"与境外市场不同的是，科创板此次改革引入资深专业机构投资者制度仅针对第五套标准企业开展小范围试 点，资深专业机构投资者入股情况只作为审核注册的参考，不构成新的上市条件，并非上市'门槛'，不影响科 技型企业适用第五套上市标准申报科创板。"姚亚伟说。 科创板"1+6"配套业务规则落地。 7月13日，上交所正式发布了《科创板上市公司自律监管指引第5号——科创成长层》《发行上市审核规则适用 指引第7号——预先审阅》《发行上市审核规则适用指引第8号——资深专业机构投资者》等配套业务规则。在 配套业务规则公布后，专家学者、科创板公司董事长、券商投行负责人、创投机构投资人等纷纷发声，对配套 业务规则给予了积极正面评价，认为此次深化科创板改革着力解决科技型企业发行上市痛点难点问题，主动适 应了我国科技创新发展需要和科技型企业的成长需求，进一步增强了科创板对科技创新和新质生产力发展的制 度包容性、适应性。 专家学者：科创成长层提供适配的资本市场平台 复旦大学金融研究院金融学教授、博士生导师，美国斯坦福大学访问学者张宗新表示，从全球实践看，科技型 企业往往经营业绩不确定性大、转盈利周期长，资本市场服务能否有效覆盖优质未盈利科技型 ...

Group 1 - The core point of the news is the reintroduction of the fifth listing standard for the Sci-Tech Innovation Board, allowing companies with no profits or revenue to go public, particularly benefiting special industries [1][3][4] - The fifth listing standard requires a minimum market value of 4 billion yuan, and companies must have significant market potential and approved core products for certain industries, such as biomedicine [4][5] - The new regulations expand the eligible industries for the fifth standard to include artificial intelligence, commercial aerospace, and low-altitude economy, aiming to accelerate the establishment of typical cases [9][10] Group 2 - The introduction of a system for qualified professional institutional investors is part of the new regulations, which will help assess the reliability of companies applying under the fifth standard [10][11][17] - A pre-review mechanism has been established to protect sensitive information for technology companies, allowing them to apply for confidentiality during the listing process [18][19][20] - The establishment of a Sci-Tech Growth Layer is part of the new regulations, with specific criteria for companies to enter this layer, indicated by a "U" in their stock abbreviation [23][25][29]

科创板重磅改革落地。 7月13日，针对科创板第五套上市标准企业，上交所正式试点引入资深专业机构投资者制度。 在业内人士看来，该制度作为科创板"1+6"改革政策的重要措施之一，旨在依托专业机构投资者的专业研判能 力，为审核注入"市场智慧"。此举既提升了科创板制度包容性，又通过"小切口探索"平衡风险防控，引导长期 资本聚焦"投早、投小、投硬科技"，助力科技创新与资本市场形成良性循环。 《指引》此次明确了资深专业机构投资者的硬性门槛，比如在已投资的科技型企业中，近5年有5家以上已在科 创板上市或者10家以上已在境内外主要交易所上市。同时，《指引》对持股及独立性提出要求，需在IPO申报 前24个月即入股，且各自持续持有发行人3%以上的股份或不低于5亿元的投资金额。 明确"资深专业机构投资者"门槛 距离证监会在6月18日发布《关于在科创板设置科创成长层增强制度包容性适应性的意见》不足一个月，7月13 日上交所出台《上海证券交易所发行上市审核规则适用指引第8号——资深专业机构投资者》（以下简称《指 引》）。 据了解，此前证监会表示，对于适用科创板第五套上市标准的企业，试点引入资深专业机构投资者制度，希望 借助这些机构投资 ...

