(1) due diligence stage
At this stage, intermediary agencies such as sponsoring brokers, accounting firms and law firms should enter the enterprises to be listed, conduct preliminary due diligence on the enterprises, discuss and determine the solutions to major financial and legal problems, the restructuring plan before the establishment of the joint-stock company and the establishment plan of the joint-stock company, and determine the listing schedule.
(II) Reorganization and reorganization stage
Enterprise restructuring and reorganization is the key link of listing, and 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.
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 of the companies to be listed are limited liability companies, and only when they are changed into joint-stock companies can they 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.
Legal basis: Article 2 of the Securities Law of People's Republic of China (PRC): This Law shall apply to the issuance and trading of stocks, corporate bonds, depositary receipts and other securities legally recognized by the State Council in People's Republic of China (PRC); Matters not covered by this Law shall be governed by the Company Law of People's Republic of China (PRC) and other laws and administrative regulations.
This Law shall apply to the listing and trading of government bonds and securities investment fund shares; Where other laws and administrative regulations provide otherwise, such provisions shall prevail.
Measures for the administration of issuance and trading of asset-backed securities and asset management products shall be formulated by the State Council in accordance with the principles of this Law.
Securities issuance and trading activities inside and outside People's Republic of China (PRC), which disturb the market order in People's Republic of China (PRC) and damage the legitimate rights and interests of domestic investors, shall be handled in accordance with the relevant provisions of this Law, and legal responsibilities shall be investigated.