“Light-asset, high-R&D” refinancing standards expand to the Main Board; the successful experience of the STAR Market’s “demonstration field” is being replicated

Ask AI · Why did regulators shift the focus of refinancing toward innovation spending?

A report by China Business News reporters Sun Ruxiang and Xia Xin, Beijing

On March 27, the Shanghai and Shenzhen stock exchanges respectively issued amended refinancing review “light-asset, high R&D investment recognition standards.” This institutional innovation, first piloted on the Sci-Tech Innovation Board, was later formally extended to the main boards of the Shanghai and Shenzhen markets after being implemented in the Growth Enterprise Market.

Industry experts told a reporter from China Business News that this move marks the start of the main-board refinancing rules truly responding to the operational characteristics of technology-based enterprises. It will help better serve technology-based enterprises on the main boards and promote coordinated development between the transformation and upgrading of traditional industries and the cultivation of new quality productive forces.

Experts also said it once again shows that the Sci-Tech Innovation Board has become a genuine “demonstration field” for reform in the capital markets, and that its successful experience is spilling over into a wider market.

New main-board refinancing policy takes effect

On February 9, 2026, the Shanghai, Shenzhen and Beijing stock exchanges jointly announced, on the same day, the rollout of a package of measures to optimize refinancing. Among them, the Shanghai and Shenzhen stock exchanges said they will study and introduce recognition standards for “light assets, high R&D investment” for main-board listed companies.

On March 27, the “Shanghai Stock Exchange Issuance and Listing Review Rules Application Guidance No. 6 — Light-Asset, High R&D Investment Recognition Standards (2026 Revised)” and the “Shenzhen Stock Exchange Stock Issuance and Listing Review Business Guidance No. 8 — Light-Asset, High R&D Investment Recognition Standards (2026 Revised)” were formally released and implemented.

According to the two guidance documents, for main-board listed companies in the Shanghai and Shenzhen markets, the “light-asset” recognition standard is that the proportion of tangible assets to total assets is no more than 20%. For main-board listed companies, the “high R&D investment” recognition standard is that, over the most recent 3 years, the average R&D investment as a proportion of operating revenue is no less than 15%, or that over the most recent 3 years the cumulative R&D investment is no less than 300 million yuan and, over the most recent 3 years, the average R&D investment as a proportion of operating revenue is no less than 5%.

Guidance No. 6 of the Shanghai Stock Exchange also clarifies that, for Shanghai-listed companies whose stocks are subject to delisting risk warning or other risk warnings, the proportion of refinancing proceeds used to replenish working capital and repay debts may not exceed 30% of the total proceeds raised.

Guidance No. 8 of the Shenzhen Stock Exchange also adjusts the “high R&D investment” recognition standard for the Growth Enterprise Market. Specifically, in the GEM “high R&D investment” recognition standard, the lower bound of the R&D investment ratio that previously stated “cumulative R&D investment over the last three years of no less than 300 million yuan and average R&D investment over the last three years accounting for no less than 3% of operating revenue” is raised from 3% to 5%.

Encourage main-board technology enterprises to strengthen R&D

“From this expansion, it can be understood as an important institutional adjustment supporting technological innovation in the capital markets. On the surface, it is a revision to refinancing review rules; in essence, it reflects a further reshaping by regulators of enterprises’ value creation logic, financing demand characteristics, and the institutional positioning of different boards.” Yu Yao, an assistant professor at the School of Economics and Management, Beijing Jiaotong University, told a reporter from China Business News.

Yu Yao said that in the past, refinancing reviews for main-board companies were more easily matched to traditional manufacturing enterprises, because for such companies the use of funds typically could be clearly linked to tangible assets such as factories, equipment, and land, making the financing logic relatively straightforward. However, for many R&D-driven enterprises—especially technology platform-type enterprises in software, chip design, biomedical, and high-end manufacturing—their core competitiveness often is not mainly reflected in the scale of fixed assets, but rather in sustained R&D investment, technological reserves, talent teams, and intellectual property.

This revision makes it clear that if a main-board listed company meets the “light assets, high R&D investment” characteristics, it can obtain greater flexibility in how refinancing proceeds are used for replenishing working capital and repaying debts. “The significance of this institutional arrangement lies in the fact that it enables the main-board refinancing rules to truly respond to the operational characteristics of technology-based enterprises.” Yu Yao said.

More specifically, in accounting terms, R&D investment has a strong expense-recognition nature. In the short term, it may not necessarily form a large amount of clearly identifiable assets, and it may even depress current-period profits. But in the long run, it may determine an enterprise’s technological barriers and growth space. If the rationality of financing is still assessed entirely using the traditional logic for heavy-asset enterprises, it is easy for the system to be misaligned. In that case, enterprises that truly need long-term R&D support may not receive financing arrangements that adequately match their needs.

