Shanghai and Shenzhen Stock Exchanges Announce! Favorable policies for technology-based companies on the Main Board!

The main boards of the Shanghai and Shenzhen exchanges have finalized the recognition criteria for “light assets, high R&D expenditure”!

On March 27, the Shanghai and Shenzhen exchanges revised and issued the Implementation Guidelines for Stock Issuance and Listing Review—Recognition Criteria for “Light Assets, High R&D Expenditure” (2026 Revised) (hereinafter referred to as the “Light Assets, High R&D Expenditure Guidelines”), expanding the scope of application of the recognition criteria for “light assets, high R&D expenditure” to main board companies. After the revisions, main board companies that meet the criteria can use refinancing to replenish working capital beyond the limits for R&D investment, further improving the flexibility of refinancing.

An official from the Shanghai and Shenzhen exchanges stated that going forward they will closely focus on better serving the development of science and technology innovation and new quality productive forces, support more listed companies that meet the recognition criteria for “light assets, high R&D expenditure” to actively apply this policy tool, promote the landing of typical cases, increase efforts to concentrate factor resources in the field of new quality productive forces, further improve the flexibility and convenience of refinancing, and effectively enhance investors’ sense of gain in the market.

The recognition criteria apply to the Shanghai and Shenzhen main boards

The “Fifteen Five-Year Plan” clearly calls for “continuously deepening comprehensive reforms of capital market financing and investment, strengthening the inclusiveness and adaptability of the capital market institutional arrangements.” This year’s Government Work Report further emphasized that for technology-based enterprises in key core technology areas, a mechanism for implementing a “green channel” for listing financing and M&A restructuring on a normalized basis will be applied. The 2026 system work meeting of the China Securities Regulatory Commission proposed improving the convenience and flexibility of refinancing.

Against this backdrop, the Shanghai and Shenzhen exchanges revised and released the “Light Assets, High R&D Expenditure Guidelines,” adding recognition criteria for “light assets, high R&D expenditure” in the main board market on top of the prior pilot programs in the STAR Market and the ChiNext board.

Specifically, the “light assets” recognition criterion for main board listed companies is that the proportion of tangible assets to total assets is no more than 20%; the “high R&D expenditure” recognition criterion is that the average R&D expenditure over the most recent three years accounts for no less than 15% of operating revenue, or that the cumulative R&D expenditure over the most recent three years is no less than 300 million yuan and the average R&D expenditure over the most recent three years accounts for no less than 5% of operating revenue.

In recent years, main board companies have proactively followed frontier technology R&D, with ongoing industrial transformation and upgrading. Judging from the current industry distribution of main board listed companies, they also cover strategic emerging industries such as next-generation information technology, high-end equipment manufacturing, biopharmaceuticals, and new materials, and have formed a batch of listed companies with core technological capability. Such companies have characteristics including a relatively low share of fixed assets, a relatively high share of intangible assets, ongoing sustained investment in R&D expenses, and R&D expenses that are significantly higher as a proportion of operating revenue than the industry average. Their business development, transformation and upgrading, and continuous technological iteration and product innovation are closely related, and they need long-term, large-scale, stable funding support to meet R&D needs.

The revision of the “Light Assets, High R&D Expenditure Guidelines,” expanding the scope of application of the “light assets, high R&D expenditure” recognition criteria to main board companies, and responding to market calls in a proactive and timely manner, is precisely a key measure to enhance the inclusiveness and adaptability of the refinancing system.

Industry insiders said that, given the diversified nature of main board company profiles, introducing main board standards, relaxing the limits on the proportion of proceeds used to replenish working capital, and allowing the over-limit portion to be specifically directed to R&D for the main business can help improve the pertinence and effectiveness of the use of fund-raising proceeds, better serve technology-based enterprises on the main board, and promote coordinated development of traditional industry transformation and upgrading and the cultivation of new quality productive forces.

The “two innovation boards” further highlight the orientation of “supporting excellence” and “supporting technology”

The recognition criteria for “light assets, high R&D expenditure” have already been piloted on the STAR Market and the ChiNext board in batches. On October 11, 2024, the SSE issued the “SSE Listing and Issuance Review Rules—Implementation Guidance No. 6: Recognition Criteria for ‘Light Assets, High R&D Expenditure’ (Trial),” establishing the “light assets, high R&D expenditure” recognition criteria on the STAR Market first. It allowed the portion of refinancing used to supplement current working capital beyond 30% to be used for R&D related to the main business.

As of now, 14 STAR Market companies have used this standard to conduct refinancing, with a total planned financing amount of 35.12 billion yuan, accounting for 37% and 76% respectively of the number of STAR Market acceptance companies and the planned financing amounts in 2025. It covers enterprises meeting various listing standards and major industries in the STAR Market. Among them, two companies in the Growth Layer of the STAR Market raised 5.78 billion yuan. As of now, 12 have already been registered and have come into effect. The “light assets, high R&D expenditure” standard has become an important way for STAR Market listed companies to refinance, strongly supporting technology companies to increase R&D investment and promoting the development of science and technology innovation and new quality productive forces.

In this revision, the relevant recognition criteria for the STAR Market remain unchanged. The “light assets” criterion is the same as that for the main board and ChiNext board, but the “high R&D expenditure” recognition criterion is “the average R&D expenditure over the most recent three years as a proportion of operating revenue is no less than 15%, or cumulative R&D expenditure over the most recent three years is no less than 300 million yuan,” and “the proportion of R&D personnel to the total number of employees in the most recent year is no less than 10%.”

In June 2025, the recognition criteria for ChiNext refinancing of “light assets, high R&D expenditure” were published and implemented. Already, ChiNext listed companies such as Jiangbo Long have chosen to apply the “light assets, high R&D expenditure” standard to file for refinancing, and market responses were positive. In this revision, the SZSE made an adaptive adjustment to the previously issued ChiNext “high R&D expenditure” recognition criterion. In that criterion, the lower bound of the R&D expenditure proportion—“cumulative R&D expenditure over the most recent three years is no less than 300 million yuan and the average R&D expenditure over the most recent three years as a proportion of operating revenue is no less than 3%”—has been adjusted from 3% to 5%.

The SZSE stated that the aim of moderately raising the “high R&D expenditure” recognition indicators is to guide listed companies to increase R&D investment for science and technology innovation, focusing on companies that deeply cultivate R&D and have distinctive innovation characteristics. With an efficient and flexible refinancing system, it will provide escort for them to continuously enhance innovative vitality and form a positive cycle for innovation-driven development.

(Editor: Wang Zhiqiang HF013)

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