Port communicationThe most comprehensive information on the entire process of listing a company in history (dry information! Recommended collection). Companies often encounter various problems during the listing process. I hope there will be an authoritative answer to today’s article.，Here are thirty questions asked by the Shanghai Stock Exchange about corporate listings: How long does it take to go public? How to choose a suitable listing entity、Establish a listing structure? What are the main procedures for stock issuance review? What issues do regulatory authorities focus on during issuance review?
…….these questions，You can find the answer in today’s article—–1.What is the structure of my country's multi-level capital market? 2. How to judge whether the industry is suitable for listing? 3. How long does it take to go on the market? 4. What are the general responsibilities required to go public?
cost
? 5. What institutions may be involved in the listing process? 6. How to choose an intermediary? 7. What are the main differences between IPO and restructuring and listing?
8.What are the main procedures for restructuring and establishing a joint-stock company? 9. How to choose a suitable listing entity、Establish a listing structure? 10. Can equity incentives be provided to employees before going public?，How to design an employee stock ownership platform? 11. What issues should foreign-invested enterprises pay attention to when restructuring and listing? 12. What issues should be paid attention to when reorganizing assets and businesses during the restructuring process? 13. Is it necessary to introduce private equity investment institutions before listing?
14.When a limited liability company is changed as a whole into a joint stock company，How to pay taxes on the conversion of net assets into shares? 15. What are the main procedures for stock issuance review? 16. What are the requirements for initial public offering and listing of stocks?
Main conditions
? 17. What issues do regulatory authorities focus on during issuance review? 18. Regarding the quality of financial information disclosure，What aspects does the issuance review focus on? 19. How to judge competition in the same industry during issuance review?
How should issuers avoid horizontal competition? 20. For related party transactions，What aspects should be focused on during issuance review? 21. How to grasp and judge major illegal activities during issuance review? 22. What are the main IPO processes for companies listed on the New OTC Market? 23. What issues should be paid attention to when companies listed on the New OTC Market IPO? 24. How to choose a suitable listing place? 25.境内外上市有何差异？ 26. Is there division of labor between the Shanghai and Shenzhen Stock Exchanges?
27.Is the price-to-earnings ratio of a company related to the place where it is listed? 28. What are the Shenzhen Stock Exchanges?
Advantages
? 29. What is the market service system of the Shanghai Stock Exchange? 30. What services can the Shanghai Stock Exchange provide for corporate listings? 1What is the current structure of my country’s multi-level capital market?
my country's multi-level capital market is currently mainly composed of the exchange market (Shenzhen Stock Exchange、Shenzhen Stock Exchange)、New OTC Market (National Equities Exchange and Quotations)、Fourth board market (regional equity trading center) and other components，Each market plays its own important role。The existing multi-level capital market can basically meet the financing needs of different types of enterprises at different stages of development.。
my country's multi-level capital market is currently mainly composed of the exchange market (Shenzhen Stock Exchange、Shenzhen Stock Exchange)、New OTC Market (National Equities Exchange and Quotations)、Fourth board market (regional equity trading center) and other components，Each market plays its own important role。The existing multi-level capital market can basically meet the financing needs of different types of enterprises at different stages of development.。
Shanghai and Shenzhen Stock Exchanges as floor trading markets，It is significantly different from the New Third Board market and the Fourth Board market.，The main differences are as follows：2How to judge whether the industry is suitable for listing? The "Administrative Measures for the Initial Public Offering and Listing of Stocks" clearly stipulates，The issuer’s production and operations must comply with the law、Administrative regulations and company articles of association，and comply with national industrial policies。
The following industries (or businesses) will be restricted：(1) Restricted categories in the latest "Guidance Catalog for Industrial Structural Adjustment" issued by the National Development and Reform Commission、Eliminated industries and industries regulated by special national macro policies；(2) Although some industries are not restricted，but the law、Policies that have special restrictions on related businesses will also be restricted.，Such as the ticket operation business of national scenic spots、Newspapers, magazines and other media gathering and editing business、There is confidentiality
Require
Businesses that result in failure to fulfill the minimum standards of information disclosure obligations, etc.。
For special industries，In audit practice, it is usually judged from the following aspects:：(1) Standardization of business model、legality；(2) Reasonableness of the use of raised funds；(3) Maturity of technical standards in the industry；(4) Completeness of the regulatory system of the industry to which it belongs；(5) Market acceptance；(6) To accelerate the transformation of economic growth mode、The driving role of strategic adjustment of economic structure；(7) The degree of compatibility between the listing of the industry and the public interest。
3How long does it take to go public? Normally，It generally takes about 3 years for an enterprise to plan and restructure to complete its issuance and listing.，Mainly includes restructuring and restructuring、Due Diligence and Counseling、Preparation and declaration of application documents、Issuance review、Roadshow inquiry and pricing, issuance and listing, etc.。具体上市流程图如下：If the company has a good foundation in all aspects，Less work to correct，The time required for issuance and listing can be shortened accordingly.。
4What are the general responsibilities required to go public?