“This revision actually indicates that regulators have started shifting the focus of financing review from ‘whether there are enough tangible assets’ to ‘whether there is the ability to sustain innovation investment and a foundation for future growth.’” In Yu Yao’s view, this not only helps ease the cash flow pressures faced by light-asset, high-R&D enterprises, but also helps guide listed companies to place greater importance on long-term R&D and capacity building.

On the other hand, Yu Yao said this expansion is not an unconditional loosening; rather, it balances “supporting innovation” with “preventing and controlling risks.” For example, Guidance No. 6 of the Shanghai Stock Exchange clearly states that if a listed company’s stock is subject to delisting risk warning or other risk warnings, the proportion of refinancing proceeds used to replenish working capital and repay debts may not exceed 30% of the total proceeds raised.

“Transferring the ‘light-asset, high R&D investment recognition standards’ to the Shanghai and Shenzhen main boards is conducive to accurately supporting technology-based enterprises, loosening the restrictions on the refinancing-to-working-capital and debt-repayment ratio for light-asset, high-R&D enterprises, guiding capital to cluster toward the Sci-Tech Innovation Board, and helping break through core technologies and achieve high-quality development for enterprises. At the same time, it also strengthens regulatory anti-arbitrage measures.” Liu Chunsheng, a deputy professor at Central University of Finance and Economics, told reporters.

The Sci-Tech Innovation Board’s “demonstration field” function becomes prominent

On October 11, 2024, the Shanghai Stock Exchange released the “Shanghai Stock Exchange Issuance and Listing Review Rules Application Guidance No. 6 — Light-Asset, High R&D Investment Recognition Standards (Trial).” It first established, on the Sci-Tech Innovation Board, the “light-asset, high R&D investment” recognition standards, allowing the portion of refinancing used to replenish working capital exceeding 30% to be used for R&D investments related to the main business.

As of now, 14 companies have used this standard to implement refinancing, with a combined intended financing amount of 35.12 billion yuan. This accounts for 37% of the number of Sci-Tech Innovation Board applicant enterprises in 2025 and 76% of the intended financing amount, respectively. It covers enterprises under various listing standards and major industries applicable to the Sci-Tech Innovation Board. Among them, 2 Sci-Tech Innovation Growth-tier companies raised 5.78 billion yuan. As of now, 12 companies have already been registered and become effective.

“The ‘light-asset, high R&D investment’ standard has become an important way for Sci-Tech Innovation Board listed companies to refinance, strongly supporting technology companies to increase R&D investment and promoting the development of technological innovation and new quality productive forces. The vivid practice of Sci-Tech Innovation Board listed companies adopting the ‘light-asset, high R&D investment’ recognition standards and increasing R&D investment lays a solid foundation for further expanding the applicability scope of policies supporting technological innovation.”

In June 2025, the “Shenzhen Stock Exchange Stock Issuance and Listing Review Business Guidance No. 8 — Light-Asset, High R&D Investment Recognition Standards” was formally released, expanding the “light-asset, high R&D investment recognition standards” from the Sci-Tech Innovation Board to the Growth Enterprise Market.

“From the perspective of institutional evolution, this time the rules are again promoted from the Sci-Tech Innovation Board to the main boards of the Shanghai and Shenzhen markets, which fully demonstrates that the Sci-Tech Innovation Board is playing the role of a capital market reform ‘demonstration field.’” Yu Yao said. It is worth noting that this kind of replication is not a mechanical copy, but an institutional transplantation built on differences among boards.

For example, for a Sci-Tech Innovation Board company’s recognition of “high R&D investment,” it looks not only at R&D intensity or cumulative R&D amounts, but also requires that the proportion of R&D personnel to the total number of employees in the most recent year is no less than 10%. Meanwhile, the main-board rules did not fully adopt this indicator. Instead, they changed to two pathways that place more emphasis on financial strength and the scale of R&D.

“This shows that regulators are not simply transferring the Sci-Tech Innovation Board rules to the main board. Rather, under the premise of retaining the core orientation of ‘encouraging R&D and supporting innovation,’ they adjust the specific recognition indicators. That is also why the Sci-Tech Innovation Board’s demonstration effect is not ‘template-based replication,’ but rather through trial and refinement, it derives institutional principles that can be promoted and then expands them to different boards selectively.” Yu Yao emphasized.

(Editor: Xia Xin; Review: Li Huimin; Proofread: Yan Jingning)