The Shanghai Stock Exchange’s internal document reiterates: Sponsors must check three major matters when applying for an IPO again.

　　The Shanghai Stock Exchange ("SSE") reiterated to the sponsor the verification requirements for issuers to apply for IPO again.

　　According to the latest issue of "Shanghai Stock Exchange Issuance and Listing Review Updates" (2024 Issue 1 (total 20th issue)) (hereinafter referred to as "Audit Updates") obtained by The Paper on February 1, in the answer to questions, the Shanghai Stock Exchange It is clear that when an issuer applies for an IPO again, it should carry out targeted verification on the specific reasons for the rejection or withdrawal of the previous application, the implementation of rectifications, and the reasons and rationality for changing intermediaries, and fully disclose it in the sponsorship work report. illustrate.

Haitong Securities fined for secondary listing project

　　The Paper noted that within two months since the Shanghai Stock Exchange released the last issue of "Audit Updates", only Haitong Securities Co., Ltd. ("Haitong Securities", 600837) was punished by the Shanghai Stock Exchange for its secondary listing IPO project.

　　On January 29, due to deficiencies such as the apparent failure to perform duties in the IPO sponsorship project, the failure of the investment bank’s quality control and internal department to identify major risks in the project, and the lack of prudence in due diligence investigations, the Shanghai Stock Exchange reported to the IPO project sponsor representative, Haitong Securities and Three business leaders issued two fines.

　　Although the Shanghai Stock Exchange did not disclose the name of the IPO project, The Paper has learned from multiple sources that the project is more likely to be Hangzhou Baizijian Technology Co., Ltd. ("Baizijian" for short). Bai Zijian submitted a prospectus to the Science and Technology Innovation Board on December 24, 2020. However, he withdrew the IPO application materials shortly after being selected for on-site inspection. On September 15, 2022, Bai Zijian changed its sponsoring agency and signed a guidance filing agreement with Haitong Securities to plan for a secondary listing.

　　Finally, during the acceptance stage of the IPO project's re-application, the Shanghai Stock Exchange conducted on-site supervision of the sponsor Haitong Securities, and subsequently discovered and verified the relevant violations of Haitong Securities, and the relevant issuer withdrew its application before the project was accepted.

　　In the "Audit Updates" released on January 29, the Shanghai Stock Exchange emphasized that when submitting an IPO application to the Shanghai Stock Exchange again, the sponsor should carry out targeted verification of the three major matters and fully explain it in the sponsorship work report.

　　The three major matters include: 1. The time of the previous IPO application, the main issues of concern during the review and registration stages, and the specific reasons why the previous IPO application was rejected or withdrawn.

　　Second, the implementation of rectification of related issues that led to the withdrawal of the previous IPO application. If on-site inspection or on-site supervision is involved, focus on the implementation of rectification of problems found during on-site inspection or on-site supervision, and fully analyze the impact on this application.

　　3. The reasons and rationality of the issuer’s previous changes to intermediaries. The quality control and internal review department of the sponsor institution should pay special attention to the rectification of relevant issues after the project is terminated, urge the project team to adopt adequate verification procedures, conduct due diligence, and check the quality of the sponsorship work report.

Reaffirmation of secondary listing verification requirements

　　In the practice of IPO, it is not uncommon for projects to apply for listing twice. The Paper noted that the three major matters in the above verification are all common and key issues. During its second application, Beijing Gaoweike Electric Technology Co., Ltd. was asked about the main reasons for the failure of the previous application and the rectification situation; Beijing Noconda Pharmaceutical Technology Co., Ltd. was asked about the rectification of key issues in the previous application. and compliance status; Suzhou Planning and Design Institute Co., Ltd. was required to explain the compliance and rationality of the change of intermediary agency.

　　In March 2023, the Shanghai Stock Exchange issued the "Shanghai Stock Exchange Issuance and Listing Review Business Guide No. 4 - Self-Check Form for Information Disclosure and Verification Requirements on Frequently Asked Questions" which also clarified that if the issuer has applied for an IPO, the sponsor should provide the following information: Verification of matters: the time and specific process of the previous IPO application; the similarities and differences between the previous IPO application agency and its signatories and this application, the reasons and rationality of the change of intermediary agency; the specific reasons why the previous IPO application was rejected or withdrawn The reasons and the implementation of rectifications before this application; the main issues of concern in the previous IPO application; if on-site inspection or on-site supervision are involved, the on-site inspection or on-site supervision, the problems discovered and the implementation of rectifications before this application should also be checked Situation etc. This time, the Shanghai Stock Exchange reiterated the verification requirements in the "Audit Updates".

　　Recently, the Shanghai Stock Exchange also stated that since the implementation of the comprehensive registration system, the issuance and listing acceptance procedures have been rapidly tightened, and the exchange has begun to pay targeted attention to some reporting projects with relatively concentrated risks. For example, during the acceptance stage, the Shanghai Stock Exchange noticed that some projects were submitted for the second time, and there were a number of doubtful matters that needed to be verified. Moreover, its sponsor Haitong Securities had repeatedly "withdrawn upon supervision" in the past, so it initiated on-site supervision during the acceptance process. , significantly moving the regulatory gate forward and resolutely establishing a high-pressure situation of "declaration means responsibility".

　　According to statistics, in 2023, the Shanghai Stock Exchange's issuance and listing supervision line issued a total of 17 supervision letters, adopted 33 supervisory measures, and took 1 disciplinary action for 24 IPOs and 2 refinancing projects, involving a total of 12 issuers, There were 23 sponsoring institutions, 48 ​​sponsor representatives, 5 accounting firms, 10 signing accountants, 3 law firms, and 6 signing lawyers.

　　"To build an investor-oriented capital market, the IPO entrance gate is the first gate and must be guarded." The relevant person in charge of the Shanghai Stock Exchange said that the focus is to strictly enforce the issuer's primary responsibility for information disclosure and the intermediary's The 'gatekeeper' responsibility promotes the market itself to form a powerful restraint mechanism. (The Paper reporter Qi Yeyun)