Core Viewpoint - The establishment of the "Science and Technology Innovation Growth Layer" and the accompanying six reform measures mark a new phase in China's capital market, enhancing its service to technology innovation enterprises and increasing market inclusivity and attractiveness [2][4]. Group 1: Regulatory Changes - The Shanghai Stock Exchange has officially released the "Guidelines for Self-Regulatory Supervision of Listed Companies on the Science and Technology Innovation Board No. 5 - Science and Technology Innovation Growth Layer" and related guidelines, which detail the recognition standards for seasoned professional institutional investors and the pre-review mechanism [1][4]. - The new guidelines specify that the growth layer will primarily serve technology companies that have significant technological breakthroughs and broad commercial prospects but are currently unprofitable [4][5]. Group 2: Investor Impact - The introduction of the growth layer provides investors with a window to share in technological dividends and directs capital towards national strategic needs, fostering a virtuous cycle of "technology-industry-finance" [2][5]. - The growth layer allows for better risk identification for investors, particularly in managing unprofitable technology companies, thus enabling more rational investment decisions [6][11]. Group 3: Market Dynamics - The reform does not impose additional listing thresholds for unprofitable companies, allowing 32 existing unprofitable companies to enter the growth layer immediately upon the guideline's implementation [3][4]. - New unprofitable companies will enter the growth layer upon listing, with stricter exit conditions compared to existing companies, requiring positive net profits in the last two years or significant revenue thresholds [4][5]. Group 4: Professional Investor Guidelines - The newly introduced "Guidelines for Seasoned Professional Institutional Investors" clarify the recognition criteria, focusing on investment experience, compliance, and independence [9][10]. - Institutional investors must have a solid governance structure, manage substantial assets, and have a good track record, with specific requirements for investment in technology companies [9][10]. Group 5: Pre-Review Mechanism - The pre-review mechanism allows technology companies to manage sensitive information before formal IPO applications, reducing the risk of early disclosure impacting their competitive position [13][14]. - Companies applying for pre-review must justify the necessity of the request, and the Shanghai Stock Exchange will ensure compliance with the established rules [13][14].

中经实习记者 孙汝祥 记者 夏欣 北京报道 上交所相关负责人表示，《指引》明确，发行人适用科创板第五套上市标准申请发行上市的，鼓励其按 照规则规定自主认定、自愿披露资深专业机构投资者的信息。中介机构需要对发行人认定和披露的情况 进行审慎核查。 根据《指引》，资深专业机构投资者的范围界定为：一是治理结构健全、管理资产规模较大、具有良好 诚信记录，主要包括私募基金、政府出资设立的基金、链主企业及其设立的投资机构等主体；二是具备 较为丰富的投资经验，已投资的科技型企业中，近五年有5家以上已在科创板上市或者10家以上已在境 内外主要证券交易所上市；三是依法设立、运作合规，不存在最近三年内受到行政处罚或者被追究刑事 责任，或者正被司法机关立案侦查、被行政机关立案调查等情形。 关于资深专业机构投资者持股及独立性要求，《指引》一是明确持股要求，规定应于发行人IPO申报前 24个月即入股，且各自持续持有发行人3%以上的股份或不低于5亿元的投资金额；二是明确独立性要 求，规定与发行人之间不得存在影响投资独立性的关联关系。 根据《指引》，发行人依据《指引》自主认定和披露资深专业机构投资者，只作为上交所审核中判断发 行人是否符合市 ...