cost
? From the actual issuance and listing currently taking place
cost
It depends on the situation，The total cost of domestic issuance and listing in my country is generally 6-8% of the financing amount，Overseas is 8-15%。The specific charging standards for domestic listings are as follows (for reference only)：That's all
cost
Under project，Sponsorship that occupies the main part
cost
、Underwriting
cost
、Accountant
cost
、lawyer
cost
and assessment
cost
Deductible from share issue premium。
in addition，If the local government provides relevant funding to encourage and support the restructuring and listing of enterprises,，Requirements for companies to go public
cost
will also be reduced accordingly。5What institutions may be involved in the listing process? Enterprise restructuring and listing is a systematic project，It requires joint efforts between enterprises and relevant institutions，The main organizations involved are as follows：(1) Intermediary agency：Mainly includes sponsor institutions (securities companies with sponsorship business qualifications)、Accounting firms and law firms。
The sponsor is the most important intermediary agency and the chief architect in the process of corporate restructuring and listing.、General coordinator of each intermediary agency、Chief Editor of Document Production。
Sponsors should strictly perform their statutory duties，Comply with business rules and industry norms，Carefully review the issuer’s application documents and information disclosure materials，Supervise issuers’ standardized operations，Verify professional opinions issued by other intermediaries，Whether the issuer has sustained profitability、Make professional judgments on whether it meets legal issuance conditions，And ensure that the issuer’s application documents, prospectuses and other information disclosure materials are authentic、precise、whole、timely。
Accounting firms with securities qualifications assist companies in improving financial management、Accounting and internal control system，On the financial issues during the restructuring and listing process、Provide professional advice on tax issues，Assist in preparation of application materials，Issue audit reports and capital verification reports, etc.。The law firm is responsible for resolving relevant legal issues in the process of restructuring and listing.，Assist enterprises to prepare various legal documents required for approval，Issue legal opinions and lawyer work reports, etc.。
accounting firm、Law firms and other securities service institutions and personnel，Legal duties must be strictly performed，Comply with industry business standards and codes of practice，Verify the issuer’s relevant business information，Ensure that the relevant professional documents issued are authentic、precise、whole、timely。(2) Securities regulatory agencies：Mainly including the China Securities Regulatory Commission、Local securities regulatory bureaus。
The China Securities Regulatory Commission is mainly responsible for formulating rules for the issuance and listing of stocks domestically.、Implementation details，Review application documents for domestic initial public offerings of stocks and supervise their issuance and listing activities (Tang Yu Enterprise Management-Long Xi)。
The local securities regulatory bureaus are agencies dispatched by the China Securities Regulatory Commission.，Mainly responsible for the guidance and acceptance of corporate restructuring and listing、Investigate and handle cases of violations of laws and regulations within the regulatory scope of the jurisdiction in accordance with the law、Handling securities and futures petition matters、Cooperate with relevant departments to crack down on illegal securities and futures activities in the jurisdiction in accordance with the law and other responsibilities。(3) Local government：Mainly including local governments、Administrative functional departments and local financial offices。
in the process of listing，The main problems that enterprises need to coordinate and solve with local governments and relevant departments include:：① Legality determination of equity formation；②Various certifications and determinations of no major illegal acts；③Land related approvals、Coordination of transfer of state-owned shares, etc.。During the review by the Securities Regulatory Commission，The provincial people's government also needs to issue an opinion on whether to agree to the issuer's issuance of shares.。
Local governments generally conduct centralized management of enterprise listing work through local financial offices and other institutions.，Coordinate and handle issues related to corporate listings，Promote enterprises to submit materials smoothly。in addition，The Shanghai and Shenzhen Stock Exchanges undertake the cultivation of enterprise restructuring and listing、Organize training for board secretaries and independent directors、Listing follow-up supervision and other responsibilities，It also plays an important role in promoting companies to go public.。6How to choose an intermediary?
Companies generally need to hire a sponsor agency、accounting firm、law firm、Asset appraisal agencies and other professional intermediaries to complete the work related to restructuring and listing，Common points to look for when choosing include：(1) Intermediary agency project operation mechanism and emphasis；(2) The professional level and diligence of the project team’s personnel；(3) Communication convenience and cooperation and coordination of the intermediary agency team；(4) The depth and breadth of the intermediary’s network resource platform。
Others such as business ranking、Past project completion rates and charging standards are also factors to consider.。
Sponsors are responsible for verifying professional opinions issued by other intermediaries.，Therefore, it is particularly important to choose a sponsor，The following points should be noted：(1) The operating soundness and asset quality of the sponsor institution；(2) The popularity of the sponsoring institution、Professional level and industry experience；(3) The business operation model of the sponsor (large investment bank model or small team model)；(4) Professional level of the sponsor team、Communication and coordination skills、Professionalism and ethics；(5) The importance the sponsor attaches to the project；Companies should frequently check the sponsor credit supervision information on the China Securities Regulatory Commission website，And make full use of other public information to screen the pros and cons of intermediaries.。
7What are the main differences between IPO and restructuring and listing? In addition to listing through IPO, an initial public offering of stocks, companies can，Listing can also be achieved through restructuring (also known as "backdoor" in the market)。It should be noted that，GEM companies cannot be used as targets for restructuring and listing，Financial venture capital companies are currently not allowed to go public through restructuring。
According to the current "Administrative Measures for Major Asset Restructuring of Listed Companies"，Issuance conditions and review for restructuring and listing
Require
equivalent to an IPO。IPO is relatively reorganized and listed
Advantages
在于股权稀释比例较低、The listing operation process is clear。Reorganization and listing are better than IPO
Advantages
The review period is relatively short。in addition，Reorganization and listing to the reorganizer
Require
The threshold is higher，The reorganizing party must have considerable profitability，To obtain control of a listed company。
The main differences between IPO and restructuring and listing are as follows：8What are the main procedures for restructuring and establishing a joint-stock company? When an enterprise is restructured to establish a joint-stock company, it is necessary to set up a preparatory group，Usually led by the chairman or board secretary，Collection company production、technology、Department heads in finance and other aspects，Be fully responsible for studying and formulating reorganization plans、Hire intermediaries related to restructuring、Convene an intermediary agency coordination meeting、Provide intermediaries
Require
various documents and information。
The specific procedure flow chart for enterprise restructuring and establishment of a joint-stock company is as follows:：9How to choose a suitable listing entity、Establish a listing structure? Appropriate listed entities should meet the issuance conditions stipulated in the "Administrative Measures for the Initial Public Offering and Listing of Stocks"，Mainly includes subject qualifications、A series of regulations on standardizing operations, finance and accounting, etc.。
Enterprises are choosing listing entities、When establishing a listing structure, the following factors should generally be considered:：(1) Subject qualification in practice，The actual controller of a company sometimes operates multiple businesses，If the business entities are not related to each other，Can be listed separately。If there is strong similarity or correlation between the businesses，According to the overall listing
Require
，Enterprises generally need to reorganize and integrate these businesses。
The total assets of the reorganized party at the end of the fiscal year before the reorganization or the total operating income or profits of the previous fiscal year reach or exceed 100% of the corresponding items of the issuer before the reorganization.，The issuer can apply for issuance only after one fiscal year after its reorganization.。also，When choosing a listing entity，It is recommended that the historical evolution be standardized、Clear equity、Outstanding main business、High quality assets、Companies with strong profitability are determined to be listed entities，And use this as the core to build a listing structure。
GEM
Require
Listed entities should operate a business，Issuers on the main board and small and medium-sized boards can operate multiple main businesses.。(2) The selection of independent listing entities should be conducive to eliminating horizontal competition.、Reduce unnecessary related transactions，keep assets、personnel、finance、mechanism、Business independence，and disclosed in the prospectus that it has reached the basic requirements for the company’s independence from issuance supervision.
