4.2.3 Conditions and requirements for listing on the A-share Main Board

The A-share main board refers to the main board of Shanghai and Shenzhen, that is, the first board market. A-share main board listing is to be listed on the main board of the Shanghai Stock Exchange or the main board of the Shenzhen Stock Exchange, and the requirements for listed companies are relatively high, as detailed as follows.

◆ Subject qualifications

(1) The issuer must be a company limited by shares established and legally existing in accordance with the law. If it is a limited liability company, it may be changed to a company limited by shares by raising funds to issue shares by way of raising and establishing it with the approval of the State Council in accordance with the law.

(2) The continuous operation period of a company limited by shares shall exceed 3 years, unless approved by the State Council. If a limited liability company is converted into a company limited by shares according to the original net book value, the period of continuous operation shall be calculated from the date of establishment of the limited liability company.

(3) The issuer has paid the registered capital in full, the issuer or its shareholders have completed the procedures for the transfer of property rights of the capital assets, and there is no dispute over the ownership of the issuer's main assets.

(4) The production and business activities of the issuer must comply with relevant laws and regulations, national industrial policies and the relevant provisions of the company's articles of association.

(5) There has been no major change in the issuer's main business in the past three years, no change in the actual controller, and no major change in the directors and senior management.

(6) The shareholding structure of the issuer is clear, and there is no material ownership dispute over the shares of the issuer held by the controlling shareholder, the shareholders controlled by the controlling shareholder and the actual controller.

◆ Independence

(1) The issuer has a complete business system and has the ability to operate directly to the market independently.

(2) The issuer's assets are complete.

(3) The issuer's personnel are independent.

and (4) the financial independence of the issuer.

(5) The issuer's institutional independence.

(6) The issuer's business is independent.

and (7) the issuer has no other serious deficiencies in its independence.

◆ Standardized operation

(1) The issuer has established and improved the system of general meeting of shareholders, board of directors, board of supervisors, independent directors and secretary of the board of directors in accordance with the requirements of relevant laws and regulations, and relevant institutions and personnel can perform their duties in accordance with the law.

(2) The directors, supervisors and senior management of the issuer have understood the laws and regulations related to the issuance and listing of shares, and understand the statutory responsibilities and obligations of the listed company and its directors, supervisors and senior management.

(3) The directors, supervisors and senior management of the issuer meet the qualifications prescribed by laws and regulations.

(4) The issuer has a sound internal control system and can effectively implement it, which can ensure the reliability of financial reports, the legitimacy of production and operation, and the overall operational efficiency and effectiveness of the enterprise.

(5) The issuer shall not have any of the following circumstances:

Public or disguised public offering of securities without statutory approval within the last 3 years, or the issuer has committed relevant illegal acts 3 years ago, but such behavior continues to the present.

In the past three years, the issuer has been subject to administrative penalties for violating laws and administrative regulations on industry and commerce, taxation, land, environmental protection, customs and other laws and administrative regulations, and the circumstances are relatively serious.

In the past 3 years, the issuer has submitted an application for issuance to the China Securities Regulatory Commission, but there are false records, misleading statements or material omissions in the relevant documents submitted; or the issuer does not meet the issuance conditions to fraudulently obtain the issuance approval; or the issuer interferes with the review work of the China Securities Regulatory Commission and the Issuance Review Committee by improper means; or the issuer forges or alters the signatures or seals of the issuer or its directors, supervisors or senior managers.

The issuer was investigated by the judicial authorities for illegal and criminal acts, and no clear conclusion was given for the time being.

The issuer seriously harms the legitimate rights and interests of investors and the public interest.

◆ Finance & Accounting

(1) The issuer has good asset quality, reasonable liability structure, strong profitability, and stable and normal cash flow.

(2) The issuer's internal control system is effective on all material matters, and the certified public accountant has issued an unqualified internal control visa report.

(3) The issuer's basic accounting work is relatively standardized, and the financial statements are prepared in strict accordance with the provisions of the accounting standards for business enterprises and relevant accounting systems, which objectively and truthfully reflect the issuer's financial status, operating results and cash flow, and the certified public accountant issues an unqualified audit report.

(4) The issuer prepares its financial statements in accordance with the actual transactions or events, maintains a prudent attitude in accounting recognition, measurement and reporting, and applies the same accounting policies for the same or similar businesses.

(5) The issuer shall fully disclose the relationship between related parties, properly disclose related party transactions in accordance with the principle of materiality, and ensure that the price of related party transactions is fair and just, and strictly prohibit the manipulation of profits through related party transactions.

(6) The issuer shall meet the following conditions:

The issuer's net profit in the last three fiscal years is positive, and the sum of the net profit exceeds 30 million yuan. The net profit here is calculated based on the lower before and after deducting non-recurring gains and losses.

The cumulative cash flow generated by the issuer's operating activities in the last three fiscal years exceeds RMB 50 million, or the cumulative operating income of the issuer in the last three fiscal years exceeds RMB 30 million.

The total share capital of the issuer before the issuance of shares exceeds 30 million yuan.

The issuer's intangible assets in the most recent period do not exceed 20% of the net assets, and the intangible assets referred to here refer to the assets after deducting assets such as land use rights, aquaculture, and mining rights.

The issuer has no uncovered losses at the end of the most recent period.

(7) The issuer pays taxes in accordance with the law and enjoys tax incentives in accordance with the requirements of relevant laws and regulations, and the issuer's business results do not rely too heavily on tax incentives.

(8) The issuer does not have a significant debt repayment risk, and there are no major matters such as guarantees, litigation and arbitration that may adversely affect the going concern.

(9) The following circumstances shall not be present in the issuer's application documents:

The issuer must not omit or fabricate transactions or other important information in the filing documents.

Issuers must not abuse accounting policies or accounting estimates in their reporting documents.

The issuer cannot manipulate, forge or tamper with accounting records or related documents in the reporting documents, resulting in untrue and unobjective financial statements.

(10) The issuer shall not engage in other behaviors that may adversely affect its sustained profitability.

◆ Use of raised assets

(1) Generally speaking, the funds raised by the issuer through the issuance of shares should be used for the main business, and there should be a clear direction of use.

(2) The amount of funds raised by the issuer and the investment projects should be consistent with the issuer's existing production and operation scale, financial situation, technical level, management capabilities, etc.

(3) The investment projects raised by the issuer shall comply with the provisions of national industrial policies, investment management, environmental protection, land management, and other laws, regulations and rules.

(4) The board of directors of the issuer shall carefully analyze the feasibility of the investment project, determine that the development prospects and profit margins of the investment project are relatively large, and formulate a risk prevention plan to improve the efficiency of the use of the raised funds.

(5) After the investment project is implemented, it will not trigger intra-industry competition and will not adversely affect the independence of the issuer.

(6) The issuer shall establish a special storage system for the raised funds, and the board of directors shall decide to establish a special account for the storage of the raised funds.