Core Viewpoint - The article discusses the Shanghai Stock Exchange's (SSE) new guidelines for the Sci-Tech Innovation Board's growth tier, aimed at enhancing regulatory inclusivity and supporting technological innovation and new productive forces in China [1][2]. Group 1: Background - The establishment of the Sci-Tech Innovation Board and the pilot registration system has been ongoing for six years, with continuous reforms enhancing its ability to support technological innovation [2]. - The China Securities Regulatory Commission (CSRC) issued the "Sci-Tech Innovation Board Opinions" on June 18, 2025, which further defines the role of the growth tier in promoting balanced investment and financing [2]. Group 2: Main Content - The "Guidelines for Self-Regulation of Sci-Tech Innovation Board Listed Companies - Growth Tier" consists of 12 articles focusing on five main areas [3]. - The growth tier is designed to support technology companies that are in the pre-profit stage but have significant technological breakthroughs and commercial potential [3][4]. - The guidelines specify the scope of the growth tier, including existing unprofitable companies and newly registered companies that are unprofitable at the time of listing [3][4]. - Conditions and procedures for exiting the growth tier are detailed, with a focus on minimizing the impact on existing companies and investors [4]. - Enhanced information disclosure requirements are mandated for growth tier companies, including the need to explain reasons for unprofitability and associated risks [4][5]. - Special risk disclosure measures are implemented, including a unique identifier "U" for stocks in the growth tier, requiring investors to sign a risk disclosure agreement before trading [4][11]. Group 3: Public Opinion and Adoption - The SSE received 20 suggestions during the public consultation period from June 18 to June 25, 2025, and has incorporated relevant feedback into the guidelines [5]. Group 4: Implementation and Future Steps - The SSE plans to focus on four key areas to ensure the effective implementation of the growth tier guidelines, including maintaining the tier's focus on supporting quality unprofitable technology companies [18]. - The SSE will enhance regulatory oversight and investor protection, ensuring that the new guidelines are effectively communicated and understood by market participants [30].

Core Viewpoint - The Shanghai Stock Exchange has implemented a series of business rules to deepen the reform of the Sci-Tech Innovation Board, including the introduction of a "growth layer" for unprofitable companies, a pre-review mechanism for IPOs, and guidelines for professional institutional investors [1][2][6]. Group 1: Growth Layer Implementation - The new "growth layer" will accommodate 32 existing unprofitable companies and any new unprofitable companies will enter this layer upon listing [2]. - The exit criteria for existing companies will remain based on achieving profitability, while new companies must meet stricter conditions to exit the growth layer [3]. - The growth layer aims to support technology companies with significant breakthroughs and substantial R&D investments, even if they are currently unprofitable [3][5]. Group 2: Pre-Review Mechanism - A pre-review mechanism for IPOs has been introduced to prevent early disclosure of sensitive business information that could harm companies [6][7]. - Companies applying for pre-review must justify the necessity of this process, and the review will follow strict procedures similar to formal IPO applications [6][7]. - The pre-review process aims to enhance the quality of formal applications and improve the efficiency of the review process [7]. Group 3: Professional Institutional Investors - The guidelines for recognizing professional institutional investors have been clarified, encouraging companies to disclose information about these investors voluntarily [8][9]. - Criteria for identifying professional institutional investors include having a solid governance structure, significant asset management, and a good track record [9][10]. - The involvement of professional institutional investors is intended to provide market wisdom and enhance the credibility of companies seeking to list on the Sci-Tech Innovation Board [10].

Core Viewpoint - The Shanghai Stock Exchange has implemented a series of business rules to deepen the reform of the Sci-Tech Innovation Board, including the introduction of a "growth layer" for unprofitable companies, a pre-review mechanism for IPOs, and the establishment of criteria for professional institutional investors [1][2][4][10]. Group 1: Growth Layer for Unprofitable Companies - A total of 32 existing unprofitable companies will enter the growth layer from the date of the implementation of the "Growth Layer Guidelines" [2]. - New unprofitable companies will enter the growth layer from the date of their listing, with stricter exit conditions to encourage technological development and market expansion [4]. - The exit conditions for existing companies remain tied to achieving profitability, while new companies must meet either of two criteria: positive net profit for the last two years with a cumulative net profit of no less than 50 million or positive net profit for the last year with revenue of no less than 100 million [4]. Group 2: Pre-Review Mechanism for IPOs - The introduction of a pre-review mechanism aims to protect key technology companies from disclosing sensitive business information prematurely, which could adversely affect their operations [8]. - Companies applying for pre-review must justify the necessity of the request, and the review process will follow strict guidelines similar to formal IPO submissions [8][9]. - The pre-review process and results will not be publicly disclosed, but companies must disclose relevant inquiries and responses on the exchange's website upon formal application acceptance [9]. Group 3: Criteria for Professional Institutional Investors - The "Professional Institutional Investor Guidelines" have been established to enhance the identification of quality tech companies, encouraging self-identification and voluntary disclosure of professional investors [11]. - Criteria for recognition include having a sound governance structure, substantial asset management, and a good credit record, with specific investment experience requirements [12]. - The involvement of professional institutional investors is intended to provide market wisdom and enhance the credibility of companies seeking to list, without lowering the standards for IPO applications [13].

