As far as the current situation is concerned, there is no difference in procedures between the transfer of the new third board listed company and the company's direct IPO. The "green channel" of the turntable that was hotly discussed before has not yet been introduced. In view of the large number of enterprises queuing in IPO channel of ordinary enterprises, the launch of "green channel" will greatly accelerate the listing efficiency of new third board enterprises. As far as the current situation is concerned, the "green channel" is imminent.
If you can't wait for the green channel, then the operation and requirements are the same as those of ordinary corporate IPOs. It should be noted that before applying for the listing of the main board, the listed company of the New Third Board shall apply to the National Stock Transfer System Company for suspension of share transfer. If relevant institutions (such as CSRC and stock exchange) approve the listing of the main board, the National Stock Transfer Company will suspend the listing of your company's New Third Board.
I hope my answer can help you!
How to apply for listing on the New Third Board, application conditions and relevant regulations.
A non-listed company applying for listing its shares in the agency system must meet the following conditions:
1 lasted for two years. If a 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 establishment of the limited liability company;
2, the main business is outstanding, with the ability to continue to operate;
3. The corporate governance structure is sound and the operation is standardized;
4. The issuance and transfer of shares are legal and compliant;
5. Obtain the confirmation letter of the pilot qualification for the transfer of listed shares of unlisted companies issued by Beijing * * * * People's Daily;
The confirmation letter of the company's application for the pilot qualification of share quotation transfer must be Zhongguancun high-tech enterprise. According to the Administrative Measures for the Identification of High-tech Enterprises and the Guidelines for the Identification of High-tech Enterprises, a high-tech enterprise refers to a resident enterprise that has been registered in China (excluding Hong Kong, Macao and Taiwan) for more than one year and has formed its core independent intellectual property rights through continuous research and development and transformation of technological achievements. The identification of high-tech enterprises shall meet the following conditions:
(1) Enterprises registered in China (excluding Hong Kong, Macao and Taiwan) have owned independent intellectual property rights for the core technology of their main products (services) for more than five years in the past three years through independent research and development, transfer, donation, merger or exclusive licensing;
(2) The product (service) falls within the scope stipulated in the high-tech field supported by the state;
(3) Scientific and technical personnel with college degree or above accounted for more than 30% of the total employees of the enterprise in that year, among which R&D personnel accounted for more than 10% of the total employees of the enterprise in that year;
(4) In order to acquire new scientific and technological knowledge (except humanities and social sciences), creatively apply new scientific and technological knowledge, or substantially improve technology and products (services), the enterprise continues to carry out research and development activities, and the proportion of total research and development expenses to total sales revenue in the last three fiscal years meets the following requirements:
(1) the proportion of enterprises with sales income of less than 50 million yuan in the latest year is not less than 6%;
(2) The proportion of enterprises with sales income of 50 million yuan to 200 million yuan in the latest year is not less than 4%;
(3) The proportion of enterprises with sales income of more than 200 million yuan in the last year shall not be less than 3%.
Among them, the total R&D expenses incurred by enterprises in China are not less than 60% of the total R&D expenses. If the enterprise has been registered for less than three years, it shall be calculated according to the actual operating years;
(5) The income from high-tech products (services) accounts for more than 60% of the total income of the enterprise in that year;
(six) the level of enterprise R&D organization and management, the ability to transform scientific and technological achievements, the number of independent intellectual property rights, sales and total assets growth and other indicators meet the requirements of the "Guidelines for the Administration of Identification of High-tech Enterprises".
6. Other conditions required by the Association.
How do enterprises declare the New Third Board? Does anyone know this song? First of all, enterprises must meet the conditions of the New Third Board, and then see if the location of enterprises can be listed on the New Third Board.
Finally, find an agent to help you with the next process. You can ask Zhong Guowei for help. Zhongke service is very good. Last time, my friend was too busy with information to run. After all, he should be very busy as a big boss, and then Zhongke will help him run for the people there, saving effort and worry.
How the New Third Board enterprises embark on the road of reengineering: In the short term, due to the macroeconomic environment, the entire capital market has cooled down since July and August last year, and the market has become colder. Affected by this, although the stratification of the New Third Board is a major positive, the market is weak and the corresponding response is not very strong. Indicators such as three-board market making, three-board index and three-board turnover have not increased correspondingly, and the overall liquidity of the market has not changed much. However, the prices of some enterprises that have not gone to the innovation level, such as Zhongsou.com and Jindalai, have decreased recently, indicating that capital is still sensitive to the innovation level.
