Basic knowledge of enterprise listing
IPO is the initial public offering (IPO) refers to the enterprise through the stock exchange for the first time to investors to the issuance of shares in order to raise funds for the process of enterprise development. When a large number of investors subscribe for new shares, the need to draw the form of shares in the form of lottery, also known as the withdrawal of new shares, subscribed investors expect to be sold at a price higher than the subscription price.
First, the conditions
According to the 2006 Securities Act:
Article 48 An application for the listing of securities shall be submitted to the stock exchange for examination and approval by the stock exchange and signed by the two parties.
The stock exchange shall arrange the listing of government bonds according to the decision of the department authorized by the State Council.
Article 49 Where an application for a stock or a corporate bond that can be converted into a stock or other securities listed on the securities and laws and administrative regulations stipulated in the sponsor system, the sponsor shall be appointed as the sponsor. The provisions of Paragraphs 2 and 3 of Article 11 of this Law shall apply to the listing sponsor.
Article 50 Where a joint stock limited company applies for listing of shares, it shall meet the following conditions:
(1) The shares have been issued by the securities regulatory authority under the State Council;
(2) The total share capital of the Company is not less than RMB 30 million;
(3) The number of shares issued by the public offering exceeds 25% of the total number of shares of the Company; the total share capital of the Company exceeds RMB 400 million, and the proportion of public offering shares is more than 10%
(D) the company in the last three years without major violations, financial and accounting reports without false record.
The stock exchange may prescribe the conditions listed above the provisions of the preceding paragraph and submit it to the securities regulatory authority under the State Council for approval.
Article 51 The State encourages the listing of shares of the company that conforms to the industrial policy and meets the conditions for listing.
Article 52 In applying for listing of shares, the following documents shall be submitted to the stock exchange:
(A) the listing report;
(2) the resolution of the shareholders' general meeting for listing;
(3) the articles of association of the company;
(4) the company business license;
(5) the financial and accounting reports of the Company for the past three years audited by the accounting firm;
(6) legal opinion and listing sponsor;
(Seven) the latest prospectus;
(8) Other documents as prescribed in the Listing Rules of the Stock Exchange.
Article 53 A company that has entered into a listing agreement shall, within the prescribed time limit, announce the relevant documents on the listing of the stock and apply it to the public for inspection at the designated place.
Article 54 A company that has entered into a listing agreement shall, in addition to the documents prescribed in the preceding article of the announcement, announce the following matters:
(A) the date on which the stock is allowed to be traded on the stock exchange;
(2) the list of the top ten shareholders holding the largest number of shares and the amount of shares held by the Company;
(3) the actual controller of the company;
(4) the names of directors, supervisors and senior executives and their holdings of the Company's shares and debentures.
Article 55 Where a listed company has any of the following circumstances, the stock exchange shall decide to suspend its listing of shares:
(A) the total share capital of the company, the distribution of shares and other changes no longer have the conditions for listing;
(2) The Company does not disclose its financial position in accordance with the provisions, or makes false statements about the financial and accounting report, may mislead the investors;
(3) the company has a major illegal act;
(4) the Company has suffered a continuous loss for the last three years;
(5) other circumstances as defined in the Listing Rules of the Stock Exchange.
Article 56 Where a listed company has any of the following circumstances, it shall be decided by the stock exchange to terminate its listing of shares:
(1) The change in the total share capital and shareholding of the Company no longer has the conditions for listing and can not meet the conditions for listing within the time limit prescribed by the stock exchange;
(2) The Company does not disclose its financial status in accordance with the provisions, or makes false records of the financial and accounting report and refuses to correct it;
(3) The Company has suffered a continuous loss in the last three years and has not been able to recover its profit in the following year;
(4) the company is dissolved or declared bankrupt;
(5) other circumstances as defined in the Listing Rules of the Stock Exchange.
Article 57 Where a company applies for the listing and trading of corporate bonds, it shall meet the following conditions:
(A) the duration of corporate bonds is more than one year;
(2) the actual issuance of corporate bonds is not less than RMB 50 million;
(3) The Company's application for bonds is still in compliance with the statutory conditions for the issuance of corporate bonds.
Article 58 In applying for the listing and trading of corporate bonds, the following documents shall be submitted to the stock exchange:
(A) the listing report;
(2) the resolution of the board of directors applying for the listing of corporate bonds;
(3) the articles of association of the company;
(4) the company business license;
(5) methods of raising corporate bonds;
(6) the actual amount of corporate bonds issued;
(7) other documents as prescribed in the Listing Rules of the Stock Exchange. The application can be converted into shares of corporate bonds listed transactions, but also should be submitted to the sponsor issued a listing sponsor letter.
