The basic process of enterprise listing
Generally speaking, enterprises wishing to go public in the domestic securities market must go through three phases of comprehensive assessment, standardized restructuring, and formal start-up, with the main contents of the work as follows:
First phase Comprehensive assessment of the enterprise prior to going public
Enterprise listing is a complex financial engineering and systematic work, compared with the traditional project investment. Compared with traditional project investment, it also needs to go through the process of pre-demonstration, organization and implementation and post-period evaluation; and it also faces the choice of whether to go public in the capital market, in which market to go public, and the path to go public. When listing in different markets, enterprises should do different work, channels and risks. Only after a comprehensive evaluation of the enterprise can we ensure that the proposed listing enterprise can carry out the correct operation with controllable costs and risks. For enterprises, it is also costly to organize and mobilize a large number of people, and to mobilize the strength and resources of all parties to carry out the work. Therefore, in order to ensure the success of the listing, the enterprise will firstly analyze the above issues comprehensively, study them thoroughly, come up with opinions prudently, and launch the work of the listing team comprehensively only after getting clear answers.
The second phase of internal standardization and reorganization
The key issues involved in the initial listing of an enterprise are hundreds of issues, especially in the specific environment of China's current private enterprises are generally many financial, tax, legal, corporate governance, historical history and other historical legacy issues, and many of these issues are difficult to deal with at a later stage. On the basis of the completion of the preliminary assessment, and in the listing of financial advisers with the assistance of a planned, step-by-step approach to deal with some of the issues in advance is very important, through this work, but also to enhance the sponsor, strategic shareholders, other intermediaries and regulators of the company's confidence.
The third stage of the official launch of the listing work
Once the enterprise determines the listing objectives, it will begin to enter the listing of the external work of the operational phase, which mainly includes: selection and recruitment of relevant intermediaries, shareholding reform, auditing and legal investigations, brokerage firms to counseling, the issuance of the declaration, the issue and the listing, and so on. As the listing work involves five or six external intermediary service organizations working at the same time, the personnel involves dozens of people. Therefore, the organization and coordination is difficult to be quite large, and need to be well coordinated by many parties.
To be listed on the enterprise pre-integration due diligence checklist Part I The basic situation of the company 1 restructuring and establishment. Approval documents, capital verification report, evaluation report when the enterprise was established (if it is a state-owned enterprise restructuring and establishment, it should also provide the restructuring program, divestiture program, the basic situation of the surviving enterprises). 2 Company history. The company's articles of association at the time of establishment, successive amendments to the articles of association, the latest articles of association and business license after annual inspection, successive changes in the registered capital or equity structure of the capital verification certificate. 3 promoters, shareholders capital contribution. Contributions in place in a timely manner, whether the mode of capital contribution is legal, whether there is inaccurate capital contribution, false capital contribution, capital assets (housing, land, vehicles, trademarks, patents, etc.) of the property rights of the transfer, in kind, intellectual property rights, land use rights, and other non-cash assets contributed to the asset valuation report on the high-tech results of the equity investment should be issued with a certificate of recognition of high-tech results. 4 major equity changes. Significant equity changes related to the shareholders' meeting, the board of directors, the supervisory board and other relevant documents and government approval documents, assessment reports, capital verification reports, transfer agreements, changes in business registration and other relevant information, the total amount of the corresponding share capital, the structure of the shareholders and changes in the actual controller. The current shareholding relationship diagram and shareholder structure ratio of the Company. 5 Major reorganization. Significant reorganization of assets that has occurred since the establishment of the company, including major purchases, sales, replacement of assets, merger or demerger of the company, major capital increase or reduction, and other major reorganization of assets, and the proportion of the relevant total assets, total net assets, revenue and profit of the company to the corresponding indicators of the company's audited consolidated statement for the most recent fiscal year. 6 Major shareholders. The main business, shareholding structure, production and operation of major shareholders; major ownership disputes over the Company's shares held by the Company's controlling shareholders and shareholders dominated by controlling shareholders and de facto controllers; changes in major shareholders and de facto controllers in the last three years or potential changes in the future. 7 Foreign investment. List of foreign investments, including the names of holding and equity participation enterprises, registered capital, shareholders and their respective ratios, scope of business, etc.; information on the Company's subsidiaries, and the Company's management of the subsidiaries (administrative relationship, asset relationship, management relationship, etc.). 8 Employee situation. Age, education, specialty and other structural distribution and changes in recent years; employees' work outlook, work enthusiasm and work satisfaction; the Company's implementation of the national labor system, labor protection system, social security system and medical system. 9 Status of internal employee shares (if any). Approval documents for internal employee shares, share offering documents, documents certifying payment and capital verification report, etc.; whether there are cases of shareholding by labor unions, shareholding by employee shareholding associations, shareholding by trusts, or the number of shareholders exceeding 200, and legal documents on the formation and evolution of the relevant shares. 10 Relevant certificates and licenses. The company's business qualification license, product license, various honorary certificates over the years (including subordinate enterprises); tax registration certificate, foreign exchange registration certificate, customs registration certificate, import and export licenses, chartered financial management right certificate, intellectual property rights, use of permits, the company to engage in a particular business requires special licenses or other types of permits, such as production permits, quality permits, safety permits, health permits, environmental permits, sales permits and so on. License, sales license, etc.
