The new three-board tiered management method was officially released and implemented on June 27th.

On the evening of May 27th, the stock transfer system company issued a new three-board tiered management method, which was issued on May 27. The main contents include: one defines the entry criteria for the innovation layer, the second is to apply for the listed company to enter the innovation layer to set the access standard, the third is to set the maintenance standard for the innovation layer, and the fourth is to clarify the hierarchical division and adjustment mechanism of the listed company.

Admission criteria:

(1) Continuous profit in the last two years, and the annual average net profit is not less than 20 million yuan (based on the deduction of non-recurring profit and loss before and after the calculation); the weighted average return on net assets in the last two years is not less than 10 % (based on the deduction of non-recurring gains and losses before and after calculation).

(2) In the past two years, the operating income has continued to grow, and the compound annual growth rate is not less than 50%; the average operating income in the last two years is not less than 40 million yuan; the share capital is not less than 20 million shares.

(3) The average market value of 60 market-making transfer days with recent transactions is not less than 600 million yuan; the shareholder's equity at the end of the last year is not less than 50 million yuan; the number of market-making businesses is not less than 6; qualified investors are not Less than 50 people.


The following is the full text:

In order to further implement the spirit of the “Decision of the State Council on Issues Related to the National SME Share Transfer System” and the “Several Opinions of the China Securities Regulatory Commission on Further Promoting the Development of the National SME Share Transfer System”, accelerate the improvement of market functions and reduce the information collection costs of investors. Improve risk control capabilities and prudently promote market innovation. The National Small and Medium Enterprise Share Transfer System Co., Ltd. (hereinafter referred to as “National Share Transfer Company”) has formulated the “Strategic Management Measures for Listed Companies of the National Small and Medium Enterprise Share Transfer System (Trial)” (below) Referred to as “Stratified Management Measures”, it is officially released and implemented, and the relevant matters are announced as follows:

1. Since June 27, 2016, the National Stock Transfer Company has officially implemented hierarchical management of listed companies.

2. From the date of the issuance of the “Strategic Management Measures”, the application-listing company that has not been officially listed may apply to enter the innovation layer in accordance with the provisions of the “Strategic Management Measures”. The specific requirements for applying for entry into the innovation layer, the operational procedures, and the application for listing at the same time will be separately issued.

Third, in order to ensure the smooth development of the stratification work and ensure that the stratified data is accurate and complete, the listed companies that intend to enter the innovation layer should pass the sponsoring brokerage before June 6, 2016, in the “Strategic Support Platform for the National SME Share Transfer System”. (http://fc.neeq.com.cn) Fill in the audited 2013 annual operating income and other data. The listed company shall ensure that the data submitted is true, accurate and complete, and the sponsoring securities firm shall perform its duties diligently and do a good job of prior review and supervision of the data submitted by the listed company.

4. The listed company entering the innovation level shall publicly disclose the relevant system stipulated in Article 7 of the Stratified Management Measures after the supervision of the sponsoring securities company by August 31, 2016.

5. The listed company entering the innovation level shall establish the secretary of the board of directors and act as the senior management of the company in accordance with the provisions of Article 7 of the “Strategic Management Measures”. The secretary of the board of directors shall obtain the qualification certificate within the prescribed time. The board secretary's appointment requirements and qualification management methods will be released separately.

6. Private equity fund management institutions can enter the innovation layer after rectification according to relevant regulatory requirements, and meet the innovation level standards; small loan companies, financing guarantee companies, financial leasing companies, pawn shops, commercial factoring companies, and Internet finance and other special industries. The listed company will not enter the innovation layer until the relevant regulatory policies are clear.

7. After the national share transfer company publicizes the list of listed companies entering the basic and innovation layers on the official website, the listed companies that have objections or voluntarily renounce the entry into the innovation layer shall, in accordance with the provisions of Article 14 of the Stratified Management Measures, The company will send a scanned copy of the objection application document stamped with the company's official seal to the designated mailbox (3 days) from the date of transfer of the company's tiered list, and mail the original objection application and the original certificate to the national share transfer company in time.

