implementation of the registration system, the exchange will only accept applications for initial public offerings, refinancing, mergers and acquisitions of enterprises under review on the main board of the China Securities Regulatory Commission. Enterprises under review on the main board should prepare application documents in accordance with the relevant provisions of the comprehensive implementation of the registration system and submit their application for issuance and listing registration to the exchange. Those who have submitted feedback replies to the China Securities Regulatory Commission can submit the feedback replies as application documents together with the exchange. The validity period of financial information can be extended by 3 months when the main board is reviewing the application submitted by the enterprise. During this period, the exchange will arrange subsequent audit work for the enterprises accepted based on their audit sequence and audit materials with the China Securities Regulatory Commission, in accordance with the relevant provisions of the comprehensive implementation of the registration system.
3、 After 10 working days from the date of the release of the main rules for the comprehensive implementation of the registration system, the exchange will begin to accept applications for initial public offerings, refinancing, mergers and acquisitions of other enterprises on the main board.
4、 Starting from the date of issuance of this notice, the China Securities Regulatory Commission will continue to receive administrative license applications related to non listed public companies. Before fully implementing the registration system, the China Securities Regulatory Commission will proceed with the above-mentioned administrative licensing work in accordance with current regulations. Companies that have obtained approval or exemption from approval can continue to promote listing and issuance work.
Before the release of the draft for soliciting opinions on the comprehensive implementation of the registration system, enterprises that apply for public transfer through listing in national equity conversion companies may not be eligible for the financial conditions of listing under the registration system after the full implementation of the registration system, but other aspects still need to meet the registration system conditions. Starting from the date of the release of the main rules for the comprehensive implementation of the registration system, the enterprises under review will be directly transferred from the approval system to the registration system procedure, and the application documents will be updated in accordance with the relevant provisions for the comprehensive implementation of the registration system. The China Securities Regulatory Commission and National Equities Exchange Corporation will arrange for the subsequent review and registration work in accordance with the relevant provisions for the comprehensive implementation of the registration system.
5、 On the date of the release of the main rules for the comprehensive implementation of the registration system, the pilot registration system may temporarily not update the application documents of the enterprises and their intermediary institutions under review. However, after the comprehensive implementation of the registration system, special explanations and verification opinions that comply with the relevant provisions of the comprehensive implementation of the registration system must be submitted in a timely manner. In the most recent submission of inquiry replies or financial reports, the application documents must be updated in accordance with the relevant provisions of the comprehensive implementation of the registration system.
This notice shall come into effect from the date of its publication. Market entities are requested to make various preparations and form a joint effort to ensure a smooth and orderly transition of enterprises under review before and after the comprehensive implementation of the registration system.
Hereby notified.
China Securities Regulatory Commission
February 1, 2023