Notice of the Shanghai Stock Exchange on Issuing the Guidelines for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Identification Standards for Asset-light and High R&D Investment (for Trial Implementation).
SSF [2024] No. 130 2024-10-11
Market Participants:
In order to implement the requirements of the "Eight Measures of the China Securities Regulatory Commission on Deepening the Reform of the Science and Technology Innovation Board and Serving the Development of Scientific and Technological Innovation and the Development of New Quality Productive Forces", refine the identification criteria for enterprises with "light assets and high R&D investment", and encourage listed companies on the Science and Technology Innovation Board to increase R&D investment and enhance their scientific and technological innovation capabilities, the Shanghai Stock Exchange has formulated the Guidelines for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Identification Standards for Light Assets and High R&D Investment (Trial) (see the annex for details), which is hereby promulgated and shall come into force on the date of promulgation.
Notice is hereby given.
Tax House Attachments:
1. Guidelines for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Criteria for Determining Asset-light and High R&D Investment (for Trial Implementation)
2. Drafting instructions for the Guidelines for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Identification Standards for Asset-light and High R&D Investment (for Trial Implementation).
Shanghai Stock Exchange
October 11, 2024
Annex 1
Guidelines for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Identification Standards for Asset-light and High R&D Investment (Trial)
Article 1 In order to further enhance the scientific and technological innovation capabilities of listed companies and encourage enterprises to increase R&D investment, these guidelines are formulated in accordance with the Administrative Measures for the Registration of Securities Issuance of Listed Companies and the Opinions on the Application of Relevant Provisions of Articles 9, 10, 11, 13, 40, 57 and 60 of the Administrative Measures for the Registration of Securities Issuance of Listed Companies - Opinions on the Application of Securities and Futures Law No. 18 (hereinafter referred to as "Opinions No. 18") and other provisions.
Article 2 In accordance with Article 5 of Opinion No. 18, these Guidelines shall apply to companies listed on the STAR Market (hereinafter referred to as the "Company") with the characteristics of light assets and high R&D investment, and the proportion of the funds raised by refinancing is used to supplement liquidity and repay debts exceeds 30% of the total amount of funds raised.
The term "asset-light and high R&D investment" as used in the preceding paragraph refers to having both asset-light and high R&D investment characteristics.
Article 3 At the end of the most recent year, if the total proportion of fixed assets, projects under construction, land use rights, right-of-use assets, long-term amortized expenses and other physical assets formed through capital expenditure is not higher than 20% of the total assets, it can be recognized as having asset-light characteristics.
Article 4 If the company meets the following indicators at the same time, it can be identified as having the characteristics of high R&D investment:
(1) The average R&D investment in the last three years shall not be less than 15% of the operating income or the cumulative R&D investment in the last three years shall not be less than 300 million yuan;
(2) The proportion of R&D personnel in the total number of employees in the current year shall not be less than 10%.
Article 5 If the Company does not comply with the provisions of Articles 3 and 4 of these Guidelines, but the fundraising project is in line with the direction of major national strategic support and is used for R&D and breakthrough of key core technologies, the relevant provisions of Article 5 of the Opinions No. 18 on the proportion of raised funds used to supplement liquidity and repay debts exceed 30% of the total amount of funds raised may be applied after full demonstration.
Article 6 The sponsor institution and the reporting accountant shall focus on and verify the following matters and issue special verification opinions:
(1) The specific basis and reasonableness of the relevant asset accounts involved in the determination of asset-light characteristics, and whether the aggregation and accounting of relevant asset accounts are reasonable and accurate.
(2) Whether the calculation of the company's R&D investment is reasonable; whether the aggregation of R&D investment is accurate; whether the data sources related to R&D investment are verifiable; Whether the internal control system related to R&D is sound and effectively implemented.
(3) Whether the company meets the standards specified in Articles 2 to 5 of these guidelines, and the reasonableness of the proportion of funds raised to supplement liquidity and repay debts exceeds 30%.
(4) The specific investment direction, calculation basis and financing necessity of the company's R&D expenditure of the fundraising project, as well as the relevance of R&D content and main business.
Article 7 The company shall disclose the following contents in the prospectus:
(1) The specific composition and amount of the relevant assets involved in the determination of asset-light characteristics, and the proportion of the total assets.
(2) The average proportion of R&D investment in operating income in the last three years and the total cumulative R&D investment in the last three years.
(3) Whether the company meets the standards specified in Articles 2 to 5 of these guidelines, and the reasonableness of the proportion of funds raised to supplement liquidity and repay debts exceeds 30%.
