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First, the concept of A shares and B shares
A-shares, that is, RMB ordinary shares, are ordinary shares issued by companies registered in China and listed in China and priced in RMB for domestic institutions, organizations or individuals (Hong Kong, Macao and Taiwan residents can open A-share accounts from April 13) to subscribe and trade in RMB.
The English letter A has no practical significance, but is only used to distinguish ordinary RMB stocks from special RMB stocks.
A shares are not physical shares. Electronic recording, paperless, implementation of "T+ 1" delivery system, price limit (10%). The participating investors are Chinese mainland institutions or individuals. The stocks of listed companies in China include A shares, B shares, H shares, N shares and S shares.
The official name of B shares is RMB special shares. It is a foreign-funded stock denominated in RMB, subscribed and traded in foreign currency, and listed and traded in China (Shanghai, Shenzhen) Stock Exchange. B-share companies are registered and listed in China.
Second, the difference between A shares and B shares
1, different categories: A shares are RMB paid-in shares issued by listed companies; B shares are shares issued by listed companies and paid in foreign currency.
2. The A-share trading markets are Shanghai Stock Exchange and Shenzhen Stock Exchange; The only B shares traded in US dollars are the Shanghai Stock Exchange, and the only B shares traded in Hong Kong dollars are the Shenzhen Stock Exchange.
3.a shares are stocks that both domestic individuals and enterprises can invest and trade; B shares can be domestic individuals or institutions holding foreign exchange cash or cash, overseas individuals and institutions, or domestic individuals and institutions holding foreign exchange abroad.
4. Generally, the transaction fee of A shares is 0.2%-0.3%, while B shares will pay about 1%.
5. Dividends are calculated in different ways. Generally, dividends of A-share stocks are paid in RMB. B shares are generally calculated according to international accounting standards, and converted into foreign exchange at a certain exchange rate for payment to shareholders.
Three. A-share listing conditions
(1) Qualification requirements
1. The issuer shall be a company limited by shares established and existing according to law. With the approval of the State Council, when a limited liability company is changed into a joint stock limited company according to law, it may offer shares to the public by way of establishment.
2. Since the establishment of a joint stock limited company, the issuer shall continue to operate for more than 3 years, unless it is approved by the State Council. Where 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.
3. The issuer's registered capital has been paid in full, the procedures for the transfer of property rights of assets contributed by the promoters or shareholders have been completed, and there is no major ownership dispute over the issuer's main assets.
4. The production and operation of the issuer comply with the provisions of laws, administrative regulations and the articles of association, and conform to the national industrial policy.
5. The issuer's main business, directors and senior management personnel have not changed significantly within three years, and the actual controller has not changed.
6. The issuer's equity is clear, and there is no major ownership dispute between the controlling shareholder and its controlling shareholder and the actual controller.
(2) Independent requirements
1. The issuer shall have a complete business system and the ability to directly face the market and operate independently.
2. The issuer's assets are complete: production enterprises should have production systems, auxiliary production systems and supporting facilities related to production and operation, legally own the ownership or use rights of land, factories, machinery and equipment, trademarks, patents and non-patented technologies related to production and operation, and have independent raw material procurement and product sales systems; Non-productive enterprises should have business systems and related assets related to operations.
3. Personnel independence of the issuer: the general manager, deputy general manager, financial controller, secretary of the board of directors and other senior management personnel of the issuer shall not hold other positions except directors and supervisors in the controlling shareholder, actual controller and other enterprises controlled by them, and shall not receive remuneration from the controlling shareholder, actual controller and other enterprises controlled by them; The issuer's financial personnel shall not work part-time in the controlling shareholder, actual controller and other enterprises controlled by them.
4. The issuer's financial independence: the issuer shall establish an independent financial accounting system, be able to make financial decisions independently, and have a standardized financial accounting system and a financial management system for branches and subsidiaries; The issuer shall not share the bank account with the controlling shareholder, actual controller and other enterprises under its control.
5. Institutional independence of the issuer: the issuer shall establish and improve its internal management organization, exercise its management authority independently, and there is no institutional confusion with the controlling shareholder, actual controller and other enterprises controlled by it.
6. Business independence of the issuer: The issuer's business should be independent of the controlling shareholder, actual controller and other enterprises controlled by it, and there is no horizontal competition or obviously unfair related transactions with the controlling shareholder, actual controller and other enterprises controlled by it.
7. The issuer has no other serious independence defects.
(3) standardized operation
1. The issuer has established and improved the system of shareholders' meeting, board of directors, board of supervisors, independent directors and secretary of the board of directors according to law, and relevant institutions and personnel can perform their duties according to law.