The listed company and the sponsoring brokerage company should pay great attention to it. In accordance with the requirements of the national share transfer company, they should actively cooperate with the stratification-related work. In the process of implementation, there were important situations and timely reports to the national share transfer company.

Hierarchical management approach (trial)

Chapter I General

The first one is to further improve the market function of the national SMEs share transfer system (hereinafter referred to as the “National Share Transfer System”), reduce the information collection cost of investors, improve the risk control capability, and prudently promote market innovation, according to the “State Council’s shares on national SMEs”. These Measures are formulated in accordance with the relevant provisions of the “Decision on Transferring System-related Issues” and the “Measures for the Supervision and Administration of Non-Listed Public Companies” and “Several Opinions of the China Securities Regulatory Commission on Further Promoting the Development of the National SME Share Transfer System”.

Article 2 These measures shall apply to the hierarchical management of listed companies in the national share transfer system.

Article 3 The tiered management of listed companies follows the principles of marketization, openness, fairness and impartiality, and effectively protects the legitimate rights and interests of listed companies and market participants.

Article 4 The national share transfer system shall establish an innovation layer and a foundation layer, and listed companies that meet different standards shall be included in the innovation layer or the base layer management.

Article 5 The National Small and Medium Enterprise Share Transfer System Co., Ltd. (hereinafter referred to as the “National Share Transfer Company”) formulates objective and open stratification standards and maintenance standards, and regularly adjusts the market level of the listed companies. The market level and adjustment of the listed company does not represent the judgment of the national share transfer company on the investment value of the listed company.

National stock transfer companies may require listed companies or host brokers to provide relevant information according to the needs of the listed company's hierarchy and adjustment.

Chapter II Stratification Standards and Maintenance Standards

Section 1 Stratification criteria

Article 6 A listed company that satisfies one of the following conditions may enter the innovation layer:

(1) Continuous profit in the last two years, and the annual average net profit is not less than 20 million yuan (based on the deduction of non-recurring profit and loss before and after the calculation); the weighted average return on net assets in the last two years is not less than 10 % (based on the deduction of non-recurring gains and losses before and after calculation).

(2) In the past two years, the operating income has continued to grow, and the compound annual growth rate is not less than 50%; the average operating income in the last two years is not less than 40 million yuan; the share capital is not less than 20 million shares.

(3) The average market value of 60 market-making transfer days with recent transactions is not less than 600 million yuan; the shareholder's equity at the end of the last year is not less than 50 million yuan; the number of market-making businesses is not less than 6; qualified investors are not Less than 50 people.


Article 7 The listed companies entering the innovation layer in accordance with the provisions of Article 6 shall also meet the following conditions:

(1) Completed the stock issuance financing in the last 12 months (including the application for listing and issuing shares at the same time), and the accumulated amount of financing is not less than 10 million yuan; or the actual transaction days of the last 60 transferable days accounted for not less than 50%.

(II) The company has sound governance, and the shareholders' meeting, the board of directors and the board of supervisors system, the foreign investment management system, the external guarantee management system, the related party transaction management system, the investor relationship management system, the profit distribution management system and the commitment management system are complete; As the company's senior management, the secretary of the board of directors obtained the qualification certificate of the board of directors of the national share transfer system.

(3) The following situations did not exist in the last 12 months:


1. The listed company or its controlling shareholder, actual controller, current directors, supervisors and senior management personnel were issued a warning letter, ordered to correct, restricted securities account transactions, etc. due to information disclosure violations, corporate governance violations, and transaction violations. Disciplinary measures have been taken by self-regulatory agencies such as the National Stock Transfer Corporation for a total of more than three self-regulatory measures.

2. The listed company or its controlling shareholder, actual controller, current directors, supervisors and senior management personnel are subject to administrative supervision measures or administrative penalties by the China Securities Regulatory Commission and its dispatched agencies for violations of information disclosure, corporate governance violations, and transaction violations. Or is accepting a case investigation, and there is no clear conclusion.

3. The listed company or its controlling shareholder, actual controller, current directors, supervisors and senior management personnel are subject to criminal punishment, or are being investigated by the judicial authorities for filing investigations. There is no clear concluding opinion.

