1. Work procedures for overall change of Co., Ltd.
(1) due diligence
For the reorganization project, it mainly includes the legitimacy, operating conditions and development prospects of the limited company since its establishment, including the following aspects:
1, the legitimacy of the formation process of capital stock
From the beginning of the establishment of a limited company, we should pay attention to the mode of capital contribution (in cash, physical assets, intangible assets, etc.). ) when it was established. In addition to cash contribution, the contribution of physical assets needs to go through audit, evaluation and other related procedures; Investment in intangible assets needs to go through relevant procedures, such as technical appraisal and evaluation. The land investment needs to be evaluated by the land evaluation agency and confirmed by the land management department (at this stage, the company to be listed is not allowed to invest in intangible assets such as trademarks and goodwill).
During the continuous operation of the limited company, there will be capital increase and share expansion, equity transfer and so on. Whether the legal documents (resolutions of the board of directors and shareholders' meeting, capital verification report, industrial and commercial change registration, etc.) are established. ) is complete, and every time the rights change behavior is legal.
2, the legitimacy of the asset formation process.
The formation process of main operating assets in the process of continuing operation of a limited company.
3. Fuck oak parts
1) Authenticity of business performance
2) Related party transactions
3) Financial system status
4) the authenticity of financial data
In the case of a limited company, due to the relatively weak supervision, the management level of managers and the level of financial personnel, there are inevitably problems in the authenticity of financial data. For example, the problem of tax evasion in most private enterprises can only be grasped from a big perspective, and the specific problems can only be known after hiring a certified public accountant to audit the enterprise.
5) Legitimacy of specific industry operation. Such as the pharmaceutical industry, whether there is a drug production license, drug approval number, etc. Whether the real estate industry has real estate development qualifications; Whether the engineering construction enterprise has the engineering construction qualification; Whether the communication equipment manufacturer has network access license, etc.
6) R&D capability and core technology of the company
7) Business development prospect
The data to be accessed must be original data.
(two) to carry out enterprise standardization.
(3) Enterprises employ intermediaries.
Enterprises need to hire financial consultants, who are responsible for drafting restructuring plans, consulting laws and regulations, counseling before listing, coordinating the relationship between intermediaries, and making relevant documents. At the same time, accountants, appraisers and lawyers with securities qualifications are hired to assist in the restructuring work.
(4) Determine the reorganization plan.
Under the guidance and unified coordination of financial consultants, discuss and demonstrate the reorganization plan together with enterprises, accountants and lawyers, including the determination of sponsors and their investment methods, the setting of capital structure, financial audit, asset evaluation, the establishment of financial system, asset disposal (including divestiture of non-operating assets, disposal of land use rights, disposal of trademark use rights, etc.). ), as well as the establishment of personnel and labor systems.
(5) Capital increase and share expansion or equity transfer.
If the enterprise needs to adjust the amount of capital stock, the number of sponsors, the ownership structure, etc. , or need to introduce strategic investors, or implement management stock ownership (employee stock ownership). , need to increase capital and share or transfer equity.
(6) Evaluation and audit.
Determine the base date of reorganization, and an appraiser with securities business qualification will evaluate the enterprise. Under normal circumstances, the enterprise should be evaluated for two years. The same is true of accounting audit.
(7) Convening the board of directors and shareholders' meeting, deliberating the reorganization, signing the sponsors' agreement, and amending the articles of association.
(8) Pre-approval of the name
Go through the pre-approval procedures for the name of a joint stock limited company at the local administration for industry and commerce. When going through the formalities of name pre-approval, the sponsors' agreement, the name pre-approval application form signed by the chairman, the resolution of the board of directors and other documents shall be submitted.
(9) Handling the establishment of state-owned shares.
Where there are state-owned enterprises or state-controlled enterprises among the shareholders of a limited company, it is necessary to apply to the state-owned assets management department for the establishment of state-owned shares.
(10) change application
Application documents for restructuring after applying for change (mainly including sponsor agreement, articles of association, financial audit report, capital verification report, resolutions of shareholders' meeting, resolutions of the board of directors, etc.). ) everything is ready.
(11) Establishment of a joint-stock company
After approval, the enterprise holds the founding meeting and the first shareholders' meeting, board of directors and board of supervisors, and elects the chairman and determines the management team through the company's preparation report.
Within 30 days after the founding meeting, the board of directors of the joint-stock company shall apply to the provincial administrative department for industry and commerce for registration of establishment.