Require
。
(3) Standardized listed entities should establish and complete shareholders’ meetings、Board of Directors、Supervisory board system，Relevant institutions and personnel can perform their duties in accordance with the law。Listed entities must not have committed any major violations of laws or regulations in the past three years.，issuer's directors、Supervisors and senior managers must meet the appropriate qualifications
Require
。
The property rights of listed entities are clear，No legal barriers exist，Non-operating assets and non-performing assets should be divested during restructuring，Clarify the property rights relationship between assets that have entered the joint-stock company and those that have not entered the joint-stock company，Make the asset structure of joint-stock companies、Equity structure is standardized and reasonable。
(4) Finance
Require
The listed entity should be selected so that its operating performance has continuity and sustained profitability.，Sound internal control standards，Related transaction prices are fair，There is no situation of profit manipulation through related party transactions，No significant debt repayment risk，And meet the financial issuance conditions。10Can equity incentives be provided to employees before going public?，How to design an employee stock ownership platform?
Enterprises improve their corporate governance structure through restructuring，Introduce modern management methods，Enable enterprises to achieve long-term and healthy development，Equity incentives are an effective means to achieve these goals。Enterprises can carry out shareholding reform according to their needs，Coordinate and arrange employee equity incentives。The target scope of equity incentives mainly includes management and business technical backbones.、Three types of employees。through equity incentives，Align the interests of owners and operators，Form a community of interests (Tang Yu Enterprise Management-Long Xi)。
Companies planning to be listed implement employee stock ownership，Generally, natural persons directly hold shares、Indirect shareholding through the establishment of a limited liability company、Three arrangements, including shareholding through partnerships，Different methods have different legal issues that need to be paid attention to.。(1) Direct shareholding by natural persons Direct shareholding by natural persons is one of the more common models at present.，Employees in their own name、Increase capital and share shares through the entity to be listed、Or directly hold the shares or equity of the entity to be listed by transferring the equity of the original shareholder.。
It should be noted that，The entity to be listed is in the limited company stage，The total number of shareholders shall not exceed 50；In the stage of joint stock company，The total number of shareholders shall not exceed 200。(2) Indirect shareholding through the establishment of a limited liability company. It is also common to arrange indirect shareholding by employees through the establishment of a limited liability company.。
The usual approach is for employees to invest in setting up a limited company，By transferring the equity of the original shareholders or increasing the capital of the entity to be listed,，Make the company a shareholder of the entity to be listed。In this mode，Transfer of restricted shares through holding company，All shareholders need to transfer their equity simultaneously。The holding company can make special provisions in its articles of association，Limit and manage employee equity changes more easily、Expand or reduce employee shareholding ratio，without affecting the equity structure of the entity to be listed.。
If the entity to be listed is a Sino-foreign joint venture，This method can also circumvent the restriction that Chinese natural persons cannot directly become shareholders of Sino-foreign joint ventures.。also，Key employees indirectly hold shares through shareholding companies，The number of shareholders of the entity to be listed needs to be calculated through，The number of shareholders cannot exceed 200。(3) A company holding shares in a partnership and planning to be listed can also arrange for employees to hold shares through a newly established partnership.。
Being a shareholder in a partnership can avoid double taxation，But it should be noted that，through partnership，Nor can we circumvent the 200-person limit on the number of shareholders of a listed entity.，and transfer restricted shares through a partnership，All partners can only transfer their equity simultaneously。in practice，The roles and characteristics of different employees in companies planning to be listed，It is possible to implement a coexistence model of direct shareholding by natural persons and indirect shareholding through the establishment of a limited liability company.，overall consideration and arrangement。
11What issues should foreign-invested enterprises pay attention to when restructuring and listing?