(4) Preparing and disclosing the annual report within 4 months from the end of the fiscal year in accordance with the requirements of the national share transfer company; the financial accounting report of the last two fiscal years is issued by the accounting firm with a standard unqualified audit report; The listed company entering the innovation level in accordance with the second paragraph of Article 6 has been issued a standard unqualified audit report by the accounting firm for the financial accounting report of the last three fiscal years.

(5) Other conditions stipulated by the national share transfer company.

Article 8 If the application for listing company meets one of the following conditions, it may enter the innovation layer directly when it is listed:

(1) Continuous profit in the last two years, and the annual average net profit is not less than 20 million yuan (based on the deduction of non-recurring profit and loss before and after the calculation); the weighted average return on net assets in the last two years is not less than 10 % (based on the calculation of the depreciation before and after the non-recurring profit and loss); the application for listing is also issued at the same time, and the financing amount is not less than 10 million yuan.

(II) In the past two years, the operating income has continued to grow, and the compound annual growth rate is not less than 50%; the average operating income in the last two years is not less than 40 million yuan; the stock price at the time of listing is not less than 20 million shares.

(3) The number of market-making businesses is not less than 6; the application for listing is also issued at the same time, and the issue target includes not less than 6 market makers. The market value of the company calculated according to the issue price is not less than 600 million yuan, and the financing amount is not Less than 10 million yuan; the latest period shareholders' equity at the end of the period is not less than 50 million yuan.


Article 9 The application for listing companies entering the innovation layer in accordance with the provisions of Article 8 shall also satisfy the following conditions:

(1) The method of market transfer is adopted when applying for listing.

(II) The company has sound governance, and the shareholders' meeting, the board of directors and the board of supervisors system, the foreign investment management system, the external guarantee management system, the related party transaction management system, the investor relationship management system, the profit distribution management system and the commitment management system are complete; As the company's senior management, the secretary of the board of directors obtained the qualification certificate of the board of directors of the national share transfer system.

(3) The following circumstances have not existed in the past 12 months: the application for listing company or its controlling shareholder and actual controller, the current directors, supervisors and senior management personnel are subject to administrative supervision measures or administrative punishment by the China Securities Regulatory Commission and its dispatched institutions. Or is accepting a case investigation, and there is no clear conclusion.

(4) The financial report of the last two years and the first period is issued by the accounting firm with a standard unqualified audit report; the application for listing in the innovation layer in accordance with the second paragraph of Article 8 is the financial accounting of the last three fiscal years. The report was issued by the accounting firm with a standard unqualified audit report.

(5) Other conditions stipulated by the national share transfer company.

Article 10 The listed companies that have not entered the innovation layer enter the basic layer.

Section 2 Maintaining standards

Article 11 The listed company entering the innovation layer shall meet one of the following maintenance conditions:

(1) Continuous profit in the last two years, and the annual average net profit is not less than 12 million yuan (based on the deduction of non-recurring profit and loss before and after the calculation); the weighted average return on net assets in the last two years is not less than 6 % (based on the deduction of non-recurring gains and losses before and after calculation).

(II) In the past two years, the operating income has continued to grow, and the compound annual growth rate is not less than 30%; the average operating income in the last two years is not less than 40 million yuan; the share capital is not less than 20 million shares.

(3) The average market value of 60 market-making transfer days with recent transactions is not less than 360 million yuan; the shareholder's equity at the end of the last year is not less than 50 million yuan; the number of market-making businesses is not less than 6.


Article 12 In addition to meeting the maintenance conditions stipulated in Article 11, the listed companies entering the innovation level shall also meet the following conditions:

(1) Not less than 50 qualified investors.

(2) The actual number of days of transactions on the last 60 transferable days is not less than 50%.

(3) Corporate governance meets the requirements of Article 7, Paragraph 2, and the following circumstances do not exist in the last 12 months:

1. The listed company or its controlling shareholder, actual controller, current directors, supervisors and senior management personnel were issued a warning letter, ordered to correct, restricted securities account transactions, etc. due to information disclosure violations, corporate governance violations, and transaction violations. Disciplinary measures have been taken by self-regulatory agencies such as the National Stock Transfer Corporation for a total of more than three self-regulatory measures.

