In recent years，The China Securities Regulatory Commission continues to promote the comprehensive and deepening reform seabet club capital market led by the registration-based reform，Strive to build complete financing functions、Solid basic system、Market supervision is effective、A multi-level capital market system in which investors’ legitimate rights and interests are effectively protected。current，The number of investors in the A-share market has exceeded 200 million。In the context seabet club market-wide registration system gradually approaching，Strengthening investor protection is of great significance。Investor protection is the cornerstone seabet club registration system reform，All parties in the market need to work together、Take multiple measures，Increase the protection of investors’ legitimate rights and interests，Continuously improve the investor protection system，Promote the steady and long-term progress seabet club registration system reform。
1. What is the seabet club?
Registration only，That is, the securities seabet club registration system in the securities market，It is the system for companies to issue securities and go public，It is different from the approval system。
Registration system: The issuer shall disclose all information and materials related to the securities seabet club in accordance with the law when applying for the seabet club of stocks, Submit it to the competent authority for review, The competent authority is only responsible for reviewing the legal compliance of information and data disclosure，The final value of corporate seabet club is left to the market to determine。
Approval system: when the issuer applies for issuance of stocks，Securities regulatory agencies must not only examine the true status of corporate declaration documents，Also on the issuer’s financial condition、Business ability、Conduct a substantive review of development prospects and other conditions，And has the right to reject seabet club issuance applications that do not meet the prescribed conditions。
It can be seen from this，The main difference between the two is whether the review agency makes a judgment on the company’s value。Compared to the approval system，The biggest feature of the registration system is fast in and fast out。On the one hand，Lowered the threshold for seabet club，The securities regulatory authorities only conduct formal review of registration documents、No substantial judgment，Speed up the seabet club process；On the other hand，Under the registration system, inferior companies are more likely to be delisted，With matching delisting threshold rules。
2. Review of issuance and seabet club registration system
1.After the Shenzhen Stock Exchange GEM implements the registration system，What are the seabet club conditions for companies to issue stocks to the public for the first time and go public？
The issuer applies to be listed on the seabet club，Should meet the following conditions:
First, the GEM issuance conditions stipulated by the China Securities Regulatory Commission；Second, the total share capital after issuance shall not be less than 30 million yuan；Third, the publicly issued shares account for more than 25% of the company’s total shares；The company’s total share capital exceeds 400 million yuan，The proportion of publicly issued shares is more than 10%；Fourth, the market value and financial indicators comply with the standards stipulated in the GEM Stock seabet club Rules；Fifth, other seabet club conditions required by Shenzhen Stock Exchange。
Red chip companies issuing stocks，The second adjustment above is that the total number of shares after issuance shall not be less than 30 million shares，The third adjustment above is that the publicly issued shares account for more than 25% seabet club company’s total shares；The total number of company shares exceeds 400 million shares，The proportion of publicly issued shares is more than 10%。Red chip companies issuing depositary receipts，The second adjustment mentioned above is that the total number of depositary receipts after issuance shall not be less than 30 million copies，The third adjustment above is that the underlying shares corresponding to the publicly issued depositary receipts account for more than 25% seabet club company’s total shares；The total number of depositary receipts after issuance exceeds 400 million，The underlying shares corresponding to the public issuance of depositary receipts account for more than 10% seabet club company's total shares。
2.What conditions do general companies need to meet in terms of market value and financial indicators for initial public offerings and listings on the seabet club?？
According to the "GEM Stock seabet club Rules"，The issuer is a domestic enterprise and there is no arrangement for differential voting rights，Market capitalization and financial indicators should meet at least one of the following standards:
(1) Net profits have been positive seabet club past two years，And the cumulative net profit is not less than 50 million yuan；
(2) Estimated market value is not less than 1 billion yuan，The net profit seabet club last year is positive and the operating income is not less than 100 million yuan；
(3) Estimated market value is not less than 5 billion yuan，And the operating income seabet club last year is not less than 300 million yuan。
3.In the registration-based review stage of Shenzhen Stock Exchange，What procedures are required for initial public offering and seabet club？
Declaring enterprise’s initial public offering and seabet club on GEM，The exchange review stage generally requires acceptance、Review、Deliberation and other aspects of the GEM seabet club Committee (hereinafter referred to as the seabet club Committee)，The total time for exchange review and China Securities Regulatory Commission registration shall not exceed 3 months，Issuers and intermediaries shall take no more than 3 months to respond to inquiries，The specific procedures are as follows:
