The National Small and Medium Enterprise Share Transfer System (commonly known as the “New Third Board”) is a national securities trading place approved by the State Council. It is an important part of China's multi-level capital market system, mainly targeting small and medium-sized unlisted stock companies to publicly transfer shares and financing. , M&A and other related businesses provide services.
      Since the promulgation of the "National Small and Medium Enterprises Share Transfer System Business Rules (Trial)", the joint-stock company applying for listing in the national share transfer system is no longer limited to high-tech enterprises. Any company that meets the conditions for listing of business rules can apply for listing; 2013 6 On the 20th of the month, the "Guidelines for the Application of Basic Standards for the Listing of Stocks in the SME Share Transfer System" (Trial) will refine the listing conditions and play a positive role in promoting the listing of SMEs.
In 2016, applying for the listing of the New Third Board shall meet the following conditions:
      The "National Small and Medium Enterprises Share Transfer System Business Rules (Trial)" stipulates that a company limited by shares applying for listing in the national share transfer system is not subject to the restrictions of shareholders, and is not limited to high-tech enterprises. It should meet the following conditions: Two years; clear business, continuous operation ability; sound corporate governance mechanism, legal and standardized operation; clear equity, legal issuance and transfer of legal compliance; sponsored securities dealers recommend and continue to supervise; other conditions required by the national share transfer system company.
      The "Guidelines for the Application of Basic Standards for the Listing of Stocks in the SME Share Transfer System" (Trial) will refine the above six listing conditions to form the following basic standards: established according to law and lasts for two years; Laws, regulations and rules stipulate the application to the company registration authority for registration, and have obtained the "Enterprise Legal Person Business License"; the main body and procedures established by the company are legal and compliant;
      State-owned enterprises shall provide corresponding approval documents of state-owned assets supervision and administration institutions or other departments and institutions authorized by the State Council and local governments on the establishment of state-owned equity; foreign-invested enterprises shall provide approval documents issued by the competent commercial authorities; The joint-stock company established before January 1, 2006 shall obtain the approval documents of the authorized department of the State Council or the provincial people's government.
Sustainable operation
      A company can operate one or more businesses at the same time. Each business should have a corresponding key resource element that has the input, processing, and output capabilities to match the business contract, revenue, or cost.
      The company's business should have a continuous operating record during the reporting period and should not only have sporadic transactions or events. Operating records include cash flow, operating income, trading customers, and research and development expenses.
      The company shall prepare and disclose the financial statements during the reporting period in accordance with the "Accounting Standards for Business Enterprises". The company does not have any related matters listed in the "China CPA Auditing Standard No. 1324 - Continuing Operations" that affect its ability to continue operations. A standard unqualified audit report is issued by an accounting firm with securities and futures-related business qualifications.
Sound governance system
      The company has established a “three-tier one-level” according to law, and established a corporate governance system in accordance with the “Company Law”, “Measures for the Supervision and Administration of Unlisted Public Companies” and “Non-listed Public Company Supervision Guide No. 3 – Mandatory Provisions of the Constitution”; The company's “three-tier one-level” should operate in accordance with the corporate governance system; the company's board of directors should discuss and evaluate the implementation of the corporate governance mechanism during the reporting period.
      The controlling shareholder and the actual controller are legally and compliant. There are no major violations of the law in the past 24 months: the controlling shareholder and the actual controller are subject to criminal punishment; they are subject to administrative penalties related to the company's regulated operations, and the circumstances are serious; The definition of serious circumstances refers to the above provisions; suspected crimes are investigated by the judicial authorities, and there are no clear conclusions; the current directors, supervisors and senior management personnel shall have and abide by the qualifications and obligations stipulated in the Company Law, and should not exist in the recent 24 In the case of administrative punishment by the China Securities Regulatory Commission or the ban on the securities market within a month.
Legal issuance and transfer of legal compliance
      The company’s stock issuance and transfer are legal and compliant. There are no following circumstances: the securities have been publicly disclosed or disguised in public in the last 36 months without the approval of the statutory authority; although the illegal act occurred 36 months ago, it is still in a continuous state. However, the joint stock limited company with more than 200 shareholders formed before the implementation of the Measures for the Supervision and Administration of Unlisted Public Companies is confirmed by the China Securities Regulatory Commission;
      The company's stock restriction arrangement shall comply with the relevant provisions of the "Company Law" and the "National SME Share Transfer System Business Rules (Trial)"; the company that transfers equity in the regional equity market and other trading markets, applying for stocks in the national share transfer system The issuance and transfer before listing shall be lawful and compliant; the issuance and transfer of the company's holding subsidiaries or other companies included in the consolidated statements shall comply with the provisions of these Guidelines.
Source: New Third Board Online