(2) The stage of restructuring and reorganization of enterprises is a key link in listing. Whether the restructuring and reorganization is standardized directly determines whether the enterprise can successfully list on the New Third Board. Enterprise restructuring involves many issues such as management, finance and law. And only with the participation of brokers, accounting firms, law firms and other intermediaries can it be successfully completed. The company should follow the following five basic principles in the process of restructuring: forming a clear strategic goal of business development and rationally allocating existing resources; Highlight the main business and form core competitiveness and sustainable development ability; Avoid horizontal competition and standardize related party transactions; The property right relationship is clear and there are no legal obstacles; Establish the foundation of corporate governance and standardize the operation of shareholders' meeting, board of directors, board of supervisors and managers.
Specifically, the main tasks of this stage are:
1. Equity financing. Most of the enterprises to be listed on the New Third Board are small high-tech enterprises in the growth period. It is often difficult to obtain the urgently needed funds for enterprise development through debt financing methods such as bank loans. Equity financing has become an inevitable choice for enterprises to solve the bottleneck of funds and achieve rapid development. After the listing of the New Third Board, it not only improved the visibility and reputation of enterprises, but also enhanced the liquidity of equity, which created opportunities for enterprises to introduce strategic investors before listing, and was conducive to solving the financial problems that plagued the development of enterprises to be listed.
2. Through the adjustment of equity structure, business restructuring and organizational structure integration, highlight the main business, form core competitiveness and sustainable development ability, standardize related party transactions, and solve horizontal competition.
3. Establish and improve the system of shareholders' meeting, board of directors, board of supervisors, independent directors and secretary of the board of directors to ensure that relevant institutions and personnel can perform their duties according to law and form a standardized corporate governance structure.
4. Establish a joint-stock company. Most companies to be listed are limited liability companies. Only when it is changed into a joint-stock company can it be listed on the New Third Board. In order to realize the listing as soon as possible, the continuous calculation of the operating performance of a limited liability company becomes the key, that is, if the limited liability company is converted into a joint stock limited company according to the original book net asset value, the duration can be calculated from the date of the establishment of the limited liability company, and it can be listed and transferred on the New Third Board after two years. The basis of share conversion is "book net asset value" rather than the evaluation of net assets, and the overall change can not increase the share capital and introduce new shareholders, otherwise the duration of the company can not be calculated continuously.
The general procedures for the overall change of a limited company into a joint stock limited company are as follows: (1) The sponsors sign the sponsors' agreement, stipulating the company's book net asset value conversion plan and other major issues; (2) Convene the board of directors and shareholders' meeting successively, and make a resolution that all directors or shareholders unanimously agree to change the whole limited company into a joint stock limited company according to the agreement of the promoters; (3) Hiring an accounting firm to audit, evaluate and verify the company's capital; (4) Convene the founding meeting of the joint-stock company, consider and pass the proposal on the overall change and establishment of the joint-stock company, consider and pass the articles of association and the rules of procedure of the shareholders' meeting, elect the members of the first board of directors and the first board of supervisors of the joint-stock company, and consider and pass the resolution on authorizing the board of directors of the joint-stock company to handle matters related to the establishment of the joint-stock company; (5) To apply for industrial and commercial registration and obtain the business license of an enterprise legal person of a joint-stock company, which involves state-owned assets and foreign investment, it is necessary to go through the examination and approval procedures with the relevant competent authorities in advance.
(3) In the listing recommendation stage, all intermediaries issue the filing materials such as the instructions for share quotation transfer, audit reports, legal opinions, etc., and the enterprises to be listed obtain the confirmation letter of the pilot qualification of the relevant competent authorities.
Sponsor the core institutions of securities firms to hold a core meeting to review the filing documents and form core opinions. According to the core opinions, the sponsoring brokerage firm decides whether to recommend the company to the Securities Industry Association for listing. If the recommendation is decided, a recommendation report shall be issued and the filing documents shall be submitted to the Securities Industry Association.
After receiving the filing documents, the association will review the following matters: whether the filing documents are complete; Whether the sponsoring brokerage firm has conducted due diligence on the recommended company in accordance with the requirements of the due diligence guidelines; Whether the information to be disclosed by the company meets the requirements of the information disclosure rules; Whether the sponsoring securities firm has fulfilled the core procedures for filing. The association has no objection to the review of the filing materials, and will issue a filing confirmation letter to the recommended sponsoring brokers within 50 working days from the date of acceptance.
(IV) In the preparatory stage before listing, before the company's shares are officially listed, it shall sign a securities registration service agreement with the securities registration and clearing institution (China Securities Depository and Clearing Co., Ltd.) to handle the centralized registration of all shares. The shares of unlisted companies held by investors shall be entrusted to the sponsoring securities company. The initial registered shares are managed by the recommended sponsoring securities firm. The sponsoring securities company shall deposit its shares of unlisted companies in the securities registration and settlement institution.
Before the transfer of the listed quotation, the listed company shall disclose the prospectus of the share quotation transfer and its attachments (including the company's articles of association, audit report, legal opinions and confirmation letter of pilot qualification), and the recommending brokerage firm shall disclose the recommendation report at the same time as the listed company discloses the prospectus of the share quotation transfer.
(5) Listing and trading of stocks
1, investor scope, investors in the New Third Board market are limited to institutional investors and natural person shareholders of listed companies. Specifically: institutional investors (legal persons, trusts, partnerships, etc. ); Natural person shareholders before the listing of the company (natural person shareholders of listed companies can only buy and sell shares of their holding companies); Natural person shareholders holding shares of the company are subject to directional capital increase or equity incentives; Natural person shareholders who hold shares of the company due to inheritance or judicial judgment; Other investors recognized by the Association.
2. Trading method: Trading in the New Third Board market is based on "shares", and the number of each entrusted share should be more than 30,000 shares. Less than 30 thousand shares can only be sold at one time.
3. Trading restrictions. In order to stabilize the market, the New Third Board rules have made some restrictive provisions on the share transfer of listed companies: (1) The shares directly or indirectly held by the controlling shareholder and actual controller before listing are transferred to the agency system in three batches, and the number of each batch is one third of the shares held by them. The entry time is the date of listing, one year and two years after the expiration of listing. Where the shares directly or indirectly held by the controlling shareholder or actual controller are transferred within 12 months before listing, the provisions of the preceding article shall apply to share management.
(2) If the listed company has made capital increase within 12 months before listing, the newly-added cash shares can be transferred to the agency system after 12 months from the date of industrial and commercial change registration, and the newly-added non-monetary property shares can be transferred to the agency system after 24 months from the date of industrial and commercial change registration.
(3) If the restricted shares are transferred due to judicial judgment, inheritance and other reasons, the subsequent holders still need to abide by the above provisions.
(4) The transfer of shares held by directors, supervisors and senior managers of listed companies shall be restricted in accordance with the relevant provisions of the Company Law of People's Republic of China (PRC).