On May 27, the Shanghai Stock Exchange (SSE) made the announcement about the first review meeting of the listing committee in 2019 for the Sci-tech Innovation Board, which will be held on June 5 to deliberate on the application for issuance and listing submitted by Shenzhen Chipscreen Biosciences Co., Ltd., Anji Microelectronics (Shanghai) Co., Ltd. and Suzhou Tztek Technology Co., Ltd. The three companies to be reviewed have completed the replies to and disclosure of multiple rounds of inquiries for review. The review body of the SSE also held review meetings recently to form the review reports and preliminary review opinions. The review process of the Listing Committee is hereby initiated in accordance with the rules. Going forward, the review meetings of the Listing Committee will be held in succession on the basis of the issuers’ replies to inquiries and the review progress.
In the issuance and listing review, the review meeting of the Listing Committee is an important process. The “Rules for Review of Issuing and Listing Stocks on the Sci-tech Innovation Board” and the “Measures for the Administration of the Stock Listing Committee for the Sci-tech Innovation Board” formulated and issued by the SSE make clear and specific provisions on the main duties, operation mechanism and deliberation modes of the Listing Committee for the sci-tech innovation board. In the issuance and listing review, the Listing Committee will mainly focus on reviewing the review report issued by the review body of the SSE and the listing application documents, jointly make judgments on the contents of the review report and the preliminary review opinions put forward by the issuance and listing review body after thorough discussions, and in accordance with the principle of the obedience of minority to majority, form the deliberation opinion of approving or disapproving the issuance and listing. In accordance with the rules, the SSE will, on the basis of the deliberation opinion of the Listing Committee, issue the review opinion of approving the issuance and listing or the decision to terminate the review for issuance and listing. With the review opinion of approving issuance and listing formed, the SSE will report to the China Securities Regulatory Commission (CSRC) for the listing registration process in line with the procedures, and with the decision made to terminate the issuance and listing review, the SSE will put an end to the procedures of the issuance and listing review according to the rules.
The duties and the review mechanism of the Listing Committee for the Sci-tech Innovation Board in the issuance and listing review are designed on the basis of the market-oriented and law-based principle for launching the Sci-tech Innovation Board and piloting the registration-based IPO system as well as analyzing and drawing on the advantages and disadvantages in practice at home and abroad for the arrangements for the duties in issuance review. Relevant specific institutional arrangements focus on the effective distribution of duties in the three processes of the review of the SSE’s listing review body, the review of the Listing Committee and the listing registration with the CSRC, based on the information disclosure-centered guidelines for issuance and listing review, as it is necessary to give full play to the advantages in respective functions to achieve adequate linkage, as well as arrange different duties rationally to avoid unnecessary repeated reviews.
In accordance with the relevant systems and rules, to verify whether a reviewed company meets the requirements for issuance, listing and information disclosure, the SSE’s review body should be the first to take the main responsibility, put forward the preliminary review opinions and effectively ensure the first pass. The Listing Committee shall first deliberate on the review report and preliminary review opinions submitted by the review body of the SSE, and give full play to the role in inspection and supervision by focusing on whether there are major omissions in the review body’s inquiries for review, whether the replies of the issuer and the intermediary are adequate, whether the formation process and judgment basis for the preliminary opinions of the review body are reasonable, whether the relevant information disclosure documents are conducive to the market’s judgment and the investors’ decision-making, etc. In the deliberations on the SSE’s review report and preliminary review opinions, the members of the Listing Committee participating in the deliberations will also review the information disclosure documents such as the prospectus, and raise questions that should be answered by the issuer and the intermediary, or discussed at the Listing Committee meeting. However, unnecessary and comprehensive repetitive review of the issuer's information disclosure documents needs to be avoided.
The review meetings of the Listing Committee for the Sci-tech Innovation Board will be organized in accordance with the existing rules. Each review meeting will consist of five members, the convener will be determined by a rotating system, and the members will be determined by lot and shall meet the relevant requirements for professions and sectors. Before the review meeting of the Listing Committee, the participating members shall write the working papers and submit questions to the issuer as needed. The agenda of the review meeting mainly includes the reviewers reporting on the review and the preliminary review opinions, the members expressing their opinions, discussing and forming the conclusion opinions,etc. If necessary, the review meeting of the Listing Committee may require the issuer and the sponsor to answer questions on site. The review meeting of the Listing Committee will form the deliberation opinions, which will be confirmed by the members present at the meeting. The inquiry questions and the deliberation results of the Listing Committee will be announced to the market in a timely manner.
In order to give full play to the role of the Listing Committee for the Sci-tech Innovation Board and ensure the smooth operation of the Listing Committee, the SSE recently organized 3 group training and workshops for all members of the Listing Committee, stressed relevant work disciplines and integrity requirements, formulated and improved the rules of procedure for the committee, and clarified the requirements for the members to raise inquiry questions and write the working papers, thus making adequate preparations for the convening of the review meetings and the performance of members. Based on the laws and regulations as well as the relevant requirements of the CSRC and the SSE, the Listing Committee will perform its duties independently without being interfered by any organizations or individuals, and the participating members will also strictly implement the relevant requirements for avoidance. It is hoped that the issuers, sponsors, intermediaries and other relevant institutions and individuals can consciously support the members of the Listing Committee in performing their duties impartially, and they shall not directly or indirectly influence the professional judgment of the members of the Listing Committee by improper means. If any improper means are used to seriously interfere with the deliberations of the members of the Listing Committee, once verified, the issuance and listing review will be terminated in accordance with laws and rules.