Stock issuance and listing procedures
According to the Company Law of People's Republic of China (PRC), the Securities Law of People's Republic of China (PRC) and the rules and regulations promulgated by the China Securities Regulatory Commission and the stock exchange, enterprises should follow the following procedures when issuing shares publicly and going public:
(1) Reorganization and establishment: draw up a reorganization plan, hire sponsors (securities companies) and intermediaries such as accounting firms, asset appraisal institutions and law firms to conduct feasibility demonstration on the reorganization plan, audit and evaluate the assets to be reorganized, sign a sponsorship agreement and draft the company's articles of association, set up the company's internal organization and set up a joint stock limited company. Except as otherwise provided by laws and administrative regulations, the establishment of a joint stock limited company shall cancel the approval of the provincial people's government.
(2) Due diligence and counseling: Sponsors and other intermediaries conduct due diligence, problem diagnosis, professional training and business guidance on the company, learn the necessary knowledge of listed companies, improve the organizational structure and internal management, standardize the company's behavior, clarify the business development goals and the investment of raised funds, rectify the existing problems according to the conditions of issuance and listing, and prepare the application documents for initial public offering. At present, the mandatory provision of IPO counseling for one year has been cancelled, but sponsors still need to provide counseling to the company.
(3) Declaration of application documents: The enterprise and its intermediary agencies shall prepare application documents according to the requirements of the CSRC, and the sponsor institution shall carry out the core work and be responsible for due diligence recommendation to the China Securities Regulatory Commission. Meet the application conditions, the China Securities Regulatory Commission will accept the application documents within 5 working days.
(4) Review of application documents: After the China Securities Regulatory Commission formally accepts the application documents, it will conduct a preliminary review of the application documents, solicit opinions from the provincial people's government where the issuer is located and the National Development and Reform Commission, and feed back the review opinions to the sponsor institution. Sponsors organize issuers and intermediaries to reply or rectify the feedback audit opinions. After the preliminary examination is passed, the application documents shall be pre-disclosed before the examination by the issuance examination committee, and finally submitted to the stock issuance examination committee for examination.
(5) Roadshow, inquiry and pricing: After the issuance application is examined and approved by the issuance audit committee, the China Securities Regulatory Commission will approve it. The enterprise will publish the summary of the prospectus and the issuance announcement in the designated newspaper, and the securities company will conduct roadshows with the issuer to promote and inquire the investors, and determine the issuance price through consultation according to the inquiry results.
(6) Issuance and listing: Public offering of shares in accordance with the issuance method stipulated by China Securities Regulatory Commission, submission of listing application to the stock exchange, custody and registration of shares, and listing. After listing, the sponsor institution shall be responsible for continuous supervision as required.
Stock issuance and listing need intermediaries.
Generally, the following intermediaries need to be hired for stock issuance and listing:
(1) sponsor institution (stock underwriting institution);
(2) Accounting firms;
(3) Law firms;
(4) Asset appraisal agency (if necessary).
The work that the sponsor institution is mainly responsible for
The sponsor institution is mainly responsible for the following work in the process of enterprise issuance and listing:
(1) Assist enterprises to draw up reorganization plans and set up joint-stock companies;
(2) Conduct due diligence on the company according to the requirements of the Guidelines on Due Diligence of Sponsors;
(3) Providing guidance and professional training to the company's major shareholders, directors, supervisors and senior managers, and helping them understand the laws and regulations related to stock issuance and listing, as well as the legal obligations and responsibilities of listed companies and their directors, supervisors and senior managers;
(4) Help the issuer to improve the organizational structure and internal management, standardize enterprise behavior, and clarify the business development goals and the investment of raised funds;
(five) to organize issuers and intermediaries to make application documents for issuance, and to conduct a comprehensive verification of the public offering documents in accordance with the law, make due recommendations to the China Securities Regulatory Commission, and issue a recommendation report for issuance;
(six) to organize issuers and intermediaries to reply or rectify the audit feedback of the China Securities Regulatory Commission;
(seven) responsible for the main underwriting of securities issuance, underwriting syndicate organization.
(8) Organizing roadshows, inquiry and pricing with issuers * * *;