11 complete independence. Whether there is a complete and independent production, supply and sales system, whether there is an independent research and development and design departments, whether there is a complete business process, independent production and operation sites (if so, please explain); trademarks, patents, copyrights, franchises and other intangible assets, as well as real estate, land use rights, the main production and operation equipment and other major property whether there is a controlling shareholder or the actual controller, as well as the related parties to control and occupy the situation (if so, please explain). Occupancy (if any, please explain); whether senior management personnel such as the general manager, deputy general manager, financial controller and secretary of the board of directors of the Company are receiving salaries from the controlling shareholders, de facto controllers, and other enterprises under their control; whether the financial personnel of the Company work part-time for the controlling shareholders, de facto controllers, and other enterprises under their control; (if any, please explain the specifics and reasons) Whether to set up an independent financial and accounting department, Independent accounting system, 1 financial management system for branches and subsidiaries, whether financial decision-making, bank accounts, tax payment is independent (if any, please explain); whether the organization is independent, whether there is a mix of business, co-location, whether it has the autonomy of the establishment of the organization (if any, please explain). Part II Organizational Structure and Internal Control 12 Basic information of the "three associations" and the basic system of corporate governance. 13 The company's organizational structure (including subordinate enterprises), the functional departments and mutual relations. 14 Basic information of subordinate enterprises, including shareholder structure, business content, brief financial data, position in the company's business system, development prospects. 15 Internal control, including internal control environment, business control, information control, accounting management control, control and supervision of relevant systems. Part III Interbank Competition and Connected Transactions 16 Basic information of controlling shareholders and de facto controllers, including the scope of business, sources of profit, product market positioning, development plans and the relationship between their business and the Company. 17 Basic information of other enterprises controlled by controlling shareholders and de facto controllers, including the scope of business, sources of profit, product market positioning, development plans and the relationship between their business and the Company. 18 the controlling shareholders, de facto controllers and other enterprises controlled by controlling shareholders and de facto controllers and the company's related transactions in the past three years, including business cooperation, personnel relations, specific transaction content and amount by year. 19 Whether the Company's funds have been occupied by controlling shareholders, actual controllers and other enterprises under their control by way of borrowing, repayment of debts, advances or otherwise, if so, please explain. Part IV Situation of Senior Management 20 The tenure of senior management. 21 Part-time jobs held by senior management within and outside the Company. 22 Changes in directors and senior management in the past three years (changes and reasons for changes). 23 Senior management's shareholding and external investment. The shares of the Company held directly or indirectly by executives and their close relatives in any way, and the increase or decrease of the shares held in the past three years; other foreign investments by executives, including the targets of shareholding, the number of shares held, the percentage of shareholding, and the relevant commitments; whether the executives and their close relatives are self-employed or operating the same kind of business as the Company for others, and whether they are in conflict with the interests of the Company. Part V Business and its technology 24 The Company's industry situation (e.g. development planning, industry management regulations, regulatory system, policy trends, market environment, market capacity, market segmentation, degree of marketization, barriers to entry, supply and demand, competition, profit level and future changes in the industry); the basic situation of its major competitors and the major competitive advantages of the Company as compared with its competitors, including, but not limited to, cost, market, technology and other advantages, and whether or not the Company has any conflicts of interest. but not limited to cost, market, technology, research and development, management, brand, talent and other aspects. 2 25 The business system of the Company, the profit model of the main business, the main types of products or services that form revenue, and the basic links involved in the Company's main business. 26 The basic use, characteristics, technology level and life cycle of the company's products, and brief process flow. The company's business model, the variety structure of products or services and its significant changes in the past three years, and the impact on the company's profitability. 27 Procurement. Market supply and price changes of raw materials in the past three years; procurement channels, procurement policies and procedures for raw materials; brief information on major suppliers, historical relationship with the company, and changes; the proportion of major raw materials to the company's main operating costs, and the sensitivity of the company's costs to changes in raw material prices. 