科创板股票上市规则演进与修订要点解析（2019-2025）

Core Viewpoint - The article focuses on three core dimensions: information disclosure, corporate governance, and standardized operations, systematically summarizing key points and deep impacts of various revisions to provide practical references for the board of directors of companies listed on the Sci-Tech Innovation Board and related practitioners [1]. Group 1: Background and Core Context of Rule Revisions - The Shanghai Stock Exchange's Sci-Tech Innovation Board Stock Listing Rules were officially implemented on March 1, 2019, following approval by the China Securities Regulatory Commission. The revisions have undergone five significant updates to align with key policy requirements such as the delisting system reform and the independent director system reform [2]. Group 2: Key Points of Information Disclosure Regulations Revisions - Information disclosure has been continuously strengthened in terms of authenticity, accuracy, and completeness through various revisions, detailing disclosure standards and operational norms [3]. Subgroup 1: Optimization of Regular Report Disclosure System - A rigid requirement was added stating that if more than half of the directors cannot guarantee the truthfulness, accuracy, and completeness of the regular report, it is considered not approved [4]. - Responsibilities of key executives such as the general manager, financial officer, and board secretary in the preparation and disclosure of regular reports were specified, requiring financial information to be approved by more than half of the audit committee before submission to the board [4]. - Directors and executives must confirm the compliance of the preparation and review procedures and the truthfulness of the content in writing; dissenting directors and audit committee members must vote against or abstain and provide written reasons [4]. - Annual financial reports must be audited by a qualified accounting firm as per the Securities Law, and unaudited reports cannot be disclosed [4]. - The rules for trading suspension were simplified by removing the requirement for suspension due to undisclosed quarterly reports and optimizing the suspension process to balance regulatory efficiency and market liquidity [4]. Subgroup 2: Major Transaction Regulations - The scope of transactions was expanded to clarify that "purchasing low-risk bank wealth management products" is not included in external investments, and "waiving rights" is now classified as a major transaction type [8]. - The exemption clause for net profit indicators for unprofitable companies was canceled, and it was clarified that when relevant indicators are negative, their absolute values should be used for calculations [8]. - Financial assistance must be approved by more than half of the board of directors and two-thirds of the attending directors if the single or cumulative amount exceeds 10% of net assets or if the recipient's debt ratio exceeds 70% [9]. Subgroup 3: Related Party Transaction Supervision Mechanism Improvement - A requirement was established for directors, executives, and shareholders holding more than 5% to report related party lists and relationships promptly, creating a routine registration management mechanism to prevent non-related party transactions [16]. - Related transactions must be approved by more than half of the independent directors before being submitted to the board for review [16]. - The cumulative calculation rules were refined to clarify that transactions with different related parties under the same category must be combined for calculation [16]. Subgroup 4: Accounting Policy and Asset Impairment Disclosure Norms - A regulatory red line was defined, stating that companies must not manipulate financial indicators such as operating income, net profit, and net assets through changes in accounting policies or estimates [19]. - Changes in accounting policies must disclose an overview, impact, and any changes in profit or loss nature, and must be approved by the board and disclosed accordingly [19]. - If asset impairment provisions or asset write-offs affect the current profit and loss by more than 10% of the absolute value of the most recent audited net profit and exceed 1 million yuan, timely disclosure is required [19].