In the long run, we believe that stratification will be the starting point for the differentiation of the New Third Board. In the future, under the guidance of policies, some high-quality enterprises will be screened out in the market, and then institutional innovation and other innovations will be carried out. Therefore, the future multi-level is inevitable. The liquidity of the New Third Board will also continue to increase under the policy dividend and market choice.
How do enterprises outside Zhongguancun Park declare that the New Third Board is a Beijing enterprise? If it is a Beijing enterprise, it needs to move its registered place to Zhongguancun Park in Beijing. If it is not an enterprise in Beijing, it depends on which park the enterprise is in. Now Wuhan East Lake, Shanghai Zhangjiang and Tianjin Binhai Park have all been expanded, and enterprises in these three parks can be listed on the New Third Board. In other parks that have not been expanded, many enterprises are doing preparatory work, such as sorting out problems, share reform, and brokerage core, waiting for the expansion of the park. If you feel that it is not detailed, you can call Baoying Law Firm, which has successfully listed the New Third Board for 17 enterprises, including those in Beijing, Tianjin and Shanghai. In other parks without expansion, more than 40 contracted customers of Baoying have rich experience in the New Third Board market.
How do e-commerce companies embark on the road of the New Third Board? Cross-border electronic commerce refers to an international business activity in which transaction subjects belonging to different countries electronically display, negotiate and conclude traditional import and export trade through e-commerce, and deliver goods and complete transactions through cross-border logistics and remote storage. Cross-border e-commerce has greatly shortened the supply chain of traditional foreign trade, saved the cost of multiple intermediate links between buyers and sellers, and broadened overseas marketing channels. Its advantages in resource allocation and efficiency improvement have been widely recognized.
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The Present Situation and Development of China cross-border electronic commerce Industry —— Trillion New "Cake"
(A) China cross-border electronic commerce industry status.
1. cross-border electronic commerce's transaction scale continues to expand, accounting for an increasing proportion in China's import and export trade. Statistics from the National Bureau of Statistics show that the scale of cross-border e-commerce transactions increased from 65,438+0.3 trillion in 2065,438+05 to 5.2 trillion in 2065,438+05, and the proportion of cross-border e-commerce in import and export trade increased from 6.3% in 65,438+00 to 65,438+in 65,438+05. According to estimates by the Ministry of Commerce, the scale of cross-border e-commerce transactions in China will increase from 1.3 trillion yuan in 20 16 years to 6.5 trillion yuan, accounting for 19% of the total foreign trade, with an average annual growth rate of nearly 30%.
2. From the perspective of import and export structure, exporting cross-border e-commerce is still the protagonist of cross-border e-commerce, and cross-border e-commerce exports account for nearly 90%. In 20 14, China's cross-border e-commerce exports accounted for 86.7%, and imports accounted for 13.3%. In the first half of 20 15, China's cross-border e-commerce exports accounted for 84.8%, and imports accounted for 15.2%. In terms of cross-border import, with the gradual opening of the online shopping market and the formation of consumers' online shopping habits, there is a lot of room for the development of imported e-commerce in the future. It is expected that the import share of cross-border e-commerce will gradually increase in the next few years. In terms of cross-border e-commerce exports, the scale of export e-commerce has increased year by year. With the country's dual policy support for "internet plus" and goods export, as well as the continuous upgrading of logistics facilities and cross-border payment methods, the scale of export e-commerce will continue to grow.
3. From the business operation mode, cross-border e-commerce can be divided into cross-border commerce (B2B) and cross-border retail (B2C, C2C). Among them, foreign trade B2B plays a leading role in cross-border e-commerce, and cross-border retail (B2C, C2C) plays a secondary role. From the 20 14 cross-border e-commerce transaction mode in China, the proportion of B2B transactions in cross-border e-commerce in China reached 92.4%, occupying an absolute advantage. It is estimated that the proportion of B2B transactions of cross-border e-commerce in China will still reach about 89% in 20 17.