Initial public offering of shares by foreign-invested enterprises in China，In addition to the application of the Company Law、Securities Law、In addition to the "Administrative Measures for the Initial Public Offering and Listing of Stocks" and other provisions，Relevant special regulations regulating the restructuring and listing of foreign-invested enterprises must also be applied，Such as the "Interim Provisions on Several Issues Concerning the Establishment of Foreign-Invested Joint Stock Companies"、"Several Opinions on Issues Concerning Foreign Investment in Listed Companies", etc.。
There are currently no legal or policy obstacles for foreign-invested enterprises to be listed domestically.，The general approach is to first establish it through restructuring or overall change to a foreign-invested joint-stock company.，Then apply for listing in China。
1995The "Interim Provisions on Several Issues Concerning the Establishment of Foreign-Invested Joint Stock Companies" issued by the Ministry of Foreign Trade and Economic Cooperation in 2017 clearly stipulates the conditions for foreign-invested enterprises to transform into foreign-invested joint stock companies.，The main terms include：①Initiate the establishment of a foreign-invested joint-stock company，There should be at least two but not more than 200 people as sponsors，More than half of the sponsors must have residence in China，and at least one promoter is a foreign shareholder；②The minimum registered capital is RMB 30 million，Within 90 days from the date of issuance of the joint-stock company establishment approval certificate，The promoters should pay in full the shares subscribed in one go；③ Established Sino-foreign joint ventures、Sino-foreign cooperative enterprises、Foreign-invested enterprises and other foreign-invested enterprises，Must have profit record for the last 3 consecutive years，Only then can you apply to change into a foreign-invested joint-stock company；However, its tax exemption and other preferential period，no more recalculation；④Generally，The Chinese sponsor of a foreign-invested joint-stock company shall not be a natural person；However, if the Chinese natural person was originally a shareholder of a domestic company within the country,，Due to the merger and acquisition of domestic companies by foreign investors, Chinese natural persons become Chinese investors in Sino-foreign joint ventures，The Chinese investor’s shareholder status can be retained。
In 2001, the Ministry of Foreign Trade and Economic Cooperation and the China Securities Regulatory Commission jointly issued the "Several Opinions on Issues Concerning Foreign Investment in Listed Companies"，Clearly stipulates the specific conditions for foreign-invested enterprises to go public and issue stocks.，In addition to complying with the Company Law and other laws、In addition to regulations and relevant provisions of the China Securities Regulatory Commission，The following conditions should also be met：①Have passed the joint annual inspection of foreign-invested enterprises in the three years before applying for listing；②The business scope complies with the "Interim Provisions on Guiding the Direction of Foreign Investment" and the "Guidance Catalog of Industries for Foreign Investment"
Require
；③After listing and issuing shares，The proportion of its foreign-invested shares in the total share capital is not less than 10%；④ According to regulations, it must be controlled by the Chinese party(包括相对控股)Or a foreign-invested joint-stock company with special regulations on the Chinese shareholding ratio，After listing, it should be in accordance with relevant regulations
Require
Continue to maintain China’s controlling position or shareholding ratio；⑤Comply with relevant regulations on the issuance of listed stocks
Require
other conditions。
12What issues should be paid attention to when reorganizing assets and businesses during the restructuring process? In the process of restructuring，The issuer has the same control over the same company、Reorganization of similar or related businesses，Most of them are enterprise groups issuing and listing their main businesses as a whole.、Reduce management costs、Leverage business synergy
Advantages
、提高企业规模经济效应而实施的市场行为。
From a capital market perspective，Issuer before issuance and listing，The same controlling person as the issuer of the same company、Reorganization and integration of similar or related businesses，Helps avoid horizontal competition、Reduce related party transactions、Optimize corporate governance、Ensure standardized operation，To improve the quality of listed companies，Give full play to the function of capital market in optimizing resource allocation，Protect the legitimate rights and interests of investors, especially small and medium-sized investors，Promote the healthy and stable development of capital markets，have a positive effect。
During the reporting period, the issuer has the same controlling shareholder of the same company.、类似或相关业务进行重组的，Attention should be paid to the impact of restructuring on the total assets of the issuer、Impact on operating income or total profit。The issuer should take the following actions based on the impact:
Require
implement：13Is it necessary to introduce private equity investment institutions before going public? Enterprises can reasonably judge whether it is necessary to introduce private equity investment institutions before going public based on their own actual conditions.，But this is not a requirement!
Ways to introduce private equity investment institutions include transferring existing shares and issuing new shares，In current practice, new shares are mainly issued。
The role of introducing private equity investment institutions mainly includes the following three aspects:：(1) Raise a certain amount of funds，Solve the financial needs of enterprises；(2) For high concentration of equity、Enterprises with unreasonable shareholding structures，Shareholding structure can be optimized，Improve corporate governance levels；(3) Private equity investment institutions can bring different levels of value-added services to enterprises in different aspects.，For example：Industrial investors can supply raw materials to enterprises、Bring convenience to product sales and other aspects；Financial investors can be helpful in capital operations of enterprises。
If a company decides to introduce private equity investment institutions，It is recommended to pay attention to the following three points：(1) If the investors introduced are upstream and downstream industrial investors in the industry in which the enterprise is located，And the shareholding ratio exceeds 5%，and have transactions with the company，Related party transactions need to be verified and fully disclosed；(2) If financial investors are introduced，Enterprises should have a reasonable positioning and valuation of themselves，Avoid signing a gambling agreement；(3) Reasonable and prudent investigations must be conducted on the private equity investment institutions to be introduced.，Avoid being fooled by exaggerations。
14When a limited liability company is changed as a whole into a joint stock company，How to pay taxes on the conversion of net assets into shares?
When a limited liability company is changed as a whole into a joint stock company，Capital reserves other than registered capital、Conversion of surplus reserves and undistributed profits into share capital，Differentiate taxes according to the following different situations:：(1) Personal income tax issues are subject to the provisions of the "Notice of the State Administration of Taxation on the Exemption of Personal Income Tax on the Conversion of Share Capital and the Distribution of Bonus Shares by Joint-stock Enterprises" (Guo Shui Fa [1997] No. 198)，The use of surplus reserve funds by a joint-stock enterprise to distribute bonus shares is considered a dividend、Distribution of dividends，The amount of bonus shares received by an individual，应作为个人所得征税；The conversion of capital reserve funds into share capital by a joint-stock enterprise is not considered a dividend、Distribution of dividends，The amount of capital transferred to an individual，Not as personal income，No personal income tax。
When a limited liability company is changed as a whole into a joint stock company，Capital reserves other than registered capital、Conversion of surplus reserves and undistributed profits into share capital，Differentiate taxes according to the following different situations:：The above-mentioned "capital reserve fund" refers to the capital reserve fund formed by the income from the premium issuance of shares of joint-stock enterprises.。The amount obtained by individuals by converting this capital into share capital will not be subject to personal income tax as taxable income.。
Other capital reserve funds that are inconsistent with this are allocated to personal income.，Personal income tax should be levied in accordance with the law。(Guo Shui Han [1998] No. 289) Because there is currently no regulation clarifying whether a limited liability company is a joint-stock enterprise，In practice, it is generally implemented with reference to。(2) Corporate income tax issues A limited liability company uses capital reserves to、Conversion of surplus reserves and undistributed profits into share capital，When the legal person shareholder is a resident enterprise，No need to pay corporate income tax。
"Notice of the State Administration of Taxation on Several Tax Issues Concerning the Implementation of the Enterprise Income Tax Law" (State Taxation Letter[2010]79No.) Article 4，The invested enterprise converts the capital reserve formed by the equity (ticket) premium into equity capital，Dividends from companies that are not investors、dividend income，The investor enterprise is also not allowed to increase the tax basis of the long-term investment.。15What are the main procedures for stock issuance review?
