投教宣传｜一图看懂《上海证券交易所科创板上市公司自律监管指引第5号——科创成长层（征求意见稿）》

Core Viewpoint - The article discusses the introduction of the "Science and Technology Innovation Board Growth Layer" to support technology companies that are in the pre-profit stage but have significant technological breakthroughs and commercial potential [3][4]. Regulatory Framework - The reform establishes a growth layer within the Science and Technology Innovation Board to support technology companies that are not yet profitable at the time of listing, with all existing and newly registered unprofitable companies included in this layer [4][5]. - The investment threshold for investors remains unchanged, and new investors in the growth layer must sign a specialized risk disclosure document, while existing unprofitable companies are not affected by this requirement [4][5]. Main Institutional Arrangements - Newly registered companies that are unprofitable at the time of listing will be included in the growth layer from the date of listing [5]. - Existing companies that have not yet achieved profitability will be included in the growth layer from the date the guidelines are implemented [5]. Tier Adjustment Mechanism - A tier adjustment mechanism is established, allowing companies to be removed from the growth layer if they meet certain profitability criteria, such as achieving a positive net profit for two consecutive years with a cumulative net profit of at least 50 million RMB, or a positive net profit in the most recent year with revenue of at least 100 million RMB [6][9]. - Companies that achieve profitability after being listed will also be removed from the growth layer [6][9]. Information Disclosure Requirements - Companies in the growth layer must disclose reasons for not being profitable in their annual reports, along with impacts on cash flow, business expansion, talent attraction, and sustainability [11]. - Companies must also disclose any significant adverse events affecting their technological innovation, research capabilities, or growth prospects in a timely manner [11]. Special Identification and Risk Disclosure - The Shanghai Stock Exchange will implement special identification management for stocks or depositary receipts of companies in the growth layer, adding a "U" to their abbreviations [13]. - Investors participating in trading of growth layer stocks must meet suitability management requirements and sign a specialized risk disclosure document before their first transaction, while existing stock transactions do not require this [14].