Interim Measures for GEM Listing, GEM Listing Rules

The GEM listing rules are as follows:

1. Subject qualifications:

It must be established in accordance with the law and have been in continuous operation for more than 3 years (**** can be counted continuously if it is changed to a joint-stock company as a whole).

1) ** Noisy banquet has been approved by the China Securities Regulatory Commission and has been publicly issued;

2) The total share capital of the company shall not be less than 30 million yuan, and the public shares shall reach more than 25% of the total number of shares of the company, and the total share capital of the company shall exceed 400 million yuan, and the proportion of public shares shall be more than 10%;

3) The company has no major violations in the last three years, and there are no false records in the financial and accounting reports.

**Fig. Second, the enterprise requirements:

1) The registered capital has been paid in full, and the formalities for the transfer of property rights of the assets used by the promoters or shareholders for capital contribution have been completed. There is no material ownership dispute over the issuer's main assets;

2) There have been no major changes in the main business, directors and senior management in the past two years, and there has been no change in the actual controller;

3) It shall have sustained profitability and do not have the following circumstances:

1) The business model, product or service structure of Pinxiang Zen has undergone or will undergo significant changes, which will have a material adverse impact on the continued profitability of the issuer;

2) the position of the industry or the operating environment of the industry in which the issuer operates has changed or will change materially and adversely affect the continued profitability of the issuer;

3) There is a risk of significant adverse changes in the acquisition or use of important assets or technologies such as trademarks, patents, proprietary technologies, franchise rights, etc.;

4) The operating income or net profit of the most recent year is significantly dependent on related parties or customers with significant uncertainties;

5) The net profit in the most recent year is mainly derived from investment income outside the scope of the consolidated financial statements;

6) Other circumstances that may have a material adverse impact on the issuer's continued profitability.

**Trend. Extensions:

GEM: The GEM, also known as the second board market, is the second trading market, which refers to the trading market outside the main board that is designed to provide financing channels and growth space for small and medium-sized enterprises and emerging companies that cannot be listed on the main board for the time being, which is an effective supplement to the main board market and occupies an important position in the capital market.

1. It must be established in accordance with the law and have been in continuous operation for more than 3 years.

2. The operating income in the last year shall not be less than 50 million yuan, and the growth rate of business income in the last two years shall not be less than 30%.

3. The company has been profitable for two years, with a cumulative net profit of not less than 10 million yuan, or a net profit of not less than 5 million yuan in the last year.

5. The net assets before the issuance shall not be less than 20 million yuan, and at the end of the most recent period, there shall be no outstanding losses, and the total share capital after the issuance shall not be less than 30 million.

For the issue of GEM listing, you can consult Mingde, Mingde - a professional institution for small and medium-sized enterprises to finance the listing of jujube funds! Mingde's team of experts from multiple fields provides multi-faceted, three-dimensional, whole-process growth and normative counseling according to the standard of capital review, and comprehensively improves the operation, standardization and management level of the enterprise, laying the foundation for the enterprise to achieve the goal of multiplying performance, rapid financing and successful listing.

Article 7 The "pricing reference date" mentioned in the "Decision on Amending the Implementation Rules for Non-public Offerings of Listed Companies" refers to the reference date for calculating the issuance floor price. The pricing reference date is the first day of the issuance period of the private offering**. The listed company shall issue at a price not lower than the reserve price of the issue.

If the board of directors of a listed company resolves to determine all the issuance objects in advance, and it is a counterweight in one of the following circumstances, the pricing reference date may be the date of the announcement of the board resolution of the board of directors, the date of the announcement of the resolution of the general meeting of shareholders or the first day of the issuance period of the non-public issuance of shares, and the subscribed shares shall not be transferred within 18 months from the date of the end of the issuance: (1) the controlling shareholder, actual controller or related persons controlled by the listed company; (2) Investors who obtain actual control of the listed company by subscribing for the shares issued; (3) Domestic and foreign strategic investors to be introduced by the board of directors. The average trading price for the 20 trading days prior to the pricing reference date** is calculated as:

Average trading price for 20 trading days prior to the pricing base date = Total trading volume for 20 trading days prior to the pricing base date Total trading volume for 20 trading days prior to the pricing base date. Article 1 of the Extended Information is formulated in accordance with the relevant provisions of the Administrative Measures for the Issuance of Listed Companies and the Interim Measures for the Administration of the Issuance of Listed Companies on the Growth Enterprise Market (hereinafter referred to as the "Administrative Measures") in order to regulate the non-public offering of listed companies. Note:

The Interim Measures for the Administration of the Issuance of Listed Companies on the Growth Enterprise Market (Interim Implementation) has been superseded by the Administrative Measures for the Issuance and Registration of Listed Companies on the Growth Enterprise Market (Trial) promulgated by Order No. 168 of the China ** Regulatory Commission on June 12, 2020. Article 2 The non-public issuance of listed companies shall be conducive to reducing related party transactions, avoiding intra-industry competition, and enhancing independence; It should be conducive to improving asset quality, improving financial position and enhancing sustainable profitability. References**:

China** Committee - [Announcement No. 11] "Decision on Amending the Implementation Rules for Non-public Offerings of Listed Companies".

In order to standardize the initial public offering and listing on the GEM, promote the development of independent innovation enterprises and other growth start-ups, protect the legitimate rights and interests of investors, and safeguard the public interest, we formulate these measures in accordance with the "** Law" and "Company Law", and the following are the conditions for listing on the GEM:

1. The issuer is a share established in accordance with the law and has been in continuous operation for more than three years. If a limited liability company is converted into shares according to the original book net asset value, the continuous operation time can be calculated from the date of establishment of the limited liability company;

2. Continuous profit in the last two years, and the cumulative net profit in the last two years is not less than 10 million yuan; or profit in the latest year, and the operating income in the latest year is not less than 50 million yuan. Net profit is calculated on the basis of the lower before and after deducting non-recurring gains and losses;

3. The net assets at the end of the most recent period shall not be less than 20 million yuan, and there is no uncompensated loss;

4. The total share capital after issuance shall not be less than 30 million yuan. Article 12 The registered capital of the issuer has been paid in full, and the formalities for the transfer of property rights of the assets used by the promoters or shareholders for capital contributions have been completed. There is no material ownership dispute over the issuer's main core assets.

If you want to understand the GEM listing requirements, you can consider Matilda. Mingde Tiansheng is deeply familiar with China's capital market listed company executives, securities companies, experienced corporate strategy and management consultants, senior investment and financing, legal, financial experts and people with a certain first-class resource background, focusing on the private equity investment and strategic investment banking services of companies to be listed.