The basic process of enterprise listing
Generally speaking, if an enterprise wants to be listed on the domestic securities market, it must go through three stages: comprehensive evaluation, standardized reorganization and formal start-up. The main work is as follows:
Comprehensive evaluation of enterprises before listing in the first stage
Listing of enterprises is a complex financial engineering and system engineering. Compared with traditional project investment, it also needs to go through the process of pre-demonstration, organization and implementation and post-evaluation, and it also faces the path choice of whether to list in the capital market and in which market. Listed in different markets, enterprises have to do different jobs, channels and risks. Only through the comprehensive evaluation of enterprises can we ensure that listed enterprises can operate correctly under the condition of controllable costs and risks. For enterprises, it is also a price to organize and mobilize a large number of personnel and mobilize all aspects of strength and resources to work. Therefore, in order to ensure the success of the listing, the enterprise will first conduct a comprehensive analysis and research on the above issues, and carefully give opinions, and then fully start the work of the listing team after getting a clear answer.
The second stage is the reorganization of enterprise internal norms.
There are hundreds of key issues involved in the initial public listing of enterprises. Especially in the specific environment of China, there are many historical issues left by private enterprises, such as finance, taxation, law, corporate governance and historical evolution. And many problems in the later period are quite difficult to deal with. Therefore, it is very important for enterprises to deal with some problems in advance in a planned and step-by-step manner with the assistance of listed financial consultants on the basis of completing the preliminary evaluation. Through this work, sponsors and strategies can also be strengthened.
The third stage officially launched the listing work.
Once the listing target is determined, the enterprise begins to enter the practical operation stage of the external work of listing, which mainly includes: selecting relevant intermediaries, carrying out shareholding system reform, auditing and legal investigation, brokerage counseling, issuance declaration, issuance and listing, etc. Because the listing work involves five or six external intermediary service agencies working at the same time, the personnel involve dozens of people. Therefore, it is very difficult to organize and coordinate, which requires multi-party coordination.
List of due diligence of listed companies before integration Part I Basic information of the company 1 Restructuring and establishment. The approval documents, capital verification report and evaluation report when the enterprise is established (if the state-owned enterprise is restructured and established, the restructuring plan, divestiture plan and the basic information of the surviving enterprise shall also be provided). 2 Company evolution. Articles of association of the company at the time of its establishment, articles of association revised in previous years, latest articles of association and annual business license, and capital verification certificates of previous changes in registered capital or equity structure. 3. Contribution of promoters and shareholders. Whether the capital contribution is in place in time, whether the mode of capital contribution is legal, whether there is false capital contribution or false capital contribution, and the transfer of property rights of the capital contribution assets (houses, land, vehicles, trademarks, patents, etc.). ), physical, intellectual property rights, land use rights and other non-cash assets assets appraisal report. , and issue a confirmation letter of high-tech achievements to those who have invested in high-tech achievements. 4. Major changes in equity. Major changes in the shareholders' meeting, board of directors, board of supervisors and other relevant documents related to equity, government approval documents, evaluation reports, capital verification reports, transfer agreements, industrial and commercial registration changes and other related materials, as well as the corresponding changes in total share capital, shareholder structure and actual controllers. At present, the company's equity relationship diagram and shareholder structure ratio. 5 major restructuring. Major asset reorganization behaviors that have occurred since the establishment of the company include major asset reorganization behaviors such as purchase, sale, asset replacement, merger or division, major capital increase or capital decrease, and the proportion of total assets, total net assets, income and profit related to this behavior in the corresponding indicators in the audited consolidated statement of the company in the latest fiscal year. Six major shareholders. The main business, ownership structure, production and operation of major shareholders; There is a major ownership dispute between the controlling shareholder of the company and the shareholders controlled by the controlling shareholder or actual controller; Changes in major shareholders and actual controllers in the last three years or potential changes in the future. 7 foreign investment. List of foreign investment, including the name of the holding company, registered capital, shareholders and their respective proportions, business scope, etc. ; Relevant information of the company's subsidiaries and the company's management of the subsidiaries (administrative relations, asset relations, management relations, etc.). ) .8 Employee information. The structural distribution of age, education background and major and its changes in recent years; Employees' work outlook, work enthusiasm and job satisfaction; The company implements the national employment system, labor protection system, social security system and medical system. 9 Internal staff shares (if any). The approval document, issuance document, payment certificate and capital verification report of the internal employee shares; Whether there are trade union shares, employee shares, trust shares or shareholders with more than 200 people, and the legal documents on the formation and evolution of relevant shares. 10 related license. Company business qualification license certificate, product business license certificate, and various honorary certificates obtained over the years (including subordinate enterprises); Tax registration certificate, foreign exchange registration certificate, customs registration certificate, import and export license, franchise financial management certificate, intellectual property use license, special license required by the company to engage in specific business or other types of certificates, such as production license, quality license, safety license, hygiene license, environmental protection license, sales license, etc.