According to the provisions of my country’s Securities Law，Currently, stock issuance is subject to an approval system。The issuer's public offering of shares must comply with the law、Conditions stipulated in administrative regulations，and report it to the China Securities Regulatory Commission for approval in accordance with the law.，No public offering is allowed without legal approval。The issuer shall hire a securities company with sponsor qualifications to serve as the sponsor.。China Securities Regulatory Commission establishes issuance review committee，Review stock issuance applications in accordance with the law。
Administer according to law、Open and transparent、collective decision making、division of labor and checks and balances
Require
，The review process for initial public offerings of stocks is divided into acceptance and pre-disclosure、Preliminary review by the issuing department、Review by the issuance review committee、seal、Approval of issuance and other major aspects，They are respectively responsible for different divisions of the Issuance Supervision Department of the China Securities Regulatory Commission.，Cooperate with each other、mutual restraint。The review decision for each issuer is made through collective discussion at meetings.，Avoid personal decisions。
The main process details are as follows：The above table only briefly summarizes the stock issuance review work process.，For specific detailed procedures, please refer to the "Initial Public Offering Review Workflow of the Issuance Supervision Department of the China Securities Regulatory Commission" published by the China Securities Regulatory Commission.。16What are the requirements for initial public offering and listing of stocks?
Main conditions
？
What an enterprise should have when it issues shares to the public for the first time and goes public
Main conditions
as follows：The above table is only for enterprises on the main board、Small and medium board、Requirements for initial public offering and listing of stocks on GEM
Main conditions
A brief difference comparison was made，For specific conditions, please refer to the "Administrative Measures for the Initial Public Offering of Stocks and Listing" and the "Administrative Measures for the Initial Public Offering and Listing of Stocks on the GEM" issued by the China Securities Regulatory Commission.。17What issues do regulatory authorities focus on during issuance review?
Based on the feedback published by the Issuance Supervision Department of the China Securities Regulatory Commission in recent years and the main questions asked by the Issuance Review Committee，In issuance review, regulatory authorities mainly focus on finance、law、信息披露等方面的问题，Details are as follows：(1) Financial issues focus on the quality of financial information disclosure，Including whether the financial situation is normal、Is the internal control system perfect?、Is the accounting treatment compliant?、Whether there are any significant adverse changes in sustained profitability, etc.；(2) Legal issues mainly include whether there is horizontal competition and unfair related-party transactions.、Whether there are any major illegal acts in production and operation、Whether the equity is clear and whether there are any ownership disputes、Are there any significant changes in directors and senior management?、Whether the actual controller has changed、Social insurance and housing provident fund payment status, etc.；(3) In terms of information disclosure, we mainly focus on whether there are false records in prospectuses and other application documents.、Misleading statements or material omissions，For example, whether the quoted data is authoritative、objective，business model、Is the competitive position and other disclosures clear?，Are there any inconsistencies in the application documents?，Whether the content of the application documents is consistent with what the issuer stated at the issuance review committee meeting, etc.。
18Targeting the quality of financial information disclosure，What aspects does the issuance review focus on? Financial information is the basis for preparing the prospectus，It is also an important part of the China Securities Regulatory Commission’s review of issuers and spot checks on the quality of information disclosure.。
According to the China Securities Regulatory Commission’s “Opinions on Issues Concerning Further Improving the Quality of Financial Information Disclosure of Companies with Initial Public Offerings of Stocks” (China Securities Regulatory Commission Announcement[2012]14No.) and the "Guidelines on the Disclosure of Information Related to Profitability in the Prospectuses of Initial Public Offerings of Stocks and Listed Companies" (China Securities Regulatory Commission Announcement[2013]46number) and other related
Require
，Regulatory authorities focus on reviewing the quality of issuers’ financial information disclosures
Require
Issuer and sponsor、Accounting firms should do the following:：(1) Issuers should establish and improve internal control systems for financial reporting，Standardize the financial accounting system，Reasonably ensure the reliability of financial reports、Legality of production and operation、Operational efficiency and effectiveness；Sponsor、Accounting firms should pay attention to the authenticity of sales clients，Whether the issuer and the controlling shareholder or actual controller occupy funds from each other、Using employee accounts or other personal accounts to make payments for goods or other transactions related to company business, etc.；(2) Issuer and sponsor、Accounting firms should ensure that financial information disclosure is true、precise、Completely reflect the company's operating conditions。
The issuer should describe its business operations in the relevant sections of the prospectus.、financial situation、Full disclosure of industry trends and market competition, etc.，And ensure that financial information disclosure and non-financial information disclosure are interconnected.；(3) Issuer and sponsor、Accounting firms should strictly follow the Accounting Standards for Business Enterprises、"Listing
Company information
Related party identification shall be carried out in accordance with the relevant provisions of the Disclosure Management Measures and relevant business rules promulgated by the stock exchange.，Full disclosure of related party relationships and transactions；(4) The issuer should consider the actual operating conditions、Relevant transaction contract terms and relevant provisions of the Accounting Standards for Business Enterprises formulate and disclose specific revenue recognition principles.，and based on the actual situation of economic transactions，cautious、Properly perform revenue recognition；Sponsor、Accounting firms should pay attention to the authenticity of revenue recognition、Compliance and plausibility of gross margin analysis；(5) The issuer should improve the inventory counting system，Perform inventory counts at the end of the accounting period，and keep a written record of the inventory count results；Sponsor、Accounting firms should pay attention to the authenticity of inventories and the adequacy of provision for inventory devaluation.；(6) Issuer and sponsor、Accounting firms should pay attention to the adverse impact of cash receipts and payments transactions on the issuer’s accounting basis；(7) Sponsors and accounting firms should verify the authenticity and accuracy of the issuer’s income、cost vs.