Article 59 After the application for listing and trading of corporate bonds has been examined and approved by the stock exchange, the company that has entered into the listing agreement shall announce the listing documents and relevant documents of the corporate bonds within the prescribed time limit and place the application documents in the designated places for public inspection The
Article 61 Where any of the circumstances listed in Article (1) and (4) of the preceding Article has been seriously verified, the Company has either serious consequences as mentioned in Paragraphs (2), (3) and (5) If the circumstances are not eliminated within the time limit, the stock exchange shall decide to terminate the listing of its corporate bonds. If the company is dissolved or declared bankrupt, the stock exchange shall terminate its trading of its corporate bonds.
Article 62 Whoever refuses to accept a listing on the stock exchange or suspends the listing and terminates the listing decision may apply to the review institution set up by the stock exchange for review.
"Listing policy" to help enterprises understand the cutting-edge management theory, to provide listed marketing path, is the enterprise listing management tool Collection.
Second, the enterprise listing process
(I) restructuring stage
Enterprise restructuring, issuance and listing of the issues involved are more extensive and complex, generally in the enterprise to hire professional organizations with the assistance of the completion. Enterprises must first determine the broker, with the help of brokerage as soon as possible to select other intermediaries. The main intermediaries involved in the stock restructuring are: securities companies, accounting firms, asset assessment agencies, land assessment agencies, law firms.
(Ii) Work of the relevant bodies
1, to be modified company
The company is mainly responsible for the overall co-ordination, the group by the company deployed office, financial and familiar with the company's history, production and operation of the staff, its main work include:
Comprehensive coordination of enterprises and provinces, municipalities and relevant departments, industry authorities, the China Securities Regulatory Commission to send agencies and intermediaries, enterprises listed on the board, the relationship between small and medium-sized enterprises listed, and a comprehensive inspection of the work process;
With the accountants and appraisers for accounting statements audit, profit forecasting and asset evaluation work;
Working with lawyers to handle the listing of relevant legal affairs, including the preparation of the articles of association, underwriting agreement, various related party transactions agreement, sponsor agreement;
Responsible for the project approval project and provide the project feasibility study report;
Complete the various types of board resolutions, company documents, apply for approval of the competent authorities, and is responsible for news and publicity reports and public relations activities.
To formulate a joint stock company restructuring plan;
The total share capital of the joint stock company, the ownership structure, the prospectus financing, the placing of new shares and the development of the issuance plan and operational guidance and business services;
It is recommended that other intermediaries with qualifications of securities practitioners, coordinate the business relationship, work steps and work results of the parties, and act as the general planning and general coordinator of the whole process of corporate restructuring and stock issuance and listing;
Draft, summary, submit a full set of declaration materials;
Organization underwriting group package A shares, bear the A shares issued to the listing of the organization.
3, accounting firms
The sponsor of the capital and the actual situation in place to test, issued a capital verification report;
Responsible for assisting the company to carry out the relevant account adjustments, so that the company's handling of compliance with the provisions;
Assist the company to establish a joint stock company's financial accounting system, the management system;
The company's first three years of operating performance audit, and audit the company's profit forecast;
The company's internal control system to check, issued by the internal control system evaluation report;
4, asset assessment firm
In the case of the need for the sponsor of the assets of the assessment, issued an asset appraisal report.
5, land assessment agencies
The assessment of the land use rights incorporated into the share capital of the joint stock company
6, law firm
Assist companies to prepare company charter, sponsor agreement and important contract;
Responsible for the stock issuance and listing of the documents to review;
Drafting legal submissions, lawyer work reports;
Provide legal advisory services for stock issuance and listing.
Special Note: According to the relevant provisions of the China Securities Regulatory Commission notice: the future to apply for the issue of shares of the company, the establishment of the securities should be engaged in the qualification of the intermediary agencies to undertake capital verification, asset assessment, audit and other business. If an intermediary is established to engage an intermediary who does not have a securities qualification permit, it shall, after three years of operation of the joint stock company, issue an application for issuance, and shall, after applying for the issuance of the stock, review the intermediary of the securities qualification permit Issued a professional report.
(Iii) Identification of programs
Brokers and other intermediaries to the issuer to submit a careful investigation outline, by the company in accordance with the requirements of the outline to provide documents. Through careful investigation, a comprehensive understanding of all aspects of the enterprise, to determine the restructuring program. Careful investigation is to ensure that the prospectus to investors to provide a comprehensive, true and complete design, but also the basis for the production of declarations, the need to cooperate with the issuer
(Iv) division of labor
Intermediaries through careful investigation of the company to understand the stage, the issuer and the broker will convene all the intermediary agencies to participate in the division of labor. The coordination committee will be held by the broker to discuss the major issues such as the establishment of a joint stock company, an asset restructuring plan, a share capital structure, an audit, an asset appraisal, a land assessment, and a profit forecast. The coordination meeting will be held irregularly according to the progress of the work.