2. The scheme design of transforming a limited company into a joint-stock company.
(1) share capital
According to Article 99 of the Company Law, when a limited liability company is legally approved to be changed into a joint stock limited company, the total amount of converted shares shall be equal to the net assets of the company.
That is, the net asset value of a limited liability company audited by an accounting firm with securities practice qualification on the audit benchmark date is the changed share capital of the joint-stock company. Because at a certain point, the net assets of a limited liability company will not be an integer, and generally the integer will be converted into equity. There are two solutions to zero. One is to distribute zero to shareholders and keep it on the books as a liability to shareholders. The other is to include zero in the capital reserve fund.
It should be pointed out here that:
If the company holds more enterprises, the net assets of the consolidated statement may be inconsistent with the net assets of the parent company. When this happens, in practice, the net assets of the parent company are generally used as the basis for conversion. (There is no clear stipulation, or the lower number of the two is used as the basis for conversion)
The Company Law stipulates that the minimum registered capital of a joint stock limited company is 5 million yuan. When a joint stock limited company applies for stock listing, the total share capital of the company is not less than RMB 50 million (after issuance), and the shares publicly issued to the public account for more than 25% of the total shares of the company. At present, the proportion of issuance controlled by the CSRC is generally between 25% and 40%. Therefore, when a joint-stock company is established, its share capital is generally not less than 30 million yuan.
If the net assets of a limited company are less than 30 million yuan when it changes as a whole, it can increase its net assets by increasing capital and shares.
(ii) Asset status
According to the Company Law, the promoters can make contributions in cash or in kind, intellectual property rights and land use rights. Physical objects, intellectual property rights or land use rights as capital contributions must be assessed and valued, and the property must be verified and converted into shares. Where the promoters contribute capital with other non-monetary property, they shall obtain the ownership certificate or complete ownership.
1, intangible assets
Intangible assets investment involves three aspects: land use right, trademark goodwill, patented technology and non-patented technology.
1) Land use right
There are four ways to dispose of the land related to the business assets of the enterprise:
A, the enterprise pays the land leasing fee to the land department and obtains the land use right;
B. the enterprise leases from the land department;
C. The controlling shareholder of the enterprise pays the land transfer fee to the land department, and after obtaining the land use right, leases the land to the enterprise for use; (We suggest not renting as much as possible to avoid profit adjustment and increase the difficulty of audit. )
D. the combination of the above three methods.
In principle, the company should obtain complete land use rights. If the land use right is legally obtained from the main sponsor or controlling shareholder by means of lease, the lease term and payment method, as well as the company's priority after expiration, shall be specified.
2) Trademarks and goodwill
According to the requirements of China Securities Regulatory Commission, when a joint-stock company is established, trademarks related to its business must enter the joint-stock company. If the trademark is in the controlling shareholder's place when the enterprise is restructured, the controlling shareholder shall transfer the trademark and goodwill to the limited company free of charge, and shall not share the trademark and goodwill at a fixed price. (In principle, following the assets, the reason why we emphasize free is that the contribution of these intangible assets has been included in the operating performance of the limited company, and without the existing assets of the limited company and the efforts of the management, these intangible assets cannot reflect the value, so separate pricing is suspected of harming the interests of public shareholders in the future. )
3) Industrial property rights and non-patented technology
Different from the treatment of trademarks and goodwill, industrial property rights and non-patented technologies can be transferred to limited companies within a reasonable price range.
The amount of contribution made by the promoters with industrial property rights and non-patented technology at a fixed price shall not exceed 25% of the registered capital of the company.
Conditions for listing on GEM:
1. Basic requirements of the company:
(1) The company to be listed on the Growth Enterprise Market shall be a joint stock limited company established in accordance with the law and continuously operated for more than three years. (Note: If a limited liability company is converted into a joint stock limited company according to the original book net asset value, the time for continuous operation can be calculated from the date of establishment of the limited liability company. )
(2) The registered capital of the company to be listed on the Growth Enterprise Market has been paid in full, and the procedures for the transfer of property rights of the assets contributed by the promoters or shareholders have been completed. There is no major ownership dispute over the main assets of the company to be listed on the GEM.
(3) A company to be listed on the Growth Enterprise Market shall mainly engage in one kind of business, and its production and operation activities shall comply with the provisions of laws, administrative regulations and the articles of association, as well as the national industrial policy and environmental protection policy.