cost
accuracy and completeness，Pay attention to the issuer’s profit growth and abnormal transactions during the reporting period、Compliance with the accounting treatment of government subsidies and tax incentives and whether changes in accounting policies and accounting estimates affect profits、Whether there are artificial changes in normal business activities to whitewash performance, etc.。
19How to judge competition in the same industry during issuance review? How should issuers avoid horizontal competition? Horizontal competition generally refers to issuers and controlling shareholders、The actual controller and other enterprises controlled by him are engaged in the same、Similar business situations，The two parties constitute or may constitute a direct or indirect competitive relationship。
Although the "Administrative Measures for the Initial Public Offering and Listing of Stocks" changed the independence requirement to information disclosure
Require
，但审核实践中
Require
Issuer and controlling shareholder、There must be no horizontal competition between the actual controller and other companies it controls.。
Whether there is horizontal competition，The issuance review is mainly based on the essence of the same business or similar businesses.，Follow the principle of "substance over form"，From the nature of business、Business customer object、Substitutability of products or services、Judgment of market differences and other aspects，and fully consider the objective impact on the company and its promoter shareholders，不局限于简单从经营范围上做出判断。
In principle，divided by region、Product structure、It is not acceptable to use different sales targets as a reason to determine that there is no horizontal competition.。
If it constitutes horizontal competition，In addition to the written commitment made by the controlling shareholder and actual controller not to engage in horizontal competition in the future,，The issuer should take (including but not limited to) the following measures to resolve the issue before submitting an application for issuance and listing.：(1) Acquisition of competitive businesses owned by competitors，Or merge with competitors；(2) Competitors invest competitive business into the enterprise as capital contribution，Obtain shares in the business；(3) Competitors transfer competitive business to unrelated third parties；(4) The issuer gives up its business that competes with competitors。
in addition，Review in practice
Require
Issuers are not allowed to use raised funds to resolve horizontal competition issues。20For related party transactions，What aspects should be focused on during issuance review?
"Measures for the Administration of Initial Public Offerings and Listing of Stocks" stipulates，Issuers should fully disclose related party relationships and properly disclose related party transactions based on the principle of materiality.，Related party transaction prices should be fair，There is no situation of profit manipulation through related party transactions；The issuer's operating income or net profit in the most recent fiscal year must not be significantly dependent on related parties.。
For related party transactions，During the issuance review, focus on the following aspects:：(1) Whether the identification of related parties complies with regulations，Whether the disclosure is complete and whether there is any concealment of related parties?。
Pay attention to whether according to the "Company Law"、"Accounting Standards for Business Enterprises"、"Listing
Company information
"Disclosure Management Measures" and relevant business rules promulgated by stock exchanges are accurate.、Full disclosure of related parties and relationships；The definition of related relationship mainly focuses on whether it may lead to the transfer of the issuer's interests.，not limited to whether there is an equity relationship、Personnel relations、manage relationships、Business interests, etc.。
(2) Necessity of related transactions、fairness of pricing、Decision-making process compliance。
For recurring related transactions，Pay attention to the content of related party transactions、性质和价格公允性，For those involving production, supply and marketing、Intellectual property rights such as trademarks and patents、Related transactions closely related to the issuer’s production and operations, such as production and business premises，Focus on examining the integrity of its assets and the issuer’s ability to operate independently in the market；For occasional related party transactions，Attention should be paid to the reasons for its occurrence、Is the price fair?、Impact on current operating results。
Pay attention to whether the decision-making process of related party transactions is consistent with the company's articles of association，Whether related shareholders or directors abstain from reviewing relevant transactions，Whether independent directors and supervisory board members express different opinions, etc.。(3) Whether there is disassociation of the association relationship。Pay attention to the cancellation and non-relatedness of related parties during the issuer’s reporting period；Subsequent transactions between the issuer and the above-mentioned original related parties after non-relatedness、Related assets after non-linkage、The whereabouts of personnel, etc.。
(4) Whether the measures proposed by the issuer to reduce related transactions are effective、feasible。21How to grasp and judge major illegal activities during issuance review?
The "Administrative Measures for the Initial Public Offering and Listing of Stocks" stipulates that the issuer shall not have the following circumstances:：(1) Without approval by statutory authorities within the last 36 months，Publicly issued securities without authorization or in disguised form；or although the relevant illegal conduct occurred 36 months ago，But it is still ongoing；(2) Violation of industrial and commercial violations within the last 36 months、tax、land、Environmental friendly、Customs and other laws、Administrative regulations，subject to administrative penalties，and the circumstances are serious；(3) An issuance application has been submitted to the China Securities Regulatory Commission within the last 36 months，However, the issuance application documents submitted contained false records.、Misleading statements or material omissions；Or do not meet the issuance conditions and use deceptive means to obtain issuance approval.；or use improper means to interfere with the review work of the China Securities Regulatory Commission and its Issuance Review Committee；or fake、Change the issuer or its directors、supervisor、Signature of senior management、stamp；(4) The issuance application documents submitted this time contain false records、Misleading statements or material omissions；(5) Suspected of committing a crime and being investigated by judicial authorities，There is no clear conclusion yet；（6）严重损害投资者合法权益和社会公共利益的其他情形。
In fact, the above provisions
Require
The issuer shall not commit any major illegal acts during the reporting period。The so-called major illegal acts refer to violations of national laws、Administrative regulations，Conduct that is subject to criminal or administrative penalties and the circumstances are serious。In principle，Anyone who is given an administrative penalty of more than a fine by the administrative penalty-implementing agency，are regarded as serious illegal acts。However, the administrative penalty enforcement agency determines that the behavior does not constitute a major illegal act in accordance with the law.，Except for those who can make reasonable explanations in accordance with the law。
这里的行政处罚主要是指财政、tax、audit、customs、Implemented by industrial and commercial departments，Administrative penalty decisions involving the issuer’s business activities。被其他有权部门实施行政处罚的行为，Involves clear breach of integrity，Have a significant impact on the issuer，Also in this column。
Starting point for major illegal acts，The penalty for illegal acts of legal persons shall be calculated from the date of occurrence.，The illegal conduct has a continuous or continuing state，Calculated from the date the act ends；The natural person who is punished shall be calculated from the date when the administrative penalty decision is made.。22What are the main procedures for the IPO of companies listed on the New OTC Market?