28 Production situation. The cost of products in the past years, product quality, production safety, and environmental protection of the production process. 29 sales situation. Changes in the sales price and sales volume of major products in the past three years; the share of major products in the country (or the world), market capacity; product sales channels and marketing strategies, the cycle of sales activities and the main factors affecting sales; the customer base of the product and the cooperation of major customers, the reliance on major customers, accounts receivable; whether there are any legal disputes in sales, sales price and sales volume are affected by national policies, and whether the sales price and sales volume are influenced by national policies. Whether the sales price and sales volume are affected by national policies, and what the situation is and possible changes in the future. 30 Core technical personnel, technology and R&D situation. R & D system, R & D institutions set up, incentive system for technical personnel; owned patents, non-patent technologies, technology licensing agreements, technology cooperation agreements to prove that the acquisition of core technologies and the use of the situation; new products, new projects, research and development; R & D expenses accounted for the proportion of the company's main business in the past years, the number and quality of independent intellectual property rights, technology reserves Part VI major assets 31 core assets of the company, including production systems, production and sales, the situation and possible changes in the future. Description of the assets, including production system, auxiliary production system, supporting facilities, raw material procurement and product sales system. Whether the assets and systems all belong to the company, if not, please explain the reasons. 32 A list of the company's land, plant, machinery and equipment and ownership or use rights of trademarks, patents and non-proprietary technologies, with an explanation of whether there are any ownership barriers or disputes, and whether there have been any significant changes in the acquisition or use of important assets or technologies, such as trademarks, patents, proprietary technologies and franchises, that are in use. 33 The rate of newness, start-up rate and technical level of major fixed assets and installations, and the situation and plan of technological transformation. 34 The situation of the company's non-operating assets, including schools, hospitals, housing, law and order and other elements, as well as the scale of assets, sources of funding and the scale of expenditure on personnel costs of the enterprise-run society (if any). Part VII Financial Accounting and Taxation 35 Audit reports for the past three years and the current year as of the end of the last month (if any), consolidated statements and the parent company's balance sheet, cash flow statement, profit distribution statement, and notes to the statements, including statements of subsidiaries, and the company's major accounting policies and the accounting system implemented. 36 The company's forecast on earnings for the next three years, if any. 37 The company's tax policy, actual tax payment, enjoyment of tax incentives and relevant approvals. 38 Introduction to the capital verification reports, assessment reports and internal control forensic reports issued by intermediaries in the past three years. Part VIII Proposed Investment Projects and Development Planning 3 39 Feasibility study of the proposed investment projects and related information. 40 the main application direction of the funds raised, the expected scale and mode of financing, the scale and direction of financing with the existing scale of production and operation, financial condition, technical level, management capabilities of the degree of match. 41 Enterprise development plan (3--5 years). 42 Recent goals of the enterprise, the main difficulties faced by the company and solutions. Part IX Risk Factors and Other Matters 43 Whether the proposed investment project has problems in market prospect, technology guarantee, industrial policy, environmental protection, land use, financing arrangement, cooperation with others, etc., and whether there are management risks, sales risks, financial risks, etc., in the scale of business, expansion of the scope of business or business transformation. 44 The main types, extent and countermeasures of risks affecting the Company's sustainable development (e.g. changes in policies and regulations on finance, finance, taxation, land use, industrial policies, industry management, environmental protection, etc.). 45 Whether there are other risks affecting the sustainable development of the company, such as natural disasters, production safety, changes in exchange rates, foreign trade environment, guarantees, litigation and arbitration, and whether a risk prevention mechanism has been formed, and if so, please explain in detail. 46 Whether the company has violated industrial and commercial, tax, land, environmental protection, customs, and other laws and administrative regulations in the last 36 months, and has been subject to administrative penalties, and the circumstances are serious, if so, please explain in detail. 47 Whether the company has any historical problems (especially the enterprises from restructuring), such as the proper arrangement of employees, land and its main assets, shareholders and equity issues, tax arrears and other debt issues, and other conflicts with the current laws and regulations, if so, please explain in detail, whether there is a solution. 4