Measures for the Hierarchical Administration of the National Equities Exchange and Quotations

Chapter 1 General Provisions

Article 1 In order to further improve the market functions of the National Equities Exchange and Quotations System (hereinafter referred to as the National Equities Exchange and Quotations) and implement differentiated institutional arrangements, in accordance with the Decision of the State Council on Issues Concerning the National Equities Exchange and Quotations, and the Supervision of Unlisted Public Companies These Measures are formulated according to laws and regulations, departmental rules and other normative documents such as Administrative Measures.

Article 2 These Measures shall apply to the hierarchical management of companies listed on the National Equities Exchange and Quotations.

Article 3 The hierarchical management of listed companies follows the principles of marketization and openness, fairness and impartiality, and earnestly safeguards the legitimate rights and interests of listed companies and market participants.

The market level to which the listed company belongs and its adjustment does not represent the judgment of the National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the National Equities Exchange and Quotations) on the investment value of the listed company.

Article 4 The National Equities Exchange and Quotations System shall set up a basic layer, an innovation layer and a selection layer, and listed companies that meet different conditions shall be included in the management of different market layers.

Article 5 NEEQ shall formulate objective and differentiated entry and adjustment conditions for each level, and adjust the market level to which the listed company belongs.

Article 6 The National Equities Exchange and Quotations shall implement a regular and immediate adjustment mechanism for the market level to which the listed company belongs.

NEEQ may request intermediaries such as the listed company, the sponsoring brokerage or the sponsor to provide relevant materials according to the needs of the listed company's entry and adjustment.

Article 7 The level entry and adjustment of a listed company shall be reviewed by the National Equities Exchange and Quotations Listing Committee, and a review opinion shall be formed. The National Equities Exchange and Quotations shall make a decision based on the deliberation opinions of the Listing Committee. Except for matters exempted from consideration by the Listing Committee as required.

If the listed company has any objection to the decision on entry and adjustment made by the NEEQ Company, it may apply for a review in accordance with the relevant regulations of the NEEQ Company.

Article 8 NEEQ implements differentiated investor suitability standards, stock trading methods, issuance and financing systems, and different regulatory requirements for corporate governance and information disclosure at each market level.

The National Equities Exchange and Quotations Company discloses securities trading conditions and displays information disclosure documents for each market level, and provides differentiated services for listed companies at each market level.

Article 9 Selected-tier listed companies that comply with the relevant regulations of the China Securities Regulatory Commission, the stock exchange and the National Equities Exchange and Quotations may directly apply to the stock exchange for listing and trading.

Chapter 2 Entry conditions for each market level

Article 10 If a company applying for listing meets the listing requirements, but has not entered the innovation layer, it shall enter the basic layer from the date of listing.

If the listed company has not entered the innovation layer and the selection layer, it should enter the basic layer.

Article 11 To enter the innovation layer, a listed company shall meet one of the following conditions:

(1) The net profit in the last two years is not less than 10 million yuan, the weighted average return on net assets in the last two years is not less than 8% on average, and the total share capital is not less than 20 million yuan;

(2) The average operating income in the last two years is not less than 60 million yuan, and it continues to grow, with an average annual compound growth rate of not less than 50%, and the total share capital is not less than 20 million yuan;

(3) The average market value of the 60 market-making or call auction trading days with recent transactions is not less than 600 million yuan, and the total share capital is not less than 50 million yuan; if the market-making transaction method is adopted, the number of market-making merchants is not less than 6 Family.

