How to operate the shareholding system reform of listed enterprises? What is the shareholding system reform?

(I) Qualification and number of promoters According to the Company Law, to establish a joint stock limited company, there should be more than five promoters, more than half of whom must have domicile in China. The promoter can be a natural person or a legal person. If the original enterprise is the sponsor, it must be approved by the original enterprise asset owner. If the original enterprise is not used as the sponsor, the original enterprise investor can be used as the sponsor to set up the company. If the original enterprise investor is the sponsor, it will involve the change of the organizational form of the original company. According to Article 39 of the Company Law, the dissolution, division or change of corporate form of a limited liability company must be approved by shareholders representing more than two thirds of the voting rights. (II) Sponsor's share capital and subscription method According to the Company Law, the minimum capital of a joint stock limited company is not less than 6,543,800,000 yuan, and the minimum registered capital of a joint stock limited company with listed shares is 50,000,000 yuan. The company should make profits in the first three years. According to the consultation document of the Growth Enterprise Market, the total share capital of the company to be listed on the Growth Enterprise Market after the initial public offering is not less than 20 million yuan, of which the tangible assets should reach 8 million yuan, and there is no profit requirement. A joint stock limited company may be established through initiation or offering. The share subscription procedures of these two ways of establishment are different. Under the mode of initiation and establishment, the promoters must subscribe for all shares and pay all the shares in one lump sum; Under the way of offering, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company, and the remaining shares shall be offered to the public. (III) Governance structure meeting the requirements of a joint stock limited company According to the provisions of the Company Law, a governance structure meeting the requirements of a joint stock limited company must be established, such as setting up a shareholders' meeting as the authority of the company, setting up a board of directors and a board of supervisors, and the board of directors appoints a manager as the company's operation manager according to the company's articles of association. The manager presides over the production, operation and management, and organizes the implementation of the resolutions of the board of directors; As the internal supervision organization of the company, the board of supervisors exercises supervision over directors, managers and other senior managers. At present, China's Growth Enterprise Market has some requirements for corporate governance structure, such as setting up independent directors, implementing sponsorship system, listing conditions and incentive mechanism. And put forward higher requirements for the behavior of directors, supervisors, managers and other senior managers. These aspects need to be further revised and improved in the company law. (4) Having a fixed place and a production and business place with fixed production and business conditions, which is a fixed place for a joint stock limited company to engage in business activities. In order to facilitate the company to carry out business with others or organizations, a joint stock limited company may set up a number of production and business premises according to the needs of business activities. In order to facilitate the management of a joint stock limited company, the administrative department for industry and commerce requires the company to register its domicile. The domicile of the company is the location of the company's management organization, but it is not necessarily the place of production and operation. For example, the company's domicile can be in the city, while the company's production factory can be in the suburbs, or even other cities or countries. Operating procedures for the establishment of a joint stock limited company (0 10)8629-0776 (1) First, determine the promoters and hire an intermediary to establish a joint stock limited company. The promoters will sign the agreement on the establishment of the company and assume the responsibility for the establishment of the company. After the promoters reach an agreement on the establishment of the company, they may entrust a promoter to handle the application procedures for the establishment of the company. In the establishment stage of the company, the sponsors should focus on the following issues: 1, draw up the overall plan, and make arrangements and plans for future matters. The overall plan is related to the success or failure of the creation work, and it must be comprehensive, acceptable to all parties and operable. (1) For the design of equity structure, refer to the General Principles of Joint Stock Limited Companies. Shareholders can contribute capital in cash, in kind and intangible assets. Judging from the actual situation of start-up enterprises, when designing the equity structure, we should handle the following problems well: First, the proportion of cash investment should not be too high. If the cash contribution ratio is too high, on the one hand, investors will doubt the company's sustainable operation and stability, on the other hand, investors will doubt the company's next growth potential; Second, the proportion of intangible assets should be within a reasonable range. Under normal circumstances, the proportion of intangible assets (excluding land use rights) in its registered capital shall not be higher than 20%, otherwise it will dilute the growth of the company; Third, there should be some restrictions on the shareholding ratio of major shareholders. For example, the Growth Enterprise Market stipulates that the shares held by the company's promoters after the public offering of shares cannot be less than 35% of the total share capital. Therefore, how to design the ownership structure is an important issue in the process of reorganization or transformation of start-up enterprises. (2) Business Planning Scheme Whether the listed companies on the GEM meet the requirements of outstanding main business and sustainable operation, that is, whether they have been engaged in a main business continuously within 24 months before applying for issuance and whether the main business has made substantial progress, is a prerequisite for the start-up enterprises to apply for listing, and it is also the key to win the approval or recognition of the issuing audit institutions. Therefore, in the process of reorganization or reform, highlighting and planning the main business is one of the important contents of business development planning of entrepreneurial enterprises. In this work, we should firmly adhere to the following principles: 1, the main business should have a certain high-tech content; 2. The main business must have sufficient market space; 3. The main business must have the ability of continuous innovation and high added value; 4. The main business must have high growth; 5. The main business must meet the needs of listing on GEM in the future.