Requirements for reorganization and listing of enterprises
First, the main qualification requirements for the reorganization of listed companies
1. The issuer shall be a legally established and legally existing joint stock limited company.
2. The issuer's registered capital has been paid in full, and the procedures for the transfer of property rights of assets contributed by promoters or shareholders have been completed, and there is no major ownership dispute over the issuer's main assets.
3. The production and operation of the issuer comply with the provisions of laws, administrative regulations and the articles of association, and conform to the national industrial policy.
4. The issuer's main business, directors and senior management personnel have not changed significantly in the last three years, and/Time Learning Network/Collection/actual controller has not changed.
5. The issuer's equity is clear, and there is no major ownership dispute between the controlling shareholder and its controlling shareholder and the actual controller.
Second, the issuer's business norms
1. The directors, supervisors and senior managers of the issuer meet the qualifications as prescribed by laws, administrative regulations and rules, and there are no following circumstances:
(a) the measures taken by the China Securities Regulatory Commission to prohibit entry into the securities market are still in the period of prohibition;
(2) Being punished by the China Securities Regulatory Commission in the last 36 months, or being publicly condemned by the stock exchange in the last 12 months;
③ No clear conclusion has yet been drawn from the investigation by judicial organs for suspected crimes or by China Securities Regulatory Commission for suspected violations of laws and regulations.
2. The issuer does not have the following circumstances:
(1) Public issuance of securities within the last 36 months without the approval of a statutory body. Or the illegal act occurred 36 months ago, but it is still in a continuous state.
(2) Violating laws and administrative regulations on industry and commerce, taxation, land, environmental protection, customs, etc. in the last 36 months, and being subjected to administrative punishment, if the circumstances are serious.
(3) Apply to the China Securities Regulatory Commission for issuance in the last 36 months, but the application documents submitted for issuance contain false records, misleading statements or major omissions; Or does not meet the conditions for issuance, and defrauds the issuance approval by deception; Or improperly interfere with the audit work of the China Securities Regulatory Commission and its issuance audit committee; Or forge or alter the signatures and seals of the issuer or its directors, supervisors and senior managers.
(4) The submitted application documents for issuance contain false records, misleading statements or major omissions.
⑤ The suspected crime has been put on file for investigation by judicial organs, and there is no clear conclusion yet.
6. Other circumstances that seriously damage the legitimate rights and interests of investors and the interests of the public.
Third, a sound financial accounting system.
1. The issuer meets the following conditions:
① The net profit in the last three fiscal years was positive and accumulated more than 30 million yuan. /Time Learning Network/Collection/net profit is calculated according to the lower before and after deducting non-recurring gains and losses;
(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) After deducting land use rights, breeding rights and mining rights, intangible assets account for no more than 20% of the net assets at the end of the recent period;
⑤ There is no uncompensated loss at the end of the recent period.
2. The issuer's application document does not exist in any of the following circumstances:
① Deliberately omitting or fabricating transactions, matters or other important information;
(2) Abuse of accounting policies or accounting estimates;
(3) tampering, forging or tampering with the accounting records or relevant vouchers on which the financial statements are based.
3. The issuer does not have the following circumstances that affect its sustainable profitability:
① The issuer's business model and product or service variety structure have undergone or will undergo major changes, which have a significant adverse impact on the issuer's sustainable profitability;
(2) Significant changes have taken place or will take place in the industry status or business environment of the issuer,/Time Learning Network/Collection/and have a significant adverse impact on the issuer's sustainable profitability;
③ The issuer's operating income or net profit in the latest 1 fiscal year is heavily dependent on related parties or customers with significant uncertainties;
④ The issuer's net profit in the latest 1 fiscal year mainly comes from the investment income outside the scope of consolidated financial statements;
(5) The acquisition or use of important assets or technologies, such as trademarks, patents, proprietary technologies and franchise rights, which are being used by the issuer is at risk of major adverse changes;
6. Other circumstances that may have a significant adverse impact on the issuer's sustainable profitability.
Four. The use of raised funds meets the requirements.
1. The raised funds have a clear direction of use and are used for the main business in principle.
2. The issuer has established a special storage system for raised funds, and the raised funds are deposited in a special account decided by the board of directors.
Risk disclosure: This information does not constitute any investment advice. Investors should not substitute such information for their independent judgment, or make decisions only based on such information. It does not constitute any trading operation and does not guarantee any income. If you operate by yourself, please pay attention to position control and risk control.