Measures for the supervision and administration of public companies-Guidelines for the supervision of unlisted public companies No.2
"National Small and Medium-sized Enterprise Share Transfer System Business Rules (Trial)" and other regulations and systems
The final guide.
Article 2 A joint stock limited company (hereinafter referred to as the company applying for listing) applies for shares nationwide.
The listing of the share transfer system for small and medium-sized enterprises (hereinafter referred to as the national share transfer system) shall be in accordance with
Make and submit application documents according to the requirements of this guide.
Article 3 The catalogue of application documents stipulated in these Guidelines refers to the listing application documents.
Minimum requirements. According to the needs of deliberation, National Small and Medium Enterprise Share Transfer System Co., Ltd.
Any company (hereinafter referred to as the national share transfer company) may require the applicant company and the company to be listed.
Supplementary documents of relevant intermediaries. If some documents are not applicable to the company applying for listing, you can
Not provided, but it should be stated in writing.
Those who apply for listing and issue shares at the same time shall be listed in accordance with the provisions of the national share transfer company.
Add relevant contents in the license application documents.
Article 4 After receiving the application documents, the national share transfer company shall not approve it.
Can be added, removed or replaced.
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Article 5 A company applying for listing shall submit an electronic application to the National Share Transfer Company.
The page numbers in the document should be consistent with those in the catalogue.
If the company applying for listing cannot provide the original documents, it shall apply for listing.
Our lawyer puts forward an appraisal opinion, or the publishing unit seals it to ensure that it is consistent with the original.
Article 6 Where signature is required in the application documents, it shall be signed by the signatory himself.
Name shall not be replaced by name stamp or signature stamp.
Among the application documents, the documents that need to apply for lawyer certification of listed companies shall be suspended.
The lawyer of the brand company should indicate on the first page of the document that "the following pages are related to XX".
Whether the original is consistent ",and the law firm shall sign and date the document.
The front page is stamped with the official seal, and the side from page XX to page XX is stamped with the official seal.
Chapter.
Article 7 A company applying for listing shall be based on the application documents of the national share transfer company.
Feedback provides supplementary materials. Relevant intermediaries should deal with issues related to feedback.
Conduct due diligence or supplement professional advice. Modification of common transmission specification or
Supplementary, it should be indicated.
Eighth did not produce and submit the application documents according to the requirements of these guidelines, the state shares.
Transfer to the company is not accepted.
Article 9 The National Share Transfer Corporation shall be responsible for the interpretation of these Guidelines.
Article 10 These Guidelines shall come into force as of the date of promulgation.
Attachment: List of application documents for listing of national share transfer system for small and medium-sized enterprises.
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appendix
The national share transfer system for small and medium-sized enterprises was listed.
Directory of application documents
The first part of the documents to be disclosed
Chapter I Disclosure of Transfer Instructions and Recommendation Reports
1- 1 revolution instruction (declaration draft)
1-2 financial statements and audit reports
1-3 legal opinion
1-4 Articles of Association
1-5 Recommendation Report of Sponsoring Brokers
1-6 Directed issuance instruction (if any)
1-7 resolution of the shareholders' meeting on the arrangement of voting rights difference (if any)
Part II Documents not required to be disclosed
Chapter II Relevant Documents of Applying for Listing of Companies
2- 1- 1 The applied shares submitted to the national share transfer company are linked in the national share transfer system.
Report on the issuance of cards and stocks (if any)
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2- 1-2 Apply to China Securities Regulatory Commission for public transfer of listed shares (or/
Stock issuance report (if any)
2-2 Relevant shares are listed and issued in the national share transfer system (if any).
Resolution of the board of directors
2-3 Relevant shares are listed and issued in the national share transfer system (if any).
Resolution of shareholders' meeting
2-4 Business License of Enterprise as a Legal Person
2-5 register of shareholders and identification documents of shareholders
2-6 List of directors, supervisors and senior managers and their shareholding.
2-7 Assets appraisal report at the time of applying for the establishment of a listed company, the last two years and the initial public offering.
tell
2-8 Original financial statements and declared financial statements of the company applying for listing in the last two years
When there are differences, a difference comparison table (if any) is needed.
2-9 Apply for the signatures of all directors, supervisors and senior managers of the listed company.
Statements and commitments of directors (supervisors and senior managers)
2- 10 on the authorization of the national share transfer company to apply to the China Securities Regulatory Commission for listing.
Will submit the application documents for public transfer (or/and directional issuance of shares and other related matters.
Appropriate power of attorney (if any)
Chapter III Relevant Documents of Sponsoring Brokers
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3- 1 Sponsor the listing recommendation signed by the brokerage firm and the company applying for listing and continuously supervise it.
draft
3-2 due diligence report
3-3 Due Diligence Working Document
3-3- 1 due diligence working papers, relevant work records and declaration forms
Accept the completed due diligence worksheet.
3-3-2 Relevant supporting documents of tax preference and financial subsidy
3-3-3 Previous Capital Verification Reports
3-3-4 Commercial contracts that have a significant impact on going concern
3-4 core ideas
3-4- 1 Working Papers on Audit of Members of Core Institutions
3-4-2 minute core meeting
3-4-3 Reply to the feedback from the kernel meeting
3-4-4 Supplementary Audit Opinions of Core Institutions on the Implementation of Core Meetings
3-5 Internal List of Sponsored Brokers' Recommended Listing and Sponsored Brokers' Listing Applications
Company risk assessment form
3-6 Self-discipline Guidelines for Sponsoring Brokers
3-7 Copy of the filing letter of the sponsoring brokerage business (stamped with the official seal of the institution and explained)
Method) and project team membership documents.
Chapter IV Other Relevant Documents
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4- 1 All directors, sponsoring brokers and relevant intermediaries of the company applying for listing
A letter of commitment on the authenticity, accuracy and completeness of the application documents
4-2 Relevant intermediaries shall issue documents that are included in the public transfer instructions.
Professional report or letter of no objection.
4-3 The company applying for listing and the sponsoring securities firm shall keep electronic documents and reserved documents.
A unanimous statement, and the lawyer's guarantee that the electronic documents are consistent with the reserved documents.
see
4-4 copies of relevant practice certificates of lawyers, certified public accountants and their institutions.
(Stamp the official seal of the organization to explain the purpose)
4-5 approval documents and business of the establishment of state-owned shares issued by the state-owned assets management department
Confirmation document of foreign shares issued by the competent department (if any)
4-6 Application for Securities Abbreviation and Securities Code
4-7 Special explanation of previous declaration (if any)
4-8 Reasons for not disclosing relevant information or other documents (if any)
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