Article 12 To enter the innovation layer, a listed company shall also meet the following conditions:

(1) The company has completed directional issuance of stocks (including preferred stocks) since its listing, and the cumulative amount of issuance financing is not less than 10 million yuan;

(2) The number of qualified investors who meet the suitability conditions for basic-level investors of the NEEQ shall be no less than 50;

(3) The net assets at the end of the most recent year are not negative;

(4) It has sound corporate governance, formulates and discloses the rules of general meeting of shareholders, board of directors and board of supervisors, foreign investment management rules, external guarantee management rules, related party transaction management rules, investor relations management rules, profit distribution management rules and commitment management rules; establishing a board of directors Secretary, and he has obtained the qualification for secretary of the board of directors of a company listed on the National Equities Exchange and Quotations;

(5) Other conditions stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 13 If the listed company or other relevant entities have any of the following circumstances within the last 12 months or during the level adjustment period, the listed company shall not enter the innovation layer:

(1) The listed company or its controlling shareholder or actual controller has committed a criminal offence of embezzlement, bribery, misappropriation of property, misappropriation of property or disrupting the order of the socialist market economy; fraudulent issuance, major information disclosure violations, or other matters involving national security or public security , major illegal acts in the fields of ecological safety, production safety, and public health and safety;

(2) The listed company or its controlling shareholders, actual controllers, directors, supervisors, and senior managers are subject to administrative penalties by the China Securities Regulatory Commission and its dispatched offices; condemn;

(3) The listed company or its controlling shareholders, actual controllers, directors, supervisors, and senior managers are being investigated by the judicial authorities for suspected crimes, or are being investigated by the China Securities Regulatory Commission and its dispatched offices for suspected crimes, and there is no clear conclusion yet. Opinion;

(4) The listed company or its controlling shareholder or actual controller has been included in the list of dishonest persons subject to enforcement and the situation has not been eliminated;

(5) Failing to prepare and disclose the annual report within 4 months from the end of each fiscal year in accordance with NEEQ regulations, or fail to prepare and disclose it within 2 months from the end of the first half of each fiscal year semi-annual report;

(6) The financial and accounting reports of the last two years have been audited by an accounting firm that has issued non-standard audit opinions; those who enter the innovation layer only according to the standards specified in Article 11, Item 2 of these Measures, the financial and accounting reports of the last three years have been approved by the accounting firm. Issue an audit report with a non-standard audit opinion;

(7) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 14 A company applying for listing that meets both the listing conditions and the following conditions shall enter the innovation layer from the date of listing:

(1) It complies with the provisions of Item 1 or Item 2 of Article 11 of these Measures; or it adopts the method of market making and trading at the time of listing, and after the listing is completed and shares are issued in a targeted manner, the company's stock market value is not less than 600 million yuan, and its share capital is not less than 600 million yuan. The total amount is not less than 50 million yuan, the number of market makers is not less than 6, and the market maker treasury shares are all obtained through this private placement;

(2) Completing the listing and issuing stocks at the same time, and the financing amount is not less than 10 million yuan;

(3) After the completion of the listing and the directional issuance of stocks, the number of qualified investors who meet the suitability conditions for investors at the basic level of the National Equities Exchange and Quotations System shall be no less than 50;

(4) Comply with the provisions of Items 3 and 4 of Article 12 of these Measures;

(5) There is no circumstance in items 1 to 4 and 6 of Article 13 of these Measures;

(6) Other conditions stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

The market value mentioned in the preceding paragraph refers to the market value of the stock calculated at the price of the company applying for listing at the same time as the directional issuance.

Article 15 A company listed on the innovation tier that has been listed on the National Equities Exchange and Quotations System for 12 consecutive months may apply for public offering and enter the selection tier.

When a listed company applies for a public offering and enters the selection layer, it shall meet one of the following conditions:

(1) The market value is not less than 200 million yuan, the net profit in the last two years is not less than 15 million yuan and the average weighted average return on equity is not less than 8%, or the net profit in the most recent year is not less than 25 million yuan and The weighted average return on equity is not less than 8%;

(2) The market value is not less than 400 million yuan, the average operating income in the past two years is not less than 100 million yuan, and the operating income growth rate in the most recent year is not less than 30%, and the net cash flow from operating activities in the most recent year is just;

(3) The market value is not less than 800 million yuan, the operating income in the last year is not less than 200 million yuan, and the total investment in research and development in the last two years accounts for not less than 8% of the total operating income in the last two years;

(4) The market value is not less than 1.5 billion yuan, and the total R&D investment in the past two years is not less than 50 million yuan.