Group 1 - The core idea of the news is the introduction of a system for seasoned professional institutional investors in the Sci-Tech Innovation Board to enhance the identification and judgment of the technological attributes and commercial prospects of tech companies [1][2] - The introduction of seasoned professional institutional investors aims to address the valuation challenges faced by unprofitable tech companies, which often have high R&D costs and long commercialization cycles [1][2] - The system is expected to help improve the identification of quality tech companies by leveraging the expertise and investment experience of seasoned professional institutional investors [1][2] Group 2 - The Shanghai Stock Exchange is developing relevant business rules to define the standards for recognizing seasoned professional institutional investors and to strengthen self-regulation [2] - The trial implementation of this system is based on successful practices from mature overseas markets, where private equity and venture capital have played crucial roles in the commercialization of advanced technologies [2][4] - The system will initially be limited to companies meeting the fifth set of listing standards, and the involvement of seasoned professional institutional investors will serve as a reference for the review process rather than a new listing condition [3][4] Group 3 - The introduction of seasoned professional institutional investors is expected to stabilize the stock market by encouraging long-term investments and reducing capital volatility [3][5] - The Hong Kong Stock Exchange has implemented a similar system, which has shown positive results in terms of revenue growth and reduced losses for companies listed under specific rules [4] - The growth of diverse investment entities, including private equity and venture capital, has provided significant funding support for tech companies at various stages of development [5]

Core Viewpoint - The introduction of a professional institutional investor system aims to enhance the identification and evaluation of high-quality technology enterprises in China's Sci-Tech Innovation Board, addressing the challenges of assessing the innovation attributes and commercial prospects of tech companies [1][2]. Group 1: Introduction of Professional Institutional Investors - The China Securities Regulatory Commission (CSRC) has proposed a pilot program to introduce professional institutional investors for companies meeting the fifth set of listing standards on the Sci-Tech Innovation Board [2][4]. - This initiative is designed to provide a new pathway for investors to discover the investment value of enterprises while improving the market mechanism for identifying quality tech firms [2][4]. Group 2: Characteristics of Tech Enterprises - Early-stage, unprofitable tech companies often face high R&D costs, long application cycles, and significant commercialization risks, leading to uncertainty in their ongoing operations and profitability [2][3]. - Successful identification of these companies can lead to exponential growth, making the assessment of investment risks and values challenging [2][3]. Group 3: Advantages of Professional Institutional Investors - Professional institutional investors possess specialized judgment capabilities regarding the innovation attributes and future development potential of tech companies, particularly those with core technologies [3][5]. - The backing of professional investors can reduce risks and provide market validation for a company's technological strength and commercial prospects [5]. Group 4: Market Practices and Statistics - The Hong Kong Stock Exchange has successfully implemented a similar system since 2018, with significant growth in revenue and net profit for companies listed under specific rules [4]. - As of the end of 2024, 67 companies were listed under the relevant rules, with an average of 3 professional investors per company, holding an average of 21% of shares collectively [4]. Group 5: Industry Implications - The introduction of this system may reshape the competitive landscape of the VC/PE industry, favoring capital-rich and technically adept leading institutions [6]. - There is a need for clear standards and regulatory oversight regarding the identification and behavior of professional institutional investors to ensure effective implementation [6].