First of all, the conditions required for a company to go public are
1. Only joint-stock companies are eligible for listing;
2. To apply for listing as a company, the company must operate for more than 3 years, and there has been no change of directors or senior management personnel in these 3 years. The company operates legally and conforms to national laws and regulations;
3. There is no false capital contribution in the registered capital of listed companies, and there is no phenomenon of withdrawing capital contribution;
4. The registered capital of a listed company is at least 30 million yuan, the publicly issued shares exceed 65,438+0/4 of the total shares of the company, the total share capital is at least 400 million yuan, and the publicly issued shares exceed 65,438+00%;
5. Financial status of listed companies:
(1) financial status of listed companies, with net profit of over 30 million in the last three fiscal years;
(2) The total number of shares before issuance is at least 30 million shares;
(3) No losses have been made up in the latest period.
(4) The latest assets account for more than 20% of the net assets;
(5) The accumulated cash flow generated by business activities in the last three fiscal years is more than 50 million, or the operating income in the last three fiscal years is more than 300 million;
(6) Listed companies mainly raise funds, but the use of raised funds must be strictly checked, so the key point is to strictly check whether the company has the listing conditions;
Second, what is the process of listing the company?
1. Apply to the securities regulatory agency for listing.
A joint stock limited company applying for stock listing must be approved by the the State Council Securities Regulatory Authority. The securities regulatory department may authorize the stock exchange to approve the company's stock listing application in accordance with legal conditions and procedures.
2. Accept the examination and approval of the securities regulatory authorities.
The securities regulatory body shall examine and verify the materials submitted by a joint stock limited company for listing, and approve them if they meet the requirements; Do not meet the conditions, to be rejected; If the required documents are lacking, they may be required to complete them within a time limit; If payment is not expected, the application will be rejected.
3. Apply to the listing committee of the stock exchange for listing.
After the stock listing application is approved by the securities regulatory body, the approval documents and the following documents shall be submitted to the stock exchange:
(1) listing report;
(two) the decision of the shareholders' meeting to apply for listing;
(3) Articles of association;
(4) Business license of the company;
(5) The financial and accounting reports of the company in the last three years or since its establishment verified by a statutory verification institution;
(6) Legal opinions and letters of recommendation from the securities company;
(7) The latest prospectus;
(8) Other documents required by the stock exchange.
A stock exchange shall arrange the listing and trading of stocks within six months from the date of receiving the above-mentioned documents submitted by the stock issuer. The Interim Regulations on the Administration of Stock Issuance and Trading also stipulates that a joint stock limited company approved for listing shall sign a listing contract with the stock exchange before listing, determine the specific listing date, and pay relevant fees to the stock exchange. There is no provision in the securities law.
4, the stock exchange issued a unified announcement of stock listing.
To sum up, if a company wants to go public, it not only has strict financial requirements, but also can't have any illegal behavior in the course of operation. For example, in the last three years, the company has been investigated for legal responsibility for illegal business operations, and the securities regulatory agency will not agree to the company's listing application.
Third, the independence of the company.
The independence of a company mainly examines whether the company is illegally controlled by a major shareholder or actual controller, and whether it infringes on the legitimate rights and interests of minority shareholders. As far as independence is concerned, the company shall meet the following conditions:
1. The company should have its own assets, which should be suitable for the company's production and operation.
2. The company's personnel are independent, and the company's general manager, deputy general manager, chief financial officer, secretary of the board of directors and other senior management personnel are not employed in the controlling shareholder company; A company should have its own employees.
3. The company is financially independent. The company should have its own financial system, be able to make financial decisions independently, have its own independent bank account, and there is no sharing of bank accounts with the controlling shareholder.
4. The company's business is independent. There is no improper related party transaction between the company and the controlling shareholder or actual controller, and the company's business does not depend on the controlling shareholder or actual controller.
Fourth, the standardized operation of the company.
The Company has established decision-making bodies such as the shareholders' meeting, the board of directors and the board of supervisors according to law, and formulated the rules of procedure for the shareholders' meeting, the board of directors and the board of supervisors, so that the Company can operate according to the system and norms.
All right. The directors, supervisors and senior managers of the company have not been severely punished by administrative or criminal penalties, and the company itself has not been punished by the departments of industry and commerce, taxation and environmental protection in the last 36 months before listing.
Administrative punishment, no suspected crime has been put on file for investigation, no securities have been issued without the approval of the statutory authorities or in disguised form. In the articles of association, it is clear who will approve the external guarantee and the specific content.
Approval procedures, etc. The company has a strict fund management system, and the funds cannot be occupied by the controlling shareholder, actual controller and other enterprises controlled by them by borrowing, paying off debts, paying in advance or other means.
Verb (abbreviation for verb) Finance and accounting of a company.
1. From a financial point of view
For listed companies, first of all, the company's performance is required to be good, that is, the company's assets are good, the asset-liability ratio is reasonable, and the cash flow is normal; The company has no circumstances that affect its sustainable profitability; The company shall pay taxes according to law. Specifically, the company shall meet the following conditions:
(1) The net profit in the last three fiscal years was positive and accumulated more than 30 million yuan. The net profit has been deducted from non-recurring gains and losses, and the lower before and after is the calculation basis;
(2) The accumulated net cash flow generated by business activities in the last three fiscal years has exceeded RMB 50 million; Or the accumulated operating income in the last three fiscal years exceeds 300 million yuan;
(3) The total share capital before issuance is not less than 30 million yuan;
(4) the proportion of intangible assets (after deducting land use rights, breeding rights and mining rights, etc.). ) Not higher than 20% of the net assets at the end of the latest period;
(5) There is no uncompensated loss at the end of the recent period.
2. From the accounting point of view
The company shall establish a standardized accounting system, and the financial statements shall be based on real transactions, and shall not tamper with the financial statements, nor manipulate, forge or tamper with the accounting records or related vouchers on which the financial statements are based.
The use of intransitive verbs to raise funds
The main purpose of listing is to raise funds to invest in the company's development projects. After raising funds, the company should use them in strict accordance with the pre-set purposes. Therefore, when examining whether a company is qualified for listing, the use of funds raised by the company is also a very important assessment standard.
1. The company shall prepare a feasibility study report on the investment projects with raised funds, indicating the construction and development prospects of the projects to be invested;
2. The use of funds raised by the company should have a clear direction of use, and should be applied to the company's main business in principle;
3 to raise funds to invest in projects shall comply with the provisions of national industrial policies, investment management, environmental protection, land management and other laws, regulations and rules. At the same time, the company should establish a special storage system for raised funds, and the raised funds should be deposited in a special account decided by the board of directors.
legal ground
Article 13 of the Securities Law of People's Republic of China (PRC), when a company publicly issues new shares, it shall submit an application for offering shares and the following documents:
(1) Business license of the company;
(2) Articles of association;
(3) resolutions of the shareholders' meeting.
(4) the prospectus or other public offering documents.
(5) Financial and accounting reports.
(6) The name and address of the bank that collects the shares.
Where a sponsor is hired in accordance with the provisions of this law, a letter of recommendation for issuance issued by the sponsor shall also be submitted. In case of underwriting in accordance with the provisions of this Law, the name of the underwriting institution and relevant agreements shall also be submitted.
Article 120 of the Company Law of People's Republic of China (PRC) A listed company as mentioned in this Law refers to a joint stock limited company whose shares are listed and traded on a stock exchange.