The market value mentioned in the preceding paragraph refers to the market value of stocks calculated at the price of the listed company's public offering to unspecified qualified investors (hereinafter referred to as the public offering).

Article 16 When a listed company completes the public offering and enters the selection layer, in addition to the conditions specified in Article 15 of these Measures, it shall also meet the following conditions:

(1) The net assets at the end of the most recent year shall not be less than RMB 50 million;

(2) No less than 1,000,000 shares are publicly issued, and no less than 100 people are to be issued;

(3) After the public offering, the total share capital of the company shall not be less than 30 million yuan;

(4) After the public offering, the number of shareholders of the company shall not be less than 200, and the shareholding ratio of public shareholders shall not be less than 25% of the total share capital of the company; if the total share capital of the company exceeds 400 million yuan, the shareholding ratio of public shareholders shall not be less than the share capital of the company. 10% of the total;

(5) Other conditions stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Public shareholders refer to listed company shareholders other than the following shareholders:

(1) Shareholders holding more than 10% of the company's shares and persons acting in concert;

(2) Company directors, supervisors, senior executives and their close family members, legal persons or other organizations directly or indirectly controlled by company directors, supervisors, and senior executives. Close family members, including spouse, children and their spouses, parents and their spouses, siblings and their spouses, spouses’ siblings, and children’s spouse’s parents.

Article 17 Where a listed company or other relevant entities have any of the following circumstances, the listed company shall not enter the selection layer:

(1) The listed company or its controlling shareholder or actual controller has been under the circumstance specified in Item 1 of Article 13 of these Measures in the last three years;

(2) The listed company or its controlling shareholder, actual controller, director, supervisor, or senior executive has been under the circumstance specified in Item 2 of Article 13 of these Measures within the last 12 months;

(3) Circumstances specified in Items 3 to 5 of Article 13 of these Measures;

(4) An audit report with non-standard audit opinions issued by an accounting firm for its financial accounting reports in the last three years;

(5) As stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations, it has a material adverse impact on the listed company's operational stability and its ability to operate independently and continuously in the market, or there are other circumstances such as damage to the listed company's interests.

Chapter 3 Exits at each market level

Article 18 If any of the following situations occurs in a company listed in the innovation layer, the NEEQ Company shall regularly transfer it out of the innovation layer:

(1) The net profit in the last two years is negative, and the operating income is less than 30 million yuan, or the net profit in the most recent year is negative, and the operating income is less than 10 million yuan;

(2) The net assets at the end of the most recent year are negative;

(3) An audit report with a negative opinion or an inability to express an opinion issued by an accounting firm on the financial accounting report of the last year;

(4) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

For listed companies that enter the innovation layer only according to the market value standard specified in Article 11 Item 3 or Article 14 Item 1 Item 1 of these Measures, the provisions of the preceding paragraph Item 1 shall not apply.

Article 19 If any of the following circumstances occurs in a company listed in the innovation layer, the NEEQ Company shall immediately transfer it out of the innovation layer:

(1) For 60 consecutive trading days, the number of qualified investors who meet the suitability conditions for investors at the innovation level of the National Equities Exchange and Quotations System is less than 50;

(2) For 60 consecutive trading days, the daily closing price of the stock is lower than the par value per share;

(3) Failing to prepare and disclose the annual report within 4 months from the end of each fiscal year in accordance with the NEEQ regulations, or fail to prepare and disclose it within 2 months from the end of the first half of each fiscal year semi-annual report;

(4) After the listed company has been promoted, the number of times of administrative punishment by the China Securities Regulatory Commission and its dispatched agency or public censure by the National Equities Exchange and Quotations Company has accumulated to 2 times in the last 24 months due to different matters, or criminal punishment;