(II) Future development trend of cross-border e-commerce industry
1. Under the trend of economic globalization, with the development of the world economy, the enhancement of international per capita purchasing power, the improvement of Internet penetration rate and the progress of logistics level, cross-border trade, especially cross-border electronic commerce trade, will be greatly promoted. According to the previous forecast of iResearch, the scale of cross-border e-commerce in China will reach 8 trillion in 20 17, with a compound growth rate of 26%, and the industry will still be in a high-speed growth stage.
2. Under the background of the rapid economic development of "Belt and Road" and "internet plus", cross-border electronic commerce has ushered in an outbreak of favorable policies. The the State Council executive meeting held on July 15, 2065438 deployed six specific measures to promote foreign trade, which can be summarized as two aspects: reducing the burden on foreign trade enterprises and improving customs clearance efficiency. In particular, the last new business model that strongly supports foreign trade is particularly conducive to the development of cross-border e-commerce. On June 15 and 10, the State Council issued "Guiding Opinions on Promoting the Healthy and Rapid Development of cross-border electronic commerce", emphasizing the promotion of the healthy and rapid development of cross-border electronic commerce and the use of "internet plus's foreign trade" to achieve excellent entry and exit, which is conducive to expanding consumption, promoting the development and upgrading of the open economy and creating new economic growth points. On this basis, the state has also introduced more preferential tax policies to encourage commodity exports.
The capital operation of cross-border e-commerce enterprises is 20 15, and the cross-border e-commerce capital operation is more and more frequent, mainly reflected in the A-share market and the listing of the New Third Board. A-share listed companies have developed suite business in the cross-border e-commerce field through frequent investment mergers and acquisitions. The concept of cross-border e-commerce is sought after by investors in the A-share market. In addition to the A-share market, many cross-border e-commerce companies have emerged in the New Third Board. 2065438+September 2005, Guangzhou Baishitai became the first export cross-border e-commerce enterprise to land on the New Third Board. 20 15 1 1, Wuxi zeshang, which specializes in clothing, and Shenzhen aoji, which specializes in 3C electronic products, also landed on the New Third Board. 20 15 12, Baby Grid became the first imported cross-border e-commerce enterprise to land on the New Third Board. Whether it is the investment merger and acquisition in the A-share market or the listing of the New Third Board, it provides rich financing channels for cross-border e-commerce enterprises. In the future of increasingly fierce competition in the industry, capital will undoubtedly become a magic weapon for enterprises to stand out.
Three cross-border e-commerce New Third Board listing specific questions feedback and reply points summary
With the development of cross-border e-commerce trade, more and more cross-border e-commerce enterprises hope to enter the capital market and participate in capital operation. Because the New Third Board is more friendly to innovative enterprises, and the listing review process is faster than the traditional IPO process, listing in the New Third Board market has become the first choice for cross-border e-commerce enterprises to enter the capital market and quickly open financing channels. According to the characteristics of cross-border e-commerce industry and the audit ideas of the New Third Board listing audit institutions, the main points of our lawyers' feedback and reply to the unique problems in the process of cross-border e-commerce enterprises' new third board listing audit are summarized and analyzed as follows.
With the development of cross-border e-commerce trade, more and more cross-border e-commerce enterprises hope to enter the capital market and participate in capital operation. Because the New Third Board is more friendly to innovative enterprises, and the listing review process is faster than the traditional IPO process, listing in the New Third Board market has become the first choice for cross-border e-commerce enterprises to enter the capital market and quickly open financing channels. According to the characteristics of cross-border e-commerce industry and the audit ideas of the New Third Board listing audit institutions, the main points of our lawyers' feedback and reply to the unique problems in the process of cross-border e-commerce enterprises' new third board listing audit are summarized and analyzed as follows.
(a) the key issues and key points of the relevant industries and industrial policies
1. Please ask the lawyer to check the following matters and give a clear opinion: (1) Whether the company's business meets the requirements of the national industrial policy, and whether it belongs to the industry or business whose development is restricted by the national industrial policy; (2) If it is a foreign-invested enterprise, whether it meets the requirements of the Industrial Catalogue of Foreign-invested Enterprises or other policy norms; (3) Analyze the risks of industrial policy changes.
