An issuer applying for an initial public offering of shares shall meet the following conditions: (1) The issuer is a joint stock limited company established according to law and has been operating continuously for more than three years.
Where a limited liability company is converted into a joint stock limited company according to the original book net asset value, the time for continuous operation can be calculated from the date of establishment of the limited liability company.
(2) It has been making profits continuously in the last two years, and the accumulated net profit in the last two years is not less than10 million yuan, and it has been growing continuously; Or profit in the last year, and the net profit is not less than 5 million yuan, the operating income in the last year is not less than 50 million yuan, and the growth rate of operating income in the last two years is not less than 30%. Net profit is calculated at the lower before and after deducting non-recurring gains and losses.
(3) The net assets at the end of the latest period are not less than 20 million yuan, and there are no uncompensated losses.
(4) The total share capital after issuance shall not be less than 30 million yuan.
Listing requirements: At present, China's GEM standards for listed companies mainly include the following provisions:
(1) China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") makes a decision on whether or not to approve the applicant's application for listing on the stock market according to the audit opinions of the issuance audit committee. China Securities Regulatory Commission's approval of the listing of shares of start-up enterprises does not mean making substantive judgment or guarantee on the value of the shares issued by start-up enterprises or the income of investors.
(2) An enterprise applying for public offering of shares and listing on the Growth Enterprise Market (hereinafter referred to as the "applicant") shall be a legally existing joint stock limited company. Non-corporate enterprises must first be restructured and established as joint stock companies. A limited liability company may be reorganized into a company limited by shares or changed into a company limited by shares according to law.
When judging whether the applicant meets the issuance conditions of "continuous operation under the same management for more than 2 years", the following factors are mainly considered:
① Whether the applicant has been in business for more than 24 months when applying for issuance;
(2) Whether the applicant meets the requirements of management stability, that is, whether the legal representative, directors, senior managers, core technicians and controlling shareholders have undergone major changes within 24 months before the issuance application is filed.
(3) Whether the applicant meets the requirements of outstanding main business and continuous operation, that is, whether he has been engaged in a main business continuously within 24 months before filing an application for issuance, and whether the main business has made substantial progress. Senior management personnel include the company manager, deputy manager, financial controller and secretary of the board of directors. Controlling shareholders refer to shareholders who can recommend more than half of the directors or principal responsible persons when exercising their voting rights; Shareholders who can exercise or control the number of voting shares exceed the number of voting shares nominally held by the largest shareholder listed in the company's register of shareholders; Or actually control the shareholders of the company in other ways.
(4) When judging whether the original enterprises (including unincorporated enterprises and limited liability companies) belong to the overall restructuring and whether the business records can be continuously calculated, the following factors are mainly considered:
(a) whether the divestiture of operating assets has been carried out;
(2) The influence of the mode and amount of contribution of the promoters on the comparability of business records;
(3) Whether to adjust the accounts according to the assets evaluation results, and whether to convert the shares according to the assets value after the expressway.
(5) When judging whether a limited liability company is changed into a joint stock limited company, the following factors are mainly considered:
(1) Whether the assets have been divested.
② Whether the audited net assets are used as the basis for conversion.
(6) When judging whether the applicant meets the issuance conditions of "no major violations of laws and regulations in the last two years and no false records in financial and accounting documents", the following factors shall be mainly considered:
(a) whether there is any serious violation of national laws and regulations within 24 months before the issuance application is filed;
② Whether there are any false records in the financial accounting documents within 24 months before the issuance application is filed.
(seven) when judging whether the applicant meets the listing conditions stipulated in the Regulations on the Issuance and Listing of Stocks of Venture Enterprises, the following factors shall be mainly considered:
① Whether the total share capital reaches 20 million yuan after the initial public offering of new shares;
② Whether the number of shareholders holding shares with a face value of 654.38+10,000 yuan or more has reached 200 after the initial public offering of new shares; (three) after the initial public offering of new shares, whether the shares publicly issued have reached more than 25% of the total shares of the company;
(4) After the initial public offering of new shares, whether the shares held by shareholders before this offering have reached more than 35% of the total shares of the company.
(8) When judging whether the applicant meets the conditions for issuance and listing, the following factors shall also be considered:
(1) When applying for stock issuance, whether its audited tangible net assets reached 8 million yuan on the audit benchmark date; ② Whether the total audited net income of main business in the last two fiscal years reached 5 million yuan, and whether the audited net income of main business in the last fiscal year reached 3 million yuan;
③ Whether the asset-liability ratio on the audit benchmark date for applying for stock issuance is not higher than 70%;
(4) Whether the prospectus and listing announcement comply with the provisions of laws, regulations and normative documents such as the Company Law of People's Republic of China (PRC) and the Securities Law of People's Republic of China (PRC) on information disclosure;
⑤ Whether the lead underwriter has been hired for counseling;
⑥ Whether a sponsor has been hired. Tangible net assets here refer to the net value of total assets minus total liabilities minus intangible assets (excluding land use rights). The net income of main business refers to the net income of main business minus discounts and discounts.
(9) When judging whether the applicant meets the conditions for issuance and listing, it will also pay attention to the following factors:
The scientific and technological content of the applicant's products;
② The development potential and growth of the applicant;
③ Whether all or most of the assets are cash, short-term investment and long-term investment;
(4) Whether there have been any major asset restructuring events such as merger, division, asset replacement and asset divestiture within 0/2 months before the issuance application is filed; ⑤ Whether there has been any increase in assets and shares within 12 months before the issuance application is filed;
⑥ Whether the main business income mainly comes from related transactions;
⑦ Whether there is horizontal competition with controlling shareholders or parallel subsidiaries;
(eight) whether the organization is established and improved in accordance with the relevant provisions of the People's Republic of China (PRC) Company Law;
(9) Whether to set up independent directors in accordance with the Regulations on the Administration of Stock Issuance and Listing of Venture Enterprises to strengthen the corporate governance structure; Number of sponsors present;
⑾ Stock option or the setting of stock option;
⑿ Whether the audit report issued by the accountant is a non-standard unqualified audit opinion.
(10) When judging whether independent directors meet the requirements, we should pay attention to the following factors;
① Whether there are two independent directors in the board of directors;
(2) Whether the independent directors have the corresponding post-holding ability and independence.
Listing requires GEM companies to apply for initial public offering of shares on Shenzhen Stock Exchange, which shall meet the following conditions:
(1) The shares have been publicly issued.
(2) The total share capital of the company is not less than 30 million yuan;
(3) The publicly issued shares account for more than 25% of the total shares of the company; If the company's total share capital exceeds 400 million yuan, the proportion of publicly issued shares exceeds10%;
(4) The number of shareholders of the company shall be no less than 200;
(five) the company has no major illegal acts in the last three years, and its financial and accounting reports have no false records;
(6) Other conditions required by Shenzhen Stock Exchange.