Qualification requirements
1. The issuer shall be a legally established and legally existing joint stock limited company. 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 publicly issue shares by offering and 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 by converting its shares into shares according to the original book net asset value, the time for continuous operation can be calculated from the date when the limited liability company is established.
3. The registered capital of the issuer has been paid in full, the procedures for transferring the property rights of the 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 the shareholders controlled by the controlling shareholder and the actual controller. ?
independence requirements
1. An issuer shall have a complete business system and the ability to operate independently directly facing the market.
2. the issuer's assets are complete: a production-oriented enterprise 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 an independent raw material procurement and product sales system; 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 and secretary of the board of directors and other senior management personnel of the issuer shall not hold any positions other than directors and supervisors in the controlling shareholder, actual controller and other enterprises controlled by them, and shall not be paid in the controlling shareholder, actual controller and other enterprises controlled by them; The issuer's financial personnel shall not hold part-time jobs in the controlling shareholders, actual controllers and other enterprises controlled by them.
4. financial independence of the issuer: the issuer should 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 use bank accounts with the controlling shareholders, actual controllers and other enterprises controlled by them.
5. Institutional independence of the issuer: The issuer shall establish and improve its internal management organization, exercise its management authority independently, and there shall be no institutional confusion with the controlling shareholder, actual controller and other enterprises controlled by it.
6. business independence of the issuer: the business of the issuer shall be independent of the controlling shareholder, actual controller and other enterprises controlled by it, and there shall be no horizontal competition or related transactions in obviously unfair with the controlling shareholder, actual controller and other enterprises controlled by it.
7. The issuer shall not have other serious defects in independence.
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 are aware of the legal obligations and responsibilities of listed companies and their directors, supervisors and senior managers.
3. The directors, supervisors and senior managers of the issuer meet the qualifications stipulated by laws, administrative regulations and rules, and shall 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 has been investigated by judicial organs for suspected crimes or by 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 illegal guarantee 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 shareholder, actual controller and other enterprises controlled by them by borrowing, paying off debts, paying in advance or other means.
financial indicators
1. The net profit of the current three fiscal years is positive and accumulated over RMB 3 million. The net profit is calculated based on the lower before and after deducting non-recurring gains and losses.
2. The accumulated net cash flow generated by operating activities in the current three fiscal years exceeds RMB 5 million; Or the accumulated operating income in the current three fiscal years exceeds RMB 3 million.
3. The total share capital before issuance is not less than RMB 3 million.
4. At the end of the current period, intangible assets (after deducting land use rights, aquaculture rights and mining rights, etc.) account for no more than 2% of net assets.
5. There is no uncompensated loss at the end of the current period.
Extended information:
Differences in stocks
According to the different places where stocks are listed and the investors they face, the stocks of listed companies in China are divided into A shares, B shares and H shares. The official name of A shares is RMB ordinary shares, which are issued by companies registered in China, listed in China, and denominated in RMB for individuals and institutions in China (excluding Hong Kong, Macao and Taiwan) to trade and subscribe in RMB. ?
on November 5, 25, the CSRC and the people's bank of China jointly issued the interim measures for the administration of domestic securities of qualified foreign institutional investors, allowing qualified foreign institutions approved by the CSRC and the state administration of foreign exchange to invest in a shares.
H shares are listed on the hong kong stock market. Trade in Hong Kong dollars.
the official name of b shares is RMB special shares. It is denominated in RMB, subscribed and traded in foreign currency, and listed and traded on domestic (Shanghai, Shenzhen) stock exchanges.
its investors are limited to: foreign natural persons, legal persons and other organizations, natural persons, legal persons and other organizations in Hongkong, Macau and Taiwan Province, China citizens who have settled abroad, and other investors as stipulated by the China Securities Regulatory Commission.
At present, the investors of B shares are mainly institutional investors in the above categories. B-share companies are registered and listed in China, but investors are overseas or in China, Hongkong, Macau and Taiwan Province.
The difference between them is that A-shares, B-shares and H-shares are priced differently, and mainland investors do not have the conditions to speculate on H-shares. Before 21, investors in B shares were restricted to foreigners, and after 21, domestic individual residents were allowed to invest in B shares.
In addition, it is worth mentioning that the B shares listed in Shanghai Stock Exchange are denominated in US dollars, while the B shares listed in Shenzhen Stock Exchange are denominated in Hong Kong dollars, so the share prices of the two cities are quite different. If the US dollars and Hong Kong dollars are converted into RMB, we will know that the share prices of the two places are basically the same. It is not standardized to classify stocks by letters. According to the requirements of China Securities Regulatory Commission, stock abbreviations must be unified and standardized.
it is believed that with the further development of China's stock market, the titles of A shares, B shares and H shares will become history.
Reference: Baidu Encyclopedia ---A shares