Key points of reply:
(1) Since cross-border e-commerce involves different industries, according to the Guiding Catalogue of Industrial Structure Adjustment (20 1 1 Edition) issued by the National Development and Reform Commission (revised on 20 13), after analyzing the specific business scope and industries engaged by cross-border e-commerce enterprises, it is judged whether the company's business belongs to the restricted and eliminated industries in the catalogue.
(2) Judge whether the company is a foreign-invested enterprise by checking the company's industrial and commercial files, logging into the national enterprise credit information publicity system, and asking the company's management.
(3) Relevant policies recently promulgated by the state to promote the development of cross-border electronic commerce include Guiding Opinions of General Office of the State Council on Promoting the Healthy and Rapid Development of cross-border electronic commerce, internet plus Circulation Action Plan and the State Council's Opinions on Accelerating the Cultivation of New Advantages in Foreign Trade Competition. The company's industry is encouraged by the state, so the industrial policy will not change adversely in a certain period of time.
(2) Key questions about the qualifications required for cross-border e-commerce operation and key points for reply.
1. Ask the lawyer to check whether the company and its subsidiaries have all the qualifications, licenses and certifications required for business operation; Whether there is over-qualification and over-range operation; Whether there is the risk of non-renewal and the impact on the company's continuing operation.
Key points of reply:
1.( 1) The qualification certificates required by the company to engage in cross-border electronic commerce are: People's Republic of China (PRC) and China telecom and information service business licenses; Registration certificate of customs declaration unit; Registration form for filing foreign trade operators; Various qualification certificates required by specific industries engaged in cross-border e-commerce. (2) after checking the qualifications, if there is no expiration or expiration, it can be clearly stated. If it has expired, it will gradually explain the conditions that need to be met during the renewal process and the materials that the applicant needs to provide according to laws, regulations and normative documents; It is clear that the company meets the requirements of relevant regulations, relevant materials have been submitted, and replacement procedures are being handled.
(3) Key questions about subsidiaries and their operations and key points to answer.
1.( 1) The company is requested to disclose the business division and cooperation mode with subsidiaries, and how to effectively control subsidiaries and their assets, personnel, business and income in combination with the company's equity status, decision-making mechanism, company system and profit distribution mode. Ask a lawyer to express his opinion. (2) Ask the lawyer to check the legal and standardized operation of the subsidiaries during the reporting period, and give a clear opinion.
Key points of reply:
1.( 1) Understand the business division and cooperation mode between the company and its subsidiaries through interviews and consultation agreements. By consulting the business license, articles of association and other industrial and commercial registration files and financial management systems of subsidiaries, we can judge whether the company can effectively control subsidiaries and their assets, personnel, business and income. (2) To judge whether the subsidiaries operate legally and legally during the reporting period, it is necessary to verify the following aspects: whether the subsidiaries have obtained various qualification certificates for operating the main business; Whether the subsidiary has obtained the compliance certificate issued by the competent administrative authority; Check whether there are unresolved or foreseeable major litigation, arbitration and administrative punishment cases in subsidiaries by consulting websites such as China Judgment Document Network and China Executive Information Open Network; If the company has overseas subsidiaries, it needs to hire a local law firm to issue a legal opinion to judge whether the overseas subsidiaries operate legally and in compliance during the reporting period, and whether there are closed litigation, unresolved or foreseeable litigation, arbitration, administrative punishment cases and other foreseeable reasons for terminating business in the future.
(4) Key questions and reply points about the establishment and operation of overseas subsidiaries.
1. During the reporting period, the company established three new overseas subsidiaries. Please ask the sponsoring brokerage firms and lawyers to make further supplementary verification on the company establishment procedures and express their clear opinions on the following matters: (1) Whether the establishment of subsidiaries conforms to the regulations and standard documents formulated by the commercial department at that time; (2) Whether the establishment of the subsidiary has fulfilled the necessary examination and approval procedures, and whether it is legal and compliant.
Key points of reply:
1.( 1) Check the relevant regulations and normative documents of the commercial department on the establishment of overseas companies when the subsidiary is established, and judge whether the establishment of the subsidiary conforms to the regulations and normative documents formulated by the commercial department at that time. (2) According to the current legal requirements, companies that set up subsidiaries overseas need to obtain the Certificate of Overseas Investment of Enterprises issued by the Ministry of Commerce and the Certificate of Industrial and Commercial Registration issued by the foreign exchange bureau.