At present, many companies listed on the New OTC Market have successfully landed on the stock exchange market through IPO.，There are also many listed companies that are actively preparing to transfer from the New Third Board to the stock exchange market.。Before the direct transfer mechanism was launched,，Enterprises listed on the New OTC Market have landed on the stock exchange market，It also needs to comply with the review process for initial public offerings and listings.。
新三板挂牌企业IPO流程主要包括：(1) Decision-making on IPO within the company，The board of directors and the general meeting of shareholders must make timely announcements after voting and passing relevant resolutions.；(2) After submitting the application materials to the China Securities Regulatory Commission and obtaining the application acceptance notice，The company should apply to suspend transfers on the New Third Board；(3) After obtaining the issuance approval from the China Securities Regulatory Commission，Should announce and apply for termination of listing on the New Third Board。
The specific process of IPO of companies listed on the New OTC Market is as follows:：23What issues should be paid attention to when IPO of companies listed on the New OTC Market?
The special issues that need to be paid attention to in the IPO of companies listed on the New Third Board include:：(1) The market maker is a state-controlled securities company，It should be based on the "Notice of the Ministry of Finance, State-owned Assets Supervision and Administration Commission, China Securities Regulatory Commission and Social Security Foundation on Issuing the "Implementation Measures for Transferring Partial State-owned Shares in the Domestic Securities Market to Replenish the National Social Security Fund" (Caiqi [2009] No. 94)，Transfer 10% of the state-owned shares actually issued in the initial public offering to be held by the Social Security Foundation，The number of shares held by state-owned shareholders is less than the number of shares that should be transferred，Transfer shares based on actual number of shares held。
(2) For trust plans、Shareholding platforms such as contractual funds and asset management plans are shareholders of companies to be listed，During the IPO review process，Equity changes may occur due to expiration of the duration，Affect equity stability。Therefore, when companies planning to be listed introduce such platform shareholders, they should make prudent decisions based on the clarity and stability of the equity.。
(3) New OTC companies with more than 200 shareholders will be，If the number of shareholders exceeds 200 through public transfer，并不违反相关禁止性规定，You can apply for IPO directly；If the number of shareholders exceeds 200 through non-public issuance，According to the "Measures for the Supervision and Administration of Unlisted Public Companies"，Before conducting a non-public offering, approval from the China Securities Regulatory Commission must first be obtained，Its compliance has been reviewed at the time of the private offering，You can apply for IPO directly。
24How to choose a suitable listing place? Choose the right listing location，This is a very critical issue for companies planning to go public.，Because this is related to both the time and cost of listing，It also determines the benefits of listing and the sustainable development of the company.,The board of directors needs to make prudent decisions。The core of choosing a listing place is not simply choosing an exchange，Instead, choose the company’s shareholders and market，Only in this way can the development of enterprises and the development of capital markets complement each other.。
Enterprises choose listing place，Generally, the following factors should be considered comprehensively：(1) Financing ability of the primary market、Secondary market liquidity、Follow-up financing ability；(2) Valuation levels in different markets (mainly domestic and foreign markets)；(3) Whether the proposed listing location is compatible with the company’s industry status and positioning；(4) Whether the proposed listing place is where the company’s main business and core customers are located，Local investors’ recognition of the company；(5) Listing costs (including initial listing costs and subsequent maintenance costs)、time to market；(6) The geographical location of the proposed listing location (travel time and cost)、cultural background、Listing standards, etc.；(7) Regulatory costs and regulatory environment after the company is listed。
25What are the differences between domestic and overseas listings? Enterprises choose to list domestically or overseas，It should be determined according to the specific circumstances of each。Generally speaking，The main differences between companies listing domestically or overseas are as follows:：26Is there division of labor between the Shanghai and Shenzhen Stock Exchanges? at present，Companies applying for IPO can choose to list on the Shenzhen Stock Exchange or the Shenzhen Stock Exchange.，Not limited by the size of the company。
2014March 27，The China Securities Regulatory Commission has clarified for the first time that “IPO companies can，Choose your listing place independently between the Shanghai and Shenzhen markets，Not linked to the number of publicly issued shares of the company。The review department of the China Securities Regulatory Commission will carry out IPO review work in accordance with the balanced principles of the Shanghai and Shenzhen Stock Exchanges."。
2014April 4，The China Securities Regulatory Commission further clarified，“In order to give full play to Shanghai’s、深两家交易所的服务功能，The China Securities Regulatory Commission will arrange Shanghai in a balanced manner、Principles of the number of first-time entrepreneurs on the Shenzhen Stock Exchange，Combined with the completeness of the company’s application materials，For enterprises that are qualified to enter the follow-up review process, the review process will be arranged in order of acceptance."。
According to the "Administrative Measures for the Initial Public Offering and Listing of Stocks"，The main board (small and medium-sized board)’s assessment of net profit and share capital size
Require
The net profit in the past three years has been positive and the cumulative amount has exceeded 30 million yuan.，Post-issuance share capital ≥ 50 million shares(Normally，Pre-issuance share capital ≥ 37.5 million shares，Publicly issued shares ≥ 12.5 million shares)。
Allowing companies to independently choose the place of listing is a reflection of respecting the company's independent choice of place of listing.，Comply with the principles of marketization and legalization，It is conducive to the Shanghai and Shenzhen Stock Exchanges to improve service efficiency and capabilities.。at present，As the market further stabilizes，The balanced issuance of Shanghai and Shenzhen has been well implemented，The number of companies passing the Shanghai and Shenzhen exchanges is roughly the same，The number of issuers is also roughly the same。therefore，The principle of balanced issuance between Shanghai and Shenzhen is clear，The market is predictable。
27Is the price-to-earnings ratio of a company related to the place where it is listed? As far as the domestic market is concerned，There is no correlation between corporate price-earnings ratio and the place of listing。Factors that affect the price-to-earnings ratio of a company include：(1) Investor group。The investor group is an important factor affecting the price-earnings ratio of a company，The structure of the investor group and the preferences of the investor group will affect the price-to-earnings ratio of the company.；(2) Trading system。
The trading system affects the liquidity of stocks，Generally speaking，under the same conditions，The better the liquidity，The higher the stock price-earnings ratio；(3) The quality of the enterprise itself。The prosperity of the company’s industry、Corporate governance level、Profitability、Factors such as dividend policy will also affect the price-to-earnings ratio of a company.。
motherboard、The SME Board and GEM have the same investor groups and trading systems，Therefore, the price-to-earnings ratio of a company is mainly determined by the quality of the company itself.，Regardless of the place of listing。If you compare companies of similar size in the same industry，It can be found that whether it is listed on the main board or listed on the small and medium-sized board or GEM，There is no significant difference in price-to-earnings ratios。in addition，A company's P/E ratio does not depend on the average P/E ratio of its sector.。
This is because the average P/E ratio of a sector refers to the weighted average P/E ratio of all listed companies in the sector.，Different sectors will have different price-to-earnings ratios because listed companies are different。In other words, it is not the average P/E ratio of the sector that affects the P/E ratio of the company.，Rather, the company’s price-to-earnings ratio affects the average price-to-earnings ratio of its sector.。28What are the Shenzhen Stock Exchanges?