(1) Application and acceptance。The issuer shall submit electronic documents through the sponsor，Submit issuance and seabet club application documents to Shenzhen Stock Exchange。The sponsor must simultaneously submit working papers and a verified version of the prospectus for regulatory review。Shenzhen Stock Exchange will follow the order in which it receives the issuance and seabet club application documents，Decide whether to accept the application within 5 working days。The issuance and seabet club application documents are inconsistent with the document catalog specified by the China Securities Regulatory Commission and the Shenzhen Stock Exchange，The issuer shall make corrections within 30 working days。
(2) Audit inquiry。The issuance and seabet club review agency of Shenzhen Stock Exchange will start review in accordance with the order of acceptance，Submit the first round of review inquiries within 20 working days from the date of acceptance，Issuers and their sponsors should promptly、Reply to inquiries item by item。The reply is not targeted or the information disclosure does not meet the requirements，Or discover new matters，You can continue to inquire。There are major doubts in the inquiry and no reasonable explanation，Can issuers and their sponsors、Securities service agency conducts on-site inspection。No further inquiries required，The audit report will be issued and submitted to the seabet club Committee for review。
(3) Review by the seabet club Committee。The seabet club Committee held a review meeting，Review the review report and issuance and seabet club application documents issued by the issuance and seabet club review agency of the Shenzhen Stock Exchange，Whether it meets the issuance conditions through collegial discussion、Deliberation opinions on seabet club conditions and information disclosure requirements。There are significant issues with the issuer that need to be verified，Unable to form a review opinion，Deliberation can be postponed after collegial discussion，The suspension of review shall not exceed 2 months。
(4) Submit review opinions or make a decision to terminate issuance and seabet club review。Shenzhen Stock Exchange combines the deliberation opinions of the seabet club Committee，Those who pass the review will be issued a certificate that the issuer meets the issuance conditions、Audit opinions on seabet club conditions and information disclosure requirements，And request the China Securities Regulatory Commission to complete the registration procedures。
4.In the GEM registration-based issuance and seabet club process，What documents do issuers need to disclose？
The day the Shenzhen Stock Exchange accepted the issuance and seabet club application documents，The issuer shall log on the Shenzhen Stock Exchange website (www.szse.cn）Pre-disclosure prospectus、Issue Sponsorship Letter、seabet club Sponsorship Letter、Audit reports, legal opinions and other documents。After Shenzhen Stock Exchange inquired about seabet club application matters，The issuer shall disclose the response to the inquiry letter on the Shenzhen Stock Exchange website。
After the Shenzhen Stock Exchange accepts the issuance and seabet club application and before the China Securities Regulatory Commission makes a registration decision，The issuer shall comply with the provisions of the "Shenzhen Stock Exchange GEM Stock Issuance and seabet club Review Rules"，Update and disclose the above documents，Investors can check relevant information。
After the issuer obtains the approval of the registration decision from the China Securities Regulatory Commission，Before launching the public offering of shares，The prospectus shall be disclosed on the seabet club website and websites that meet the conditions specified by the China Securities Regulatory Commission。
Within five working days after the issuance price is determined，The issuer shall publish the prospectus on the seabet club website and websites that meet the conditions specified by the China Securities Regulatory Commission，At the same time, publish an advisory announcement in newspapers and periodicals that meet the conditions stipulated by the China Securities Regulatory Commission，Inform investors of the address posted online and how to obtain documents。
5.When investors read the prospectus and other documents disclosed in advance by seabet club，What should be paid attention to？
Pre-disclosed prospectus and other documents are not official documents for the issuer to issue shares，For advance disclosure purposes only，Cannot contain stock issue price information，Does not have the legal effect of issuing shares accordingly。The relevant issuance application still needs to go through the corresponding procedures of the seabet club and the China Securities Regulatory Commission，Investors should use the officially announced prospectus as the basis for investment decisions。
6.After the GEM implements the registration system，Whether the issuance and seabet club process will be suspended or interrupted？
After the China Securities Regulatory Commission makes the registration decision and before the shares to be issued are listed and traded，Major events occurring to the issuer may cause the issuer to not meet the issuance conditions、seabet club conditions or information disclosure requirements，Issuance should be suspended；Already issued by the issuer，Should be suspended from seabet club。Shenzhen Stock Exchange finds that the issuer has the above situation，The right to require the issuer to suspend seabet club。