The complete independence of 1 1. Whether it has a complete and independent production, supply and marketing system, an independent R&D and design department, a complete business process and an independent production and business premises (if yes, please specify); Whether intangible assets such as trademarks, patents, copyrights, franchise rights and major properties such as real estate, land use rights and major production and operation equipment are controlled and occupied by controlling shareholders or actual controllers and related parties (if yes, please explain); Whether the senior management personnel such as the general manager, deputy general manager, financial controller and secretary of the board of directors of the company are paid by the controlling shareholder, actual controller and other enterprises controlled by them; Whether the company's financial personnel work part-time in the controlling shareholder, actual controller and other enterprises controlled by them; (Please explain the specific situation and reasons) Whether to establish an independent financial accounting department and an independent accounting system, 1 Financial management system of branches and subsidiaries, and whether financial decision-making, bank account and tax payment are independent (please explain); Whether the organization is independent, whether there is mixed operation and co-location, and whether it has the autonomy to set up the organization (if yes, please explain). The second part is the basic situation of organizational structure and internal control 12 "Three Meetings" and the basic system of corporate governance. 13 company organization chart (including subordinate enterprises), functional departments and their relationships. Basic information of 14 subordinate enterprises, including shareholder structure, business content, brief financial data, position in the company's business system, development prospects, etc. 15 internal control, including internal control environment, business control, information control, accounting management control, control and supervision related systems. The third part is the basic information of the controlling shareholder and actual controller of 16 horizontal competition and related party transactions, including business scope, profit source, product market positioning, development planning and the relationship between business and the company. 17 basic information about controlling shareholders and actual controllers of other enterprises, including business scope, profit sources, product market positioning, development planning and the relationship between their business and the company. 18 Related party transactions of controlling shareholders, actual controllers, controlling shareholders and other enterprises and companies controlled by actual controllers in recent three years, including business cooperation, personnel relations, specific transaction contents and amount by year. 19 whether the company's funds are occupied by the controlling shareholder, actual controller and other enterprises controlled by them by borrowing, paying off debts, prepayment or other means, please explain. Part IV Senior Management 20 senior management positions. 2 1 Senior managers inside and outside the company hold part-time jobs. 22. Changes of directors and senior management personnel in recent three years (change process and reasons). 23. Executive stock ownership and foreign investment. Shares directly or indirectly held by senior executives and their close relatives in any way, and the changes of shares held in the past three years; Other foreign investments of senior executives, including targets, quantity, proportion and relevant commitments; Whether the senior executives and their close relatives run businesses similar to the company by themselves or for others, and whether they conflict with the interests of the company. Part V Business and Technology 24 Company's industry situation (such as development planning, industry management regulations, supervision system, policy trends, market environment, market capacity, market segmentation, marketization degree, entry barriers, supply and demand, competition, industry profitability and future changes); The basic situation of the main competitors, and the main competitive advantages of the company compared with competitors, including but not limited to cost, market, technology, research and development, management, brand, talents, etc. 2.25 The business system of the company, the profit model of its main business, the main products or service types that generate income, and the basic links involved in its main business. The basic use, characteristics, technical level, life cycle and brief technological process of the company's products. The company's business model, the variety structure of products or services, the major changes in the past three years and the impact on the company's profitability. 27 procurement situation. Market supply and price changes of raw materials in recent three years; Procurement channels, policies and procedures of raw materials; Brief introduction of major suppliers, historical relationship with the company and cooperation changes; The proportion of main raw materials in the company's main business cost, and the sensitivity of the company's cost to changes in raw material prices. 