(4) The main business, directors and senior management personnel of the company to be listed on the GEM have not changed significantly in the last two years, and the actual controller has not changed.
2, the company's internal financial situation requirements:
(1) has been making profits continuously in the last two years, and the accumulated net profit in the last two years is not less than10 million yuan, and continues to grow; Or profit in the last year, and the net profit is not less than 5 million yuan, the operating income in the last year is not less than 50 million yuan, and the growth rate of operating income in the last two years is not less than 30%. Net profit is calculated at the lower before and after deducting non-recurring gains and losses; Its net assets before issuance are not less than 20 million yuan; There are no uncompensated losses at the end of the recent period; The total share capital after issuance shall not be less than 30 million yuan.
(2) The company to be listed on GEM should have sustainable profitability (stable business model and product or service variety structure; There is no risk in trademarks, patents and proprietary technologies; There is no customer dependence in the net profit of the latest year. )
(3) Pay taxes according to law, and all tax incentives comply with relevant laws and regulations. There is no serious dependence on tax incentives for the operating performance of companies to be listed on GEM.
(4) There is no major debt risk, and there are no major contingencies such as guarantee, litigation and arbitration that affect the going concern.
3, corporate governance structure requirements:
(1) The company to be listed on the GEM has a sound corporate governance structure, and a sound system of shareholders' meeting, board of directors, board of supervisors, independent directors, secretary of the board of directors and audit committee has been established according to law, and relevant institutions and personnel can perform their duties according to law.
(2) Directors, supervisors and senior managers of companies to be listed on the GEM are aware of the relevant laws and regulations on stock issuance and listing, and know the legal obligations and responsibilities of listed companies and their directors, supervisors and senior managers.
(3) The equity of the company to be listed on the GEM is clear, and there is no major equity dispute between the controlling shareholder and its controlling shareholder or actual controller.
4. The company's internal management requirements:
(1) The company to be listed on the Growth Enterprise Market has complete assets, independent business, personnel, finance and institutions, complete business system, and independent operation ability directly facing the market. There is no horizontal competition with the controlling shareholder, actual controller and other enterprises controlled by them, and there is no related party transaction that seriously affects the independence of the company or is obviously unfair.
(II) Basic Accounting Standards for Listed Companies on the Growth Enterprise Market. The preparation of financial statements conforms to the Accounting Standards for Business Enterprises and relevant accounting systems, and fairly reflects the financial status, operating results and cash flow of listed companies on the Growth Enterprise Market in all major aspects. Certified public accountants have issued unqualified audit reports.
(3) The company to be listed on the GEM has a strict fund management system, and there is no situation that the funds are occupied by the controlling shareholder, actual controller and other enterprises controlled by them through borrowing, paying off debts, paying in advance or other means.
(4) The internal control system of the company to be listed on the GEM is sound and effectively implemented, which can reasonably guarantee the reliability of the company's financial report, the legality of production and operation, the efficiency and effectiveness of operation, and the certified public accountant will issue an unqualified internal control verification report.
(5) The articles of association of the company to be listed on the Growth Enterprise Market have clearly stipulated the examination and approval authority and review procedures for external guarantees, and there is no illegal guarantee for controlling shareholders, actual controllers and other enterprises controlled by them.
(6) The directors, supervisors and senior managers of the company to be listed on the Growth Enterprise Market meet the qualifications prescribed by laws, administrative regulations and rules, and there are no following circumstances:
(1) the measures taken by the China Securities Regulatory Commission to ban the securities market are still in the ban period;
(2) Being punished by the China Securities Regulatory Commission in the last three years, or being publicly condemned by the stock exchange in the last year;
③ There is no clear conclusion that the case was investigated by the judicial authorities for suspected crimes or by the China Securities Regulatory Commission for suspected violations of laws and regulations.
(7) The company to be listed on the Growth Enterprise Market has not committed any major illegal acts that have harmed the legitimate rights and interests of investors and the public interests in the last three years. In the last three years, the company and its shareholders who intend to go to the GEM have not publicly issued securities without the approval of the statutory authorities, or the relevant illegal acts occurred three years ago, but they are still in a continuous state.
(8) The funds raised by the company to be listed on the GEM should be clearly used and applied to its main business. The amount of funds raised and investment projects should be compatible with the existing production and operation scale, financial situation, technical level and management ability of the company to be listed on the GEM.
(9) The company to be listed shall establish a special storage system for raised funds, and the raised funds shall be deposited in a special account decided by the board of directors.