(5) Failing to meet the entry requirements of the market tier when entering the tier due to the correction of the annual report, or the circumstance specified in Items 1 to 3 of Paragraph 1 of Article 18 of these Measures occurs;

(6) Those who do not meet the entry requirements of the market level they belong to, but enter on the basis of false materials;

(7) For a listed company entering the innovation layer only according to the market value standard specified in Article 11 Item 3 or Article 14 Paragraph 1 Item 1 of these Measures, the market value of its stock trading is less than 2 for 60 consecutive trading days. 100 million yuan;

(8) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 20 If any of the following circumstances occurs in a company listed on the selection layer, the National Equities Exchange and Quotations shall periodically transfer it out of the selection layer:

(1) The net profit in the last two years is negative, and the operating income is less than 50 million yuan, or the net profit in the most recent year is negative, and the operating income is less than 30 million yuan;

(2) The net assets at the end of the most recent year are negative;

(3) An audit report with a negative opinion or an inability to express an opinion issued by an accounting firm on the financial accounting report of the last year;

(4) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

For listed companies that enter the selection layer only in accordance with the provisions of item 4 of paragraph 2 of Article 15 of these Measures, the provisions of item 1 of the preceding paragraph shall not apply.

Article 21 If any of the following circumstances occurs in a company listed on the selection layer, NEEQ will immediately transfer it out of the selection layer:

(1) The circumstances specified in Items 2 to 4 and 6 of Article 19 of these Measures;

(2) For 60 consecutive trading days, the shareholding ratio of public shareholders is lower than 25% of the company's total share capital; if the company's total share capital exceeds 400 million yuan, the shareholding ratio of public shareholders is lower than the company's total share capital for 60 consecutive trading days 10% of;

(3) For 60 consecutive trading days, the number of shareholders is less than 200;

(4) Due to the correction of the annual report, the entry into the tier does not meet the entry requirements of the market tier to which it belongs, or the circumstances specified in Items 1 to 3 of Paragraph 1 of Article 20 of these Measures occur;

(5) For a listed company that has only entered the selection layer in accordance with the provisions of Article 15, paragraph 2, item 4 of these Measures, the stock trading market value of which is less than 500 million yuan for 60 consecutive trading days;

(6) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Article 22 In the event of a listed company terminating the listing of its stocks as prescribed by the NEEQ Company, the NEEQ Company shall terminate the listing of its stocks in accordance with relevant regulations.

Chapter 4 Market Level Adjustment Procedures for Listed Companies

Article 23 If a listed company completes the public offering and meets the conditions for entering the selection layer, NEEQ will transfer it to the selection layer after it completes the public offering.

Article 24 Where a listed company at the innovation level or the selection level encounters the circumstances specified in Articles 19 and 21 of these Measures, the NEEQ Co., Ltd. shall start the level adjustment within 5 trading days from the date when the situation is identified.

Article 25 If a listed company is transferred out of the innovation layer or selection layer under the circumstances specified in Articles 19 and 21 of these Measures, it shall not re-enter the original market layer within 12 months from the date of transfer. .

If the listed company is adjusted to the basic layer due to the correction of the annual report, which leads to the circumstance specified in items 1 to 3 of Paragraph 1 of Article 18 or Items 1 to 3 of Paragraph 1 of Article 20 of these Measures, and Those who are subject to administrative punishment by the China Securities Regulatory Commission and its dispatched offices or publicly condemned by the National Equities Exchange and Quotations due to false records in the information disclosure documents shall not enter the innovation layer or the selection layer again within 24 months from the date of adjustment to the basic layer.

Article 26 The National Equities Exchange and Quotations will start the regular adjustment of the market level of the listed company on April 30 every year:

(1) If a company listed on the selection layer has any of the circumstances specified in Article 20 of these Measures, it shall be transferred out of the selection layer;

(2) If a company listed in the innovation layer has any of the circumstances specified in Article 18 of these Measures, it shall be transferred out of the innovation layer;

(3) If a company listed on the basic tier meets the entry requirements for the innovation tier, it shall be transferred to the innovation tier upon application.