(V) Key questions about overseas sales and revenue carry-over and key points for reply.
1. Please ask the sponsoring brokers and lawyers to check whether the company's overseas sales and income carry-over are legal and compliant, whether there is external circulation of funds, whether there is misappropriation of company funds, whether relevant follow-up normative measures have been formulated, and express their opinions.
2. Please ask the sponsoring brokers and lawyers to check whether the personal card of the company meets the listing conditions of "legal and standardized operation" and express their opinions.
Key points of reply:
1.( 1) Inquire about the specific process of transferring the company's overseas sales revenue to China. Check whether the company's transactions have fulfilled the formalities of customs declaration and foreign exchange settlement, and whether they comply with relevant laws and regulations. (2) If the company has a third-party payment platform account with personal information to collect money, it is necessary to verify the collection process of the company's personal account and whether the company has established a good fund management system to ensure that there is no confusion between personal funds and external circulation of funds.
2. If the company's personal card meets the requirements of legal and compliant operation, it shall meet the following conditions: the existence of personal card is reasonable; The company has formulated strict and effective monitoring measures to ensure that funds flow into the company account and prevent funds from circulating outside the account; The income transferred from the personal card to the company has been taxed according to law.
(six) the key questions about environmental protection and the main points of reply.
1. In combination with the provisions of "Answers to the Listing Business of the National Small and Medium-sized Enterprise Share Transfer System-Answers to Some Questions on the Application of Listing Conditions (I)", it is necessary to supplement and verify whether the company's environmental protection meets the relevant conditions and check the company's environmental protection laws and regulations.
Key points of reply:
1.( 1) According to the current effective environmental protection normative documents, the cross-border e-commerce industry does not belong to the heavily polluted industry defined in the environmental protection management normative documents. (2) If the company is only engaged in foreign trade import and export business, there is no need to go through relevant EIA procedures. Companies engaged in dual business of production and foreign trade import and export need to go through EIA procedures and pollutant discharge permits in accordance with the requirements of corresponding environmental protection normative documents. (3) The Company abides by the relevant provisions of current laws, regulations and normative documents on environmental protection, and there is no case of being punished for violating relevant laws, regulations and normative documents on environmental protection within 24 months.
How to find a new third board enterprise can go to the local industrial park or science park and other units to find out, or find a list to visit the financial director and boss of the enterprise one by one. Generally speaking, it is best for new third board enterprises to find enterprises with core technologies, patents and intellectual property rights. Such enterprises have objective development prospects and are easy to attract venture capital. Enterprises themselves understand this truth and are relatively willing to take the road of listing.
How to activate the "zombie" enterprise of the New Third Board (1). Market makers do not act. Market makers do not attach importance to market-making business, regard market-making business as equity investment, and only do shareholders without trading. The declared bid-ask difference is too big to close the deal.
(2) There is no difference between the shareholder cost and the expectation, mainly because the shareholder cost is similar, there is no ladder, and everyone's expectation of the company is similar.
(3) The number of tradable shares and shareholders is too small. The company's share reform is less than one year, and there are too few outstanding shares. Only market makers trade with several secondary market investors.
How to say hello to M&A new three-board enterprises? The following five questions should be handled well in the process of M&A:
First of all, the M&A goal conforms to the M&A strategy of the enterprise and matches itself in business model.
Second, the goal of M&A should be legal and compliant.
Third, the performance forecast of the target enterprise should be reasonable.
Fourth, design the transaction structure reasonably. Unreasonable transaction structure will lead to transaction failure or endless troubles.
Fifth, we should grasp the rhythm and methods of transaction negotiation. Some enterprises have problems in the way of negotiation, which leads to the two sides breaking up in discord.
If you can give detailed information, you can give a more detailed answer.
Our high-tech zone is not a pilot of the New Third Board. Can enterprises in our region apply for listing on the New Third Board? Enterprises that are not in the pilot can not apply for listing on the New Third Board for the time being. Either wait for the pilot area to expand or change the registration place; If the company's qualifications are better, we can consider introducing equity investment or issuing private debt first, and then listing directly on the Growth Enterprise Market.