3. seabet club Rules
1. What are the risk warning signs for seabet club companies?
Risk warnings for GEM companies are divided into risk warnings indicating the risk of termination of seabet club (hereinafter referred to as delisting risk warnings) and other risk warnings indicating the existence of other abnormal risks and conditions。
Listed companies whose seabet club transactions are subject to delisting risk warning，Preface the seabet club abbreviation with "";*ST”Word，Those who have been issued other risk warnings，Preface the seabet club abbreviation with "";ST”Word，To distinguish it from other stocks。The company has both delisting risk warning and other risk warnings，Prefix the company seabet club abbreviation with "";*ST”Word。
2.What are the situations that may trigger forced seabet club of GEM listed companies？
There are four main categories of situations that may trigger forced delisting of listed companies，Respectively, forced delisting due to major violations、Forced delisting for transactions、Compulsory delisting in the financial category and compulsory delisting in the regulatory category，The specific standards are detailed in the Shenzhen Stock Exchange’s “GEM Stock seabet club Rules”，Investors can log on to the official website of the exchange to check the rules，Learn the specific delisting regulations。
3.How is the GEM mandatory seabet club process and trading arrangements stipulated？
The GEM delisting process has been canceled and the seabet club suspension has been cancelled、Resumption of seabet club。For those who touch finance、Specification class、Companies with major illegal indicators will first implement delisting risk warning (*ST)，Then the seabet club was terminated and the delisting period was entered，Companies that hit trading indicators will be directly terminated from seabet club，No delisting risk warning，There will no longer be a delisting period。
Forced delisting in case of major violations，The trading suspension time is moved from the time of receipt seabet club advance notice of administrative penalty or judicial decision to the receipt seabet club administrative penalty decision or the effective date seabet club judicial decision，And implement a delisting risk warning on the company’s stocks upon receipt of a prior notice of administrative penalty or judicial ruling，Give investors more trading opportunities and strengthen risk warnings。
4.How is the trading period of seabet club companies delisted and sorted out？
The trading period during the delisting consolidation period is thirty trading days。seabet club’s stocks are suspended for the whole day during the delisting period，The trading suspension period is not included in the delisting consolidation period，However, the total number of trading suspension days shall not exceed five trading days。
The company fails to apply for resumption of trading before the expiration of the cumulative trading suspension period，seabet club will resume trading of the company’s stocks on the next trading day after the expiration of the trading suspension period。
5.seabet club listed on GEM is in the delisting period，How to make an announcement？
Companies listed on GEM shall delist on the first day of the delisting period，Publish a risk warning announcement that the company’s stock has been terminated from seabet club by the Shenzhen Stock Exchange，Indicate the starting date and ending date of the company’s stock entering the delisting period。
Companies listed on the GEM shall do so within 25 trading days before the delisting period，A risk warning announcement is issued every five trading days that the stock will be terminated from seabet club，Publish a risk warning announcement that the stock will be terminated from seabet club once a day in the last five trading days。
6.After seabet club companies were forced to delist，Can investors still transfer stocks？
A company listed on GEM shall terminate its stock seabet club after the Shenzhen Stock Exchange makes a decision，Immediately arrange for the transfer of stocks to the National Equities Exchange and Quotations or other transfer venues recognized by the Shenzhen Stock Exchange，Guarantee that the company’s stocks can be listed and transferred within forty-five trading days from the date of delisting。
