4.2.4 GEM listing conditions and requirements
GEM refers to a securities market other than the main board of the exchange, which mainly provides financing channels for emerging companies to obtain funds to expand their business and achieve further development. Most of the companies listed on the GEM are high-tech companies, although they have been established for a relatively short time and are relatively small in scale, they have a large room for growth and relatively good performance. At present, the GEM market mainly provides financing services for emerging small and medium-sized companies with strong growth potential in the high-tech field and broad development space.
◆ Basic conditions
(1) The issuer is a company limited by shares established in accordance with the law and has been in continuous operation for more than three years. If a limited liability company is converted into a company limited by shares based on the original net book value, the period of continuous operation shall be calculated from the date of establishment of the limited liability company.
(2) The issuer has been profitable in the past two years, with a cumulative net profit of more than 10 million yuan and continues to grow; or the issuer's net profit in the last 1 year exceeds 5 million yuan, the operating income exceeds 50 million yuan, and the growth rate of operating income in the last 2 years exceeds 30%. Net profit is calculated based on the lowest value after deducting extraordinary gains and losses.
(3) The issuer's net assets at the end of the most recent period are not less than 20 million yuan, and there is no uncovered loss.
(4) The total share capital after issuance shall not be less than 30 million yuan.
◆ The issuer should have sustained profitability and do not have the following circumstances
(1) The issuer's business model, product structure or services have undergone or are about to undergo significant changes, which may affect the issuer's sustained profitability.
(2) The issuer's position in the industry or the business environment of the issuer's industry has undergone or is about to undergo significant changes, which may affect the issuer's continued profitability.
(3) There are risks in the acquisition or use of important assets or technologies such as trademarks, patents, know-how, franchise rights, etc., which are in use by the issuer and may change significantly.
(4) The issuer's operating income or net profit in the most recent year is mainly derived from customers with significant uncertainties.
(5) In the issuer's net profit in the most recent year, investment income outside the scope of the consolidated financial statements accounts for a relatively large proportion.
(6) The issuer's continued profitability may be affected by other material adverse factors.
◆Requirements for directors, supervisors and senior managers
(1) The directors, supervisors and senior management of the issuer understand the relevant laws and regulations of the company's listing, and understand the legal obligations and responsibilities of the listed company and its directors, supervisors and senior management.
(2) there have been no significant changes in the directors and senior management of the issuer in the past two years;
(3) The qualifications of the directors, supervisors and senior management of the issuer meet the requirements of laws, regulations and rules and regulations.
◆ Other conditions
(1) The issuer's corporate governance structure shall be complete and perfect, and the system of shareholders' meeting, board of directors, board of supervisors, independent directors, secretary of the board of directors and audit committee shall be established in accordance with the requirements of the law, and relevant institutions and personnel shall perform their duties in accordance with the law.
(2) The issuer pays the registered capital in full, the issuer or its shareholders have completed the procedures for the transfer of property rights of the assets used for capital contribution, and there is no major ownership dispute over the main assets of the issuer.
(3) The equity is clear, and there is no material ownership dispute over the shares of the issuer held by the controlling shareholder, the shareholder controlled by the controlling shareholder and the actual controller.
(4) The issuer's assets are complete, its business, personnel, finance, and institutions are completely independent, and its business system is complete, and it can operate independently in the market, and there is no intra-industry competition.
(5) The issuer is mainly engaged in one type of business, and its production and business activities fully comply with the relevant laws and regulations and the provisions of the company's system, and comply with the national industrial policy and environmental protection policy; In the past two years, the company's main business and actual controller have not changed much.
(6) The issuer pays taxes in accordance with the requirements of relevant laws and regulations, enjoys various preferential policies, does not rely too much on tax incentives for the issuer's operating results, and the issuer does not have significant debt repayment risks and other major matters such as guarantees, litigation and arbitration that affect its continuing operations.
(7) The issuer's basic accounting work is standardized, and the financial statements are prepared in full accordance with the provisions of the accounting standards for business enterprises and relevant accounting systems, and the issuer's financial status, operating results, cash flow and other conditions are truly and objectively reflected, and the certified public accountant issues an unqualified audit report.
(8) In the past three years, the issuer and its controlling shareholder and actual controller have not committed any major illegal acts that harm the legitimate rights and interests of investors or endanger the public interest.