28 production situation. Product cost, product quality, safety production and environmental protection in production process over the years. 29 sales situation. Changes in the sales price and sales volume of major products in recent three years; National (or global) share and market capacity of major products; The sales channels and marketing strategies of products, the cycle of sales activities and the main factors affecting sales; The customer base of the product and its cooperative relationship with major customers, the degree of dependence on major customers, and the accounts receivable; Whether there are legal disputes in sales, whether the sales price and quantity are affected by national policies, what is the situation and possible changes in the future. 30. Technical and R&D core technicians. R&D system, the establishment of R&D institutions, and the incentive system for technicians; Patents, non-patented technologies, technology licensing agreements and technical cooperation agreements, as well as the acquisition and use of core technologies; Research and development of new products and projects; The proportion of R&D expenses in the company's main business over the years, the quantity and quality of independent intellectual property rights, and the technical reserve. Part VI: Introduce the company's main assets, including production system, auxiliary production system, supporting facilities, raw material procurement and product sales system. Do all assets and systems belong to the company? If not, please explain why. List of ownership or use rights of the company's land, plant, machinery and equipment, trademarks, patents and non-patented technologies, whether there are ownership obstacles or disputes, and whether there are major changes in the acquisition or use of important assets or technologies such as trademarks, patents, proprietary technologies and franchise rights. The innovation rate, operating rate and technical level of major fixed assets and equipment, and the situation and plan of technical transformation. The company's non-operating assets include schools, hospitals, houses, public security, etc. , as well as the scale of assets, sources of funds and personnel expenses (if any) of the cooperative enterprise. Part VII Financial Accounting and Taxation 35 Audit reports (if any), consolidated statements and parent company's balance sheet, cash flow statement, profit distribution statement and notes to the statements in the last three years and this year as of the end of last month, including subordinate company's statements, company's major accounting policies and accounting systems implemented. 36. The company's profit forecast for the next three years (if any). Tax policies, actual tax payment, preferential tax policies and relevant approvals of the Company. Introduction to the capital verification report, evaluation report and internal control verification report issued by intermediary institutions in recent three years. Part VIII Proposed Investment Projects and Development Planning 3-39 Feasibility Study and Relevant Information of Proposed Investment Projects. The main application direction of the raised funds, the estimated financing scale and method, and the matching degree between the financing scale and investment and the existing production and operation scale, financial situation, technical level and management ability. 4 1 enterprise development plan (3-5 years). The short-term goal of the enterprise, the main difficulties and solutions facing the company at present. Part IX Risk Factors and Other Matters 43 Whether there are problems in market prospects, technical support, industrial policies, environmental protection, land use, financing arrangements, cooperation with others, and whether there are management risks, sales risks and financial risks in terms of business scale, business scope expansion or business transformation. 44. The main risk types, degrees and countermeasures that affect the sustainable development of the company (such as changes in policies and regulations such as finance, finance, taxation, land use, industrial policy, industry management and environmental protection). Whether there are other risks that affect the company's sustainable development, such as natural disasters, safe production, exchange rate changes, foreign trade environment, guarantees, litigation and arbitration, etc., and whether a risk prevention mechanism has been formed, if so, please explain in detail. Has the company been subjected to administrative punishment for violating laws and administrative regulations such as industry and commerce, taxation, land, environmental protection and customs in the last 36 months, if the circumstances are serious, please explain in detail. Whether the company has problems left over from history (especially restructured enterprises), such as proper arrangement of debts such as employees, land and its main assets, shareholders and equity, tax arrears, and other problems that conflict with existing laws and regulations, if so, please explain in detail and whether there is a solution. four