With the approval of the China Securities Regulatory Commission, NEEQ may increase the number of times of level adjustment of listed companies according to the needs of market development.

Article 27 In the event that a company listed on the selection layer has the circumstance specified in Article 20 or Article 21 of these Measures, the National Equities Exchange and Quotations shall issue a risk warning for its stock trading before transferring it out of the selection layer, and the company shall The stock abbreviation shall be marked and announced before the stock abbreviation.

Article 28 The listed company is transferred out of the selection layer. Those that meet the entry requirements for the innovation layer will enter the innovation layer; those that do not meet the requirements will enter the basic layer.

Listed companies are transferred out of the innovation layer and into the basic layer.

Article 29 Before the NEEQ carries out the regular adjustment of the market level to which the listed company belongs, it shall publicize the list of listed companies to be adjusted by the level on the official website of the NEEQ.

The listed company may, within 5 trading days after the announcement of the list, apply for an objection on the grounds that the fact that the level adjustment is based on is found to be wrong.

NEEQ will adjust the list based on the verification of objections.

Article 30 Where a listed company is forced to terminate the listing of its stocks, NEEQ Co., Ltd. shall not adjust the level of its stocks before the termination of listing of its stocks.

Chapter V Supplementary Provisions

Article 31 The term "net profit, operating income, net cash flow from operating activities, net assets, etc." as mentioned in these Measures refers to the audited values.

Article 32 The specific meanings or calculation methods of the following terms in these Measures are as follows:

(1) Net profit refers to the net profit attributable to the shareholders of the listed company, excluding the profit and loss of minority shareholders, and shall be calculated on the basis of the lower one before and after deducting non-recurring profit and loss.

(2) Net assets refer to the net assets attributable to the shareholders of the listed company, excluding the interests of minority shareholders.

(3) The weighted average return on equity, whichever is lower before and after deducting non-recurring gains and losses, shall be the basis for calculation, and shall be calculated in accordance with the Rules for the Compilation of Information Disclosure by Companies Offering Securities to the Public No. 9 - Return on Equity issued by the China Securities Regulatory Commission and Calculation of Earnings Per Share”.

(4) Average annual compound growth rate: Average annual compound growth rate = √(Rn/Rn-2) -1, where Rn represents the operating income of the most recent year (the nth year).

(5) Net cash flow from operating activities refers to the net cash flow from operating activities listed in the company's cash flow statement; if the company prepares consolidated financial statements, it refers to the cash generated from operating activities listed in the consolidated cash flow statement. Net traffic.

(6) The most recent 60 market-making or call auction trading days refer to April 30 of each year as the deadline, within a period not exceeding 120 market-making trading days or call auction trading days. The last 60 market-making trading days or call auction trading days with transactions.

(7) Completed directional issuance of stocks since listing: including directional issuance after the company's listing and directional issuance at the same time.

(8) Issuance financing: The completion time of issuance financing is subject to the time when NEEQ issues the registration letter for new shares; the amount of issuance financing does not include the non-cash subscription part.

(9) Total share capital refers to the total share capital of common shares of the company; the total share capital referred to in Article 11 of these Measures shall be based on the data on April 30 each year.

(10) Number of qualified investors: The number of qualified investors referred to in Article 12 of these Measures is based on the data on April 30 each year.

(11) The last 12 months: The last 12 months referred to in Article 13 of these Measures refers to the 12 months from the end date of April 30 each year.

(12) 60 consecutive trading days: excluding the day when the stocks of the listed company are suspended from trading.

Article 33 The term "not less than", "not less than" and "above" mentioned in these Measures shall include this number.

Article 34 The National Equities Exchange and Quotations shall be responsible for the interpretation of these measures.

Article 35 These Measures shall come into force on the date of promulgation.