2. The directors, supervisors and senior managers of the issuer have already understood the laws and regulations related to the stock issuance and listing, and know the legal obligations and responsibilities of the listed company and its directors, supervisors and senior managers.
3. The directors, supervisors and senior managers of the issuer meet the qualifications prescribed by laws, administrative regulations and rules, and may not have the following circumstances: they are still banned from the securities market by the China Securities Regulatory Commission; Being punished by the China Securities Regulatory Commission within the current 36 months, or being publicly condemned by the stock exchange within the current 12 months; 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.
4. The issuer's internal control system is sound and effectively implemented, which can reasonably ensure the reliability of financial reports, the legality of production and operation, and the efficiency and effectiveness of operation.
5. The issuer's articles of association have clearly defined the approval authority and review procedures for external guarantees, and there is no violation of guarantees for controlling shareholders, actual controllers and other enterprises controlled by them.
6. The issuer has a strict fund management system, and the funds shall not be occupied by the controlling shareholders, actual controllers and other enterprises controlled by them by borrowing, paying off debts, paying in advance or other means.
(4) Financial indicators
1. The net profit in the current three fiscal years is positive, with a cumulative amount of over 30 million yuan. Net profit is calculated at the lower before and after deducting non-recurring gains and losses.
2. The net cash flow generated by operating activities in the current three fiscal years has accumulated more than RMB 50 million; Or the accumulated operating income in the current three fiscal years exceeds 300 million yuan.
3. The total share capital before issuance shall not be less than RMB 30 million.
4 intangible assets at the end of the period (excluding land use rights, breeding rights, mining rights, etc.). ) accounts for no more than 20% of net assets.
5. There is no uncompensated loss at the end of this period.
Four. B-share listing conditions
1. Conditions for raising and establishing a company to issue domestic listed foreign shares (B shares):
The use of raised funds conforms to the national industrial policy; Comply with the provisions of the state on the establishment of fixed assets investment projects; Comply with the provisions of the state on the utilization of foreign capital; The total share capital subscribed by the promoters shall not be less than 35% of the total share capital to be issued by the company; The total investment of the promoters shall not be less than RMB 654.38+0.5 billion; The shares to be publicly issued to the public account for more than 25% of the total shares of the company; If the total share capital to be issued exceeds 400 million yuan, the proportion of shares to be issued to the society will reach more than 65,438+05%; The original enterprise that reorganized and established the company or the state-owned enterprise that is the main sponsor of the company has no major illegal acts in the last three years; The original enterprise that reorganized and established the company or the state-owned enterprise that is the main sponsor of the company has made profits continuously in the last three years.
2. An established joint stock limited company applying for issuing B shares by increasing its capital shall meet the following conditions:
The use of raised funds conforms to the national industrial policy; Comply with the provisions of the state on the establishment of fixed assets investment projects; Comply with the provisions of the state on the utilization of foreign capital; The shares previously issued by the company have been fully raised, and the purpose of the funds obtained is consistent with the purpose determined at the time of issuance, and the use efficiency of funds is good; The total net assets of the company shall not be less than RMB 654.38+0.5 billion; The company has no major illegal acts during the period from the previous issuance of shares to this application; The company has made continuous profits in the last three years; Companies established by the original enterprise reorganization or state-owned enterprises as the main sponsors can be counted continuously.
3. A domestic listed foreign-funded joint-stock company shall meet the following conditions for increasing its capital and issuing B shares:
1) has a perfect corporate governance structure, and it is separated from the legal person or other organizations and other affiliated enterprises that have actual control over it in terms of personnel, assets and finance, so as to ensure the personnel, financial independence and asset integrity of listed companies.
2) The articles of association of the company comply with the provisions of the Company Law and the Guidelines for Articles of Association of Listed Companies.
3) The notice, convening method, voting method and resolution of the shareholders' meeting comply with the Company Law and relevant regulations.
4) The use of the funds raised in this IPO is in line with the provisions of the national industrial policy.
5) In principle, the amount of funds raised by this initial public offering shall not exceed the amount of funds required for the proposed investment project approved by the company's shareholders' meeting.
6) There is no situation that funds and assets are occupied by individuals, legal persons or other organizations with actual control rights and their affiliates, or other major related party transactions that harm the interests of the company.
7) If the company has any major purchase or sale of assets, it shall comply with the relevant regulations of China Securities Regulatory Commission.
(eight) other requirements stipulated by the China Securities Regulatory Commission.