(4) The specific investment composition and calculation basis of the R&D expenditure of the fundraising project, the expected transformation of R&D results, the uncertainty risk of R&D, and the relevance of R&D content and main business.
Article 8 After the company implements refinancing, it shall disclose the following contents in the annual report and the verification report on the use of the previous raised funds:
(1) The use of raised funds, investment progress, balances, and the progress of relevant R&D projects that exceed the limits on the proportion of supplementary liquidity and debt repayment.
(2) Changes in the use of the funds raised in excess of the previous limit on replenishment of liquidity and repayment of debts.
Article 9 If the part of the raised funds raised by the Company for replenishing liquidity and repaying debts exceeds 30% of the proportion of the raised funds, and the purpose is subsequently changed, it shall continue to comply with the provisions of Article 5 of the Opinions No. 18 that in principle, it shall be used for R&D investment related to the main business.
Article 10 If the company's previous refinancing violates the provisions of Article 9 of these guidelines, and the use of the relevant part of the raised funds after the change does not meet the regulatory requirements, it shall reduce the corresponding scale of raised funds in this refinancing.
Article 11 The Firm shall be responsible for the interpretation of these Guidelines.
Article 12: These Guidelines shall come into force on the date of promulgation.
Annex 2
Drafting Instructions for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Criteria for Determining Asset-light and High R&D Investment (for Trial Implementation).
In order to implement the requirements of the China Securities Regulatory Commission's "Eight Measures for Deepening the Reform of the Science and Technology Innovation Board and Serving the Development of Scientific and Technological Innovation and New Quality Productivity" (hereinafter referred to as the "Eight Measures") and support the high-quality development of science and technology enterprises, the Shanghai Stock Exchange (hereinafter referred to as the "Exchange") has formulated the "Guidelines for the Application of the Review Rules for Issuance and Listing of the Shanghai Stock Exchange No. 6 - Identification Standards for Light Assets and High R&D Investment (Trial)" (hereinafter referred to as the "Guidelines"), which are hereby explained as follows.
1. Drafting background
On June 19, 2024, the China Securities Regulatory Commission (CSRC) issued the "Section Eight Articles", proposing to explore the establishment of "asset-light and high R&D investment" recognition standards. In accordance with the Administrative Measures for the Registration of Securities Issuance of Listed Companies and the Opinions on the Application of Relevant Provisions of Articles 9, 10, 11, 10, 40, 57 and 60 of the Administrative Measures for the Registration of Securities Issuance of Listed Companies - Opinions on the Application of Securities and Futures Law No. 18 (hereinafter referred to as the "Opinions") and other relevant provisions, on the basis of summarizing the cases of enterprises on the Science and Technology Innovation Board in the early stage, and taking into account the characteristics of the business model of "light assets and high R&D investment", the Guiding Principles are formulated. Further encourage enterprises to increase R&D investment and enhance their scientific and technological innovation capabilities.
Second, the main content
There are 12 articles in the Guidelines, which clarify the scope of application, specific identification standards, verification requirements, information disclosure requirements, and regulatory requirements for raising funds for enterprises identified as "asset-light and high R&D investment" enterprises on the Science and Technology Innovation Board. The main contents are as follows.
The first is to clarify the scope of application. It clarifies the scope of application of the criteria for identifying "asset-light and high R&D investment" enterprises stipulated in the Guidelines, and refers to enterprises with the characteristics of light assets and high R&D investment that are subject to Article 5 of Opinion No. 18.
The second is to refine the identification criteria. Opinion No. 18 puts forward the concept of an enterprise with the characteristics of "light assets and high R&D investment". On this basis, the Guidelines further refine and clarify the specific identification criteria for enterprises with "light assets and high R&D investment".
The third is to tighten the responsibilities of intermediaries. It is clarified that the recommending institutions and reporting accountants should focus on and verify the relevant matters related to the identification of "asset-light and high R&D investment" enterprises, and require the issuance of special verification opinions.
Fourth, strengthen information disclosure requirements. The company is required to add disclosure in the prospectus that the company meets the relevant requirements of "light assets and high R&D investment", the reasonableness of the use of the raised funds to supplement liquidity and repay debts of more than 30%, and strengthen the disclosure of information related to the R&D expenditure, R&D content, and R&D risks of the fundraising project.
Fifth, strengthen the supervision of raised funds. The company is required to disclose the use of raised funds and the promotion of R&D projects in the annual report and the pre-fundraising assurance report. Strengthen the supervision of the change in the use of raised funds for the replenishment of liquidity and the repayment of debts exceeding 30%.