Advantages
？
After more than 20 years of rapid development，The Shanghai Stock Exchange has developed into a stock-owning、bond、fund、Derivatives, the four major categories of securities trading varieties、A stock exchange with a complete market structure。The Shanghai Stock Exchange is relying on its location
Advantages
、brand
Advantages
、balanced development
Advantages
、internationalization
Advantages
Continuously improve its core competitiveness。(1) "Location"
Advantages
。
Shenzhen is located in the Yangtze River Delta region, which has the most dynamic economic development in China.，Have developed factor markets，Complete financial ecosystem，High-end international talents。以深圳为龙头的长三角“交通圈”便捷高效；The Yangtze River Delta "economic circle" is prosperous and active，Regional economy radiates across the country。The unique geography of Shanghai Stock Exchange
Advantages
，Make the Shanghai Stock Exchange market a key factor in China’s economic growth、An important booster of structural transformation，"Gathering effect" provides the most dynamic stage for enterprises。
(2) "Brand"
Advantages
。Shanghai Stock Exchange's multi-tiered blue-chip stock market develops rapidly，Wide influence，Not only attracting more and more domestic and foreign (QFII) institutional investors，It also brings together many high-quality enterprises that represent the development direction of the national economy.。The Shanghai Composite Index is a barometer of China’s national economy，The central government and all sectors of society pay close attention to。The Shanghai Stock Exchange's multi-level blue-chip stock market can bring excess brand premiums to enterprises，"A good match" with high-quality enterprises。
(3) “Balanced Development”
Advantages
。Shanghai Stock Exchange actively promotes financial product innovation，Improve product mix，Optimize trading mechanism，Reduce transaction costs，Improve transaction efficiency，Realized the shift from stock-based traditional exchanges to stocks、bond、fund、衍生品均衡发展的综合交易所转型。
The Shanghai Stock Exchange is also the first domestic cross-spot、futures exchange，Better leverage on securities pricing、risk management、Asset allocation、Liquidity Center Functions，Improving the depth and attractiveness of the multi-tiered blue-chip market，Serving the construction of Shenzhen International Financial Center，Provide more opportunities for corporate financing。(4) "Internationalization"
Advantages
。
With the Shanghai-Hong Kong Stock Connect、Smooth launch of China Europe International Exchange，and free trade zone platform、Projects such as Shanghai-London Stock Connect are launched one after another，The Shanghai Stock Exchange has become a leader in the internationalization of the domestic securities market.，Its influence on global capital markets has also become increasingly prominent.。With the increasing international influence of the Shanghai Stock Exchange,，The Shanghai Stock Exchange will provide enterprises with more opportunities to connect with the international capital market，Give the company a higher international reputation。29What is the market service system of the Shanghai Stock Exchange?
Market services are one of the basic functions of exchanges，Shanghai Stock Exchange deeply implements the comprehensive service concept，Adhere to the market service system of "functional departments taking the lead and corresponding departments"，Thereby ensuring the sustainability of market services with the stability of the "department"，"Functional departments take the lead" to ensure the professionalism of market services，Ensure the comprehensiveness of market services with "comprehensive services"。The market service system of the Shanghai Stock Exchange includes three aspects:：(1) Basic services。
Each province in the country has corresponding SSE leaders and department counterparts.。The Shanghai Stock Exchange is building a nationwide service platform through basic services，Give full play to the role of windows，Support local economic development。(2) Professional services。Issuance and listing center within the Exchange、Bond business centers perform their respective duties，Give full play to the expertise of functional departments
Advantages
，Integrate resources inside and outside the institute，Carry out in-depth front-line market service work。（３）综合服务。
Covering companies planning to be listed、listed company、member companies、Professional investment institution、Individual investors and relevant local government departments、Regulatory agencies and other objects，Covers the stock market、bond market、market innovation、技术与信息服务、supervision、Service system for investor education and other content。Comprehensive services adopt “point-to-face combination”、Various forms of combining "going out" and "inviting in"。30What services can the Shanghai Stock Exchange provide for corporate listings?
The Shanghai Stock Exchange has always adhered to the service concept of “creating value for market participants”，Continuously improve service levels、Strengthen service quality。The Shanghai Stock Exchange not only has a professional market service team，A dedicated functional department - the Issuance and Listing Department - has been set up to provide services to companies planning to be listed.。At various stages of corporate restructuring and listing，The services that the Shanghai Stock Exchange can provide to enterprises include：（1）咨询服务。
Visit companies，Intensify research，Comprehensive utilization of market centers
Advantages
，Establish the company to be listed and the approval department、An effective communication platform for intermediaries，and form synergy with it，Provide multi-faceted diagnosis for enterprise restructuring and listing、Consulting services。(2) Training services。Carefully set up diversification、Multi-level courses，Fully mobilize resources inside and outside the institute，Provide professional and comprehensive training services for companies planning to be listed，Fully meet the relevant training needs of companies planning to be listed。
(3) Listing services。Provide enterprises with a full range of、Personalized listing service，Tailor-made launch ceremony，through media、"Shanghai Stock Exchange Enterprise Listing Service" WeChat subscription account and other methods to promote enterprises，Enhance corporate visibility and influence。
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