To ensure the steady implementation of the transfer listing system and support qualified NEEQ (National Equities Exchange and Quotations) Select-listed companies to list on the SSE STAR Market, the Shanghai Stock Exchange (SSE), under the guidance of the China Securities Regulatory Commission (CSRC), releases the SSE Guidelines No. 3 for Application of Review Rules of Issuance and Listing on SSE STAR Market -- Application Documents for Transfer Listing (the Guidelines No. 3 for short), the SSE Guidelines No. 4 for Application of Review Rules of Issuance and Listing on SSE STAR Market -- Contents and Format of Transfer Listing Report (the Guidelines No. 4 for short), and the SSE Guidelines No. 5 for Application of Review Rules of Issuance and Listing on SSE STAR Market -- Sponsorship Letter for Transfer Listing (the Guidelines No. 5 for short).
The three Guidelines, which support the Measures for Transfer Listing of NEEQ-Listed Companies to SSE STAR Market (Trial) released by the SSE in February 2021, have specified the requirements on the compilation, reporting and information disclosure of the application documents for transfer listing. More specifically, the Guidelines No. 3 is on the compilation and reporting of the application documents; the Guidelines No. 4 makes requirements on the report for transfer listing, while the Guidelines No. 5 mainly regulates the sponsorship letter issued by the sponsor.
With reference to the Prospectus for the SSE STAR Market, the information disclosure rules of transfer listing have taken into full consideration the features of the transfer companies and simplified and adjusted the application documents and the information disclosure contents. The formulation of the three guidelines mainly embodies the following principles:
1. Based on the Prospectus for the SSE STAR Market and demonstrating the features of transfer listing. Given investors' demand and the information disclosure requirements for listing on the SSE STAR Market, the relevant disclosure and operation requirements, including the transfer listing report, mainly refer to the provisions for IPO on the STAR Market. In addition, in combination of the characteristics of transfer listing, the transfer listing report has made some adaptive adjustments to the Prospectus of the SSE STAR Market. For example, it has specified the conditions for transfer listing and the requirements on disclosure of standard operation of the transfer companies, with simplified requirements on the disclosure related to the shareholder change. In addition, it has excluded the items not applicable to transfer listing, such as the expected market value.
2. Highlighting the materiality and relevance of information disclosure to emphasize investors' needs. According to the review practice of listing on the SSE STAR Market, the Guidelines No. 4 has simplified and combined relevant information disclosure requirements for the STAR Market Prospectus, emphasizing the materiality and relevance of information disclosure, and making it easier for investors to check. Among other things, it has expanded the scope of application of the principle of materiality, merged the chapters of "Overview" and "Basic Facts of Transfer Listing", and optimized the information disclosure requirements related to independence, accounting policy and accounting estimate.
3. Making differentiated arrangements based on the review and continuous regulation by NEEQ. Given the transfer companies have been listed on the NEEQ Select for over a year and have a certain level of standard operation and information disclosure, the Guidelines No. 4 has simplified the contents that have already been disclosed or reviewed on NEEQ to reduce the disclosure cost for transfer companies. With regard to the application documents, it no longer requires the transfer companies to submit documents on establishment other than the Articles of Association. Differentiated information disclosure arrangements have been made to the transfer listing report based on the features of the transfer companies.
Next, the SSE will, in accordance with the unified arrangement of the CSRC, establish the transition mechanism for the regulation of transfer listing together with the NEEQ Co., Ltd., to steadily promote the work of transfer listing, and facilitate NEEQ Select-listed companies to list on the SSE STAR Market.