2. The listed company or its controlling shareholder, actual controller, current directors, supervisors and senior management personnel are subject to administrative supervision measures or administrative penalties by the China Securities Regulatory Commission and its dispatched agencies for violations of information disclosure, corporate governance violations, and transaction violations. Or is accepting a case investigation, and there is no clear conclusion.

3. The listed company or its controlling shareholder, actual controller, current directors, supervisors and senior management personnel are subject to criminal punishment, or are being investigated by the judicial authorities for filing investigations. There is no clear concluding opinion.

(IV) According to the requirements of the national share transfer company, prepare and disclose the annual report within 4 months from the end of the fiscal year; the financial accounting report of the last three fiscal years is issued by the accounting firm with a standard unqualified audit report.

(5) Other conditions stipulated by the national share transfer company.

Chapter III Level Division and Adjustment

Article 13 The national share transfer company shall adjust the level of the listed company on the first transfer date of the last trading week in May each year according to the stratification standard and the maintenance standard (the listed company entering the innovation level for less than 6 months shall not make the level adjustment) . The listed companies at the basic level, in line with the conditions of the innovation layer, are adjusted to enter the innovation layer; the listed companies that do not meet the conditions for maintaining the innovation layer are adjusted to enter the basic layer.

National stock transfer companies can appropriately increase or decrease the frequency of listing company level adjustments according to the needs of hierarchical management.

Article 14 Before the national share transfer company officially adjusts the level of the listed company, it will publicize the list of listed companies entering the basic and innovation layers on the official website of the national share transfer system. If the listed company disagrees with the stratified results or voluntarily renounces the entry into the innovation layer, it shall be submitted within three transfer days. The national share transfer company can adjust the stratified results according to the verification of the objection.

During the tier-level adjustment period, if the listed company appears in the third or the fifteenth article of Article 7 of these Measures, it shall not be adjusted to enter the innovation layer.

Article 15 If one of the following circumstances occurs in the listed company of the innovation layer, it shall be directly adjusted to the basic layer within 20 transfer days from the date of the confirmation of the situation:

(1) The listed company's financial indicators do not meet the innovation level standards due to correction of the annual report data.

(2) The listed company is deemed to have financial fraud or market manipulation, resulting in the listed company not meeting the innovation level standards.

(3) The listed company does not meet the corporate governance requirements of the innovation layer and lasts for more than 3 months.

(4) Other circumstances as determined by the national share transfer company.

Chapter IV Supplementary Provisions

Article 16 The national share transfer company shall separately disclose the securities transfer market and information disclosure documents of the innovation layer and the base layer listed company.

Article 17 The meanings of the following terms in these Measures:

(1) Net profit: refers to the net profit attributable to the shareholders of the listed company, excluding minority shareholders' profits and losses.

(2) The compound annual growth rate = -1, where Rn represents the operating income of the most recent full fiscal year (nth year).

(3) 60 market-making transfer days with recent transactions: refers to the date of April 30 as the deadline, and within 60 days of the longest transfer date, there are 60 market-making transfer days recently.

(4) The last 12 months: refers to the last 12 months calculated on April 30 as the deadline.

(5) The last 60 transferable days: refers to the deadline of April 30, minus the last 60 transfer days after the date of suspension of the transfer.

(6) Shareholders' equity: refers to the owner's equity attributable to the listed company's shareholders, excluding minority shareholders' equity.

(7) Qualified investors: refers to investors who meet the requirements of Articles 3 to 5 of the “Regulations on the Appropriateness of Investors in the SME Share Transfer System (Trial)”.

(8) Application for listing and issuing shares at the same time: refers to the act of applying for listing of shares to qualified investors in accordance with the relevant provisions of the national share transfer company before obtaining the approval letter from the national share transfer company.

(9) The share capital, number of market-making merchants and qualified investors as stipulated in Articles 6, 11 and 12 of these Measures shall be subject to April 30.

(10) Not less than, not less than, and above.

Article 18 These measures shall be interpreted by the National Stock Transfer Company.

Article 19 These Measures shall be implemented as of the date of promulgation.

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