First, the company's main qualifications
From the organizational form of the company, the company is divided into limited liability company and joint stock limited company. Only joint stock companies have the basic conditions for listing. Therefore, if a limited liability company wants to go public, the first thing to do is to transform the limited liability company into a joint stock limited company. A limited liability company cannot be listed unless it is transformed into a joint stock limited company.
1. Judging from the company's operating conditions,
(1) has strict requirements on the operating period of the company, and the company must continue to operate for more than 3 years. The term of operation of a joint stock limited company established by restructuring a limited liability company can be calculated continuously.
(2) The company's production and business scope shall be legal and compliant, in line with the national industrial policy.
(3) There have been no major changes in the company's main business, directors and senior management personnel in the last three years.
2. From the establishment of the company.
The capital contribution made by the shareholders of the company is in place on time, and there is no false capital contribution. If the promoters or shareholders make contributions in kind, they shall go through the formalities of property ownership transfer, that is, the capital contribution has been transferred from the name of the investor to the name of the company. The company's equity is clear and there is no ownership dispute.
Judging from the company's shipping costs.
The company registration shows that the registered capital is not less than 3000 yuan.
Ten thousand yuan, the company's publicly issued shares reached more than 25% of the company's total shares; If the company's total share capital exceeds 400 million yuan, the proportion of publicly issued shares exceeds 10%.
Second, the independence of the company.
The independence of a company mainly examines whether the company is illegally controlled by a major shareholder or actual controller, and whether it infringes on the legitimate rights and interests of minority shareholders. As far as independence is concerned, the company shall meet the following conditions:
(1) The company should have its own assets suitable for its production and operation.
(2) The personnel of the company are independent, and the general manager, deputy general manager, chief financial officer, secretary of the board of directors and other senior management personnel of the company are not employed in the controlling shareholder company; A company should have its own employees.
(3) The company is financially independent. The company should have its own financial system, be able to make financial decisions independently, have its own independent bank account, and there is no sharing of bank accounts with the controlling shareholder.
(4) the company's business is independent. There is no improper related party transaction between the company and the controlling shareholder or actual controller, and the company's business does not depend on the controlling shareholder or actual controller.
Third, the standardized operation of the company.
The company has established decision-making bodies such as the shareholders' meeting, the board of directors and the board of supervisors according to law, and formulated the rules of procedure for the shareholders' meeting, the board of directors and the board of supervisors. The company can operate according to the system norms. The company's directors, supervisors and senior managers have not been subjected to major administrative or criminal penalties. In the last 36 months before listing, the company itself was not punished by the departments of industry and commerce, taxation, environmental protection, etc., nor was it placed on file for investigation on suspicion of criminal offences, nor did it issue securities without the approval of the statutory authorities. The articles of association clearly stipulate who will approve the external guarantee and the specific approval procedures. The company has a strict fund management system, and the funds cannot be occupied by the controlling shareholder, actual controller and other enterprises controlled by them by borrowing, paying off debts, paying in advance or other means.
Four. Finance and accounting of the company
1. From a financial point of view
For listed companies, first of all, the company's performance is required to be good, that is, the company's assets are good, the asset-liability ratio is reasonable, and the cash flow is normal; The company has no circumstances that affect its sustainable profitability; The company shall pay taxes according to law. Specifically, the company shall meet the following conditions:
(1) The net profit in the last three fiscal years was positive and accumulated more than 30 million yuan. The net profit has been deducted from non-recurring gains and losses, and the lower before and after is the calculation basis;
(2) The accumulated net cash flow generated by business activities in the last three fiscal years has exceeded RMB 50 million; Or the accumulated operating income in the last three fiscal years exceeds 300 million yuan;
(3) The total share capital before issuance is not less than 30 million yuan;
(4) the proportion of intangible assets (after deducting land use rights, breeding rights and mining rights, etc.). ) Not higher than 20% of the net assets at the end of the latest period;
(5) There is no uncompensated loss at the end of the recent period.
2. From the accounting point of view
The company shall establish a standardized accounting system, and the financial statements shall be based on real transactions, and shall not tamper with the financial statements, nor manipulate, forge or tamper with the accounting records or related vouchers on which the financial statements are based.
The use of verbs (abbreviation of verb) to raise funds
The main purpose of listing is to raise funds to invest in the company's development projects. After raising funds, the company should use them in strict accordance with the pre-set purposes. Therefore, when examining whether a company is qualified for listing, the use of funds raised by the company is also a very important assessment standard.
(1) The company shall prepare the feasibility study report of the investment project with raised funds, and explain the construction situation and development prospect of the proposed investment project;
(2) The purpose of the funds raised by the company should have a clear direction of use, and in principle, it should be used in the company's main business;
(3) The investment projects with raised funds conform to the provisions of national industrial policies, investment management, environmental protection, land management and other laws, regulations and rules. At the same time, the company should establish a special storage system for raised funds, and the raised funds should be deposited in a special account decided by the board of directors.