(V) Agencies to carry out their work
According to the work process identified by the coordination meeting, the timetable for the work of the intermediaries is determined. The intermediaries work in accordance with the above timetable, including the preliminary analysis of the preliminary plan, the financial audit, the asset evaluation and the drafting of various legal documents
The state-owned assets management department shall confirm the confirmation of the asset appraisal result and the appraisal scheme of the asset discount scheme, and the land management department shall confirm the result of the land evaluation.
State-owned enterprises related to the assessment of investment assets, state-owned equity disposal program to be confirmed by the relevant state departments.
(Vii) Preparation of documents
After the basic preparatory work of the enterprise is completed, the formal application will be made to the Municipal Reform Office to set up a joint stock limited company, which will include:
The company set up an application;
The competent authority agrees with the company to set up a submissions;
Pre - approval notice of enterprise name;
Company restructuring feasibility study report;
Financial feasibility study report;
Asset evaluation report;
Asset Valuation Confirmation
Land use right assessment report;
Confirmation of state - owned land use right;
Producer Money Proof of capital verification;
Fixed assets project approval;
Three - year financial audit and future performance forecast for the next year.
Issued in full currency, may be exempted from the above-mentioned 8,9,10,11 documents and 14 middle-aged financial audit report.
City, after the reform of the nuclear capital issued by the provincial examination and approval.
(Viii) the founding meeting, the board of directors and the board of supervisors
The provincial body reform of the relevant materials for review and demonstration, if no problem by the provincial government agreed to set up a joint stock company approved the company organized the establishment of the General Assembly, elected board of directors and board of supervisors
The administrative department for industry and commerce approves the establishment of a joint stock company and issues a business license
Within 30 days after the establishment of the General Assembly, the Company shall submit to the Provincial Administration for Industry and Commerce the documents submitted by the provincial government or the central competent department for the establishment of a joint stock company, the articles of association, and the capital verification certificate. Trade and Industry Bureau within 30 days to make a decision to obtain a business license.
(T) the tutoring stage
After obtaining the business license, the joint stock company shall be established according to the relevant provisions of the China Securities Regulatory Commission, the proposed public offering of shares of the limited liability company to the China Securities Regulatory Commission before the issuance of stock applications, must be under the title of the underwriters of securities companies , Counseling period of one year. Counseling mainly includes the following:
The establishment of the joint stock limited company and its previous evolution of the legitimacy, effectiveness;
Co., Ltd. Personnel, finance, assets and supply, production, sales system Independent integrity:
Supervise the relevant laws and regulations of the Company Law, the Securities Law and other relevant laws and regulations on the directors, supervisors, senior management personnel and shareholders (or their legal representative) holding more than 5% (including 5%) shares;
Establish and improve the shareholders' general meeting, board of directors, board of supervisors and other organizations, and to achieve standardized operation;
In accordance with the accounting system of joint - stock companies to establish and improve the company 's financial accounting system;
Establish and improve the company's decision-making system and internal control system to achieve effective operation;
Establish a sound information system that meets the requirements of listed companies;
Regulate the relationship between the joint stock company and the controlling shareholder and other related parties;
Whether the directors, supervisors, senior executives and shareholders holding more than 5% (including 5%) of the shares are subject to compliance.
Within 10 working days before the commencement of the counseling work, the counselor should submit the following materials to the sending agency:
Counseling agency and counselor qualification certificate (copy);
The basic information of the Company to be issued;
The last two years of audited financial reports (balance sheet, income statement, cash flow statement, etc.).
The counseling agreement should clarify the responsibilities and obligations of both parties. The counseling costs are determined by counseling both parties in an open and reasonable manner and are set out in the tutoring agreement. Both parties are not required to guarantee the listing of the company's shares. The counseling program should include the purpose, content, manner, steps, requirements and so on of the counseling program, and the counseling program should be practicable.
Counseling is valid for three years. That is, within three years after the expiry of this counseling, the proposed issuer may apply for the listing of shares on the mountain. If the application is made for more than three years, the counseling agency shall be re-employed in accordance with the procedures and requirements stipulated in the present Measures
Third, the declaration of materials production and reporting stage
(I) the production of declarations
A year after the establishment of a joint stock company, the local authorities issued by the China Securities Regulatory Commission to accept the conditions, you can make a formal declaration materials.
The application materials are produced by the main underwriters and the intermediaries, and then the main underwriters will be aggregated and a letter of recommendation will be issued. Finally, the lead underwriter will complete the kernel and submit the application materials to the CSRC for review.
The audit report of the accounting firm, the assessment report of the assets of the assessment agency, the legal opinion issued by the lawyer will provide legal and professional basis for the contents of the prospectus