7.What situations occur in GEM listed companies，Can I apply to the Shenzhen Stock Exchange for voluntary termination of seabet club？What is the main process？
A GEM listed company has one of the following situations，You can apply to the Shenzhen Stock Exchange to voluntarily terminate the seabet club and trading of its stocks:
(1) A listed company’s general meeting of shareholders resolves to voluntarily withdraw its shares from seabet club and trading on the Shenzhen Stock Exchange，and decided not to trade on the stock exchange；
(2) A listed company’s general meeting of shareholders resolves to voluntarily withdraw its shares from seabet club and trading on the Shenzhen Stock Exchange，And apply for trading or transfer in other trading venues；
(3) The seabet club company’s general meeting of shareholders resolves to dissolve;
(4) Listed seabet club merge due to new establishment or merger by absorption，No longer has the qualification of an independent entity and has been cancelled；
(5) The purpose of a listed company is to terminate the seabet club of the company’s stocks，Issue an offer to repurchase all or part of the shares to all shareholders of the company，Resulting in the total share capital of the company、Changes in equity distribution, etc. no longer meet the conditions for seabet club；
(6) Shareholders of listed companies intend to terminate the seabet club of the company’s stocks，Issue an offer to acquire all or part of the shares to all other shareholders of the company，Resulting in the total share capital of the company、Changes in equity distribution, etc. no longer meet the conditions for seabet club；
(7) Acquisitions other than shareholders of listed companies for the purpose of terminating the seabet club of the company’s stocks，Issue an offer to acquire all or part of the shares to all shareholders of the company，Resulting in the total share capital of the company、Changes in equity distribution, etc. no longer meet the conditions for seabet club；
(8) Other voluntary termination of seabet club situations recognized by China Securities Regulatory Commission or Shenzhen Stock Exchange。
A listed company applies to the Shenzhen Stock Exchange for the termination of seabet club of its stocks in accordance with regulations，Shenzhen Stock Exchange will review the application after accepting it，And make a decision on whether to agree to the company’s stock termination application。Listed companies shall promptly disclose the stock termination announcement after receiving the Shenzhen Stock Exchange’s decision to terminate the seabet club of their stocks。The company’s stocks will not enter the delisting consolidation period for trading，Delist the stock within five trading days from the date when the company announces the decision to terminate seabet club，The company’s stocks have been terminated from seabet club。
8.A GEM listed company voluntarily terminated its seabet club，How to protect the legitimate rights and interests of investors？
A company listed on GEM applies to voluntarily terminate seabet club，The voluntary termination plan should be disclosed and the reasons for the company's termination of seabet club、How to terminate seabet club、Termination of post-seabet club business development plan、Mergers, Acquisitions and Reorganization Arrangements、Share transfer arrangement、Protection measures for dissident shareholders，As well as the company’s board of directors’ analysis of the impact of voluntary termination of seabet club on the company’s long-term development and the interests of all shareholders, etc.。
The Shenzhen Stock Exchange seabet club Committee considers the company’s application to terminate the seabet club of its shares，Focus on protecting the rights and interests of investors, especially small and medium investors，On the basis of reviewing the compliance of decision-making procedures of listed companies，Make independent professional judgment and form an audit opinion。
Voluntarily terminate seabet club、A company whose legal entity status will continue to exist，The company and relevant parties should transfer or trade the company’s stocks after the seabet club is terminated、Made specific arrangements for protection measures for dissident shareholders，Protect the legitimate rights and interests of small and medium investors。
Source: seabet club