The IPO approval process is also different depending on the board on which a company limited by shares applies for listing. Below we provide a detailed analysis of the IPO approval process for listings on the Main Board and GEM.

◆ IPO approval procedures for listing on the Main Board

(1) Declaration.

The issuer prepares IPO application documents in accordance with the relevant regulations of the China Securities Regulatory Commission, looks for sponsors or sponsor institutions to sponsor, and submits an application to the China Securities Regulatory Commission. If the issuer is in a special industry, it is also necessary to provide relevant opinions from the management department.

(2) Acceptance.

After receiving the IPO application documents submitted by the company, the China Securities Regulatory Commission will make a decision on whether to accept it within 5 working days.

(3) Preliminary examination.

After the CSRC decides to accept the application, it will arrange for the relevant functional departments to conduct a preliminary review of the application documents. During the preliminary examination process, the CSRC will solicit opinions from the provincial people's government in the place where the issuer is registered and the National Development and Reform Commission, determine whether the former agrees to the issuer's issuance of shares, and determine from the latter whether the investment project raised by the issuer complies with the national industrial policy and investment management regulations.

(4) Pre-disclosure.

Article 20 of the Securities Law of the People's Republic of China stipulates that: "Where an issuer applies for an initial public offering of shares, it shall, after submitting the application documents, disclose the relevant application documents in advance in accordance with the provisions of the securities regulatory authority under the State Council." Therefore, the issuer should make a pre-disclosure of the prospectus (declaration draft) on the CSRC website after the CSRC has accepted the application documents and before the issuance examination committee reviews the documents. The issuer may publish the prospectus (declaration draft) on the corporate website, and ensure that the disclosure content is exactly the same as the content disclosed on the CSRC website, and the disclosure time cannot be earlier than the disclosure time on the CSRC website.

(5) Review by the Issuance Examination Committee.

After the relevant functional departments conduct a preliminary review of the application documents submitted by the issuer, the Issuance Examination Committee shall organize and convene a meeting of the Issuance Examination Committee to review the application documents.

(6) Decision.

The China Securities Regulatory Commission (CSRC) shall make a decision on whether to approve or disapprove the issuer's issuance application in accordance with relevant regulations, and issue relevant documents. If the CSRC's decision is to approve the issue, the issuer should issue shares within 6 months, after which the approval documents will become invalid, and the issuer will need to resubmit the application documents for approval by the CSRC if it wants to issue shares.

If a major event occurs before the end of the stock issuance after the CSRC has made a decision to approve the issue, the issuer shall suspend the issuance of shares or suspend the issuance of shares, report the situation to the CSRC in a timely manner, and disclose the relevant information at the same time. If the event has an impact on the conditions of the issuance, the issuer will have to go through the approval process again.

If the CSRC decides not to approve the application, the issuer may submit another application for the issuance of shares after 6 months from the date of the CSRC's decision not to approve the application.

◆ IPO approval procedures for listing on the GEM

In accordance with the provisions of relevant laws and regulations, the board of directors of the issuer shall make resolutions on the specific plan for the initial public offering of shares and listing on the GEM, the feasibility of using the raised funds and other matters that must be clarified, and obtain the approval of the general meeting of shareholders.

The resolutions are as follows: the type of shares, the number of shares, the object of issuance, the price range, the pricing method, the use of the raised funds, the distribution plan of the accumulated profits before the issuance, the validity period of the resolution, the authorization of the board of directors to handle the specific matters of the issuance, and other matters that need to be clarified.

The issuer prepares the application documents in accordance with the relevant regulations of the China Securities Regulatory Commission, which is sponsored by the sponsor and submits the application to the CSRC. Before sponsoring, the sponsor should conduct due diligence on the issuer, make prudent judgments on the growth of the issuer, and issue special opinions.

If the issuer is an independent innovation enterprise, the sponsor should explain the issuer's independent innovation capability in the special opinion.

After receiving the IPO application submitted by the company, the China Securities Regulatory Commission will make a decision on whether to accept it within 5 working days. After the China Securities Regulatory Commission accepts the application documents, it shall organize the relevant functional departments to conduct a preliminary review of the application documents, and at the same time submit the application documents to the GEM Issuance Review Committee for review.

The China Securities Regulatory Commission shall make a decision on whether to approve or disapprove the issuance application in accordance with the provisions of relevant laws and regulations, and issue relevant documents. If the CSRC makes a decision to approve the shares, the issuer must issue shares within 6 months from the date of approval, because the approval documents will become invalid after 6 months, and the issuer needs to resubmit the issuance application if it wants to issue shares.

If a major event occurs before the end of the stock issuance after the CSRC has made a decision to approve the issue, the issuer shall suspend the issuance of shares or suspend the issuance of shares, explain the situation to the CSRC in a timely manner, and disclose the relevant information at the same time. If there is an event that does not meet the issuance conditions, the China Securities Regulatory Commission will withdraw the approval decision.

If the CSRC's decision is not to approve, the issuer may submit another application for the issuance of shares 6 months after the date of the CSRC's decision not to approve.