The first chapter is the connotation of IPO and the significance of enterprise IPO.
1. The state promotes a multi-level trading market: ① One-board market, starting with the main board 600 in Shanghai, the main board 000 in Shenzhen and the small and medium-sized board 002 in Shenzhen; Second board market: for high-tech growth companies, the GEM 300 of Shanghai Stock Exchange and Shenzhen Stock Exchange is launched; ③ Three-board market: it has gradually evolved into a new three-board market, not a listed public company; ④ Counter market: provincial equity markets.
2. Definition: IPO (initial public offering) refers to the initial public offering and listing of enterprises. If the enterprise has been issued, it is the refinancing of listed companies. Public offering: to an unspecified object or to a specific object (more than 200 people), it needs to be examined by the CSRC. IPO refers to equity/stock. Listing refers to the exchange market, namely Shanghai Stock Exchange and Shenzhen Stock Exchange.
The significance and value of 3.3. Enterprise IPO
① Discovery of investment value: from the perspective of investment value evaluation, enterprise value = creditor's rights+equity (method: cash flow discount method/P/E ratio, which will involve the unique parameter tools of capital market). From the economic essence, after listing, the equity enters the circulation market, which is a sale. When supply and demand reach a balance, the fair value of equity can be realized. Non-listed companies have no equity circulation market, and there are not enough participants to price the equity, so they cannot form the fair value of the equity and the pricing is inaccurate.
(2) Rich financing tools (equity financing, bond financing, bank credit, equity pledge financing): If there are two listed companies and non-listed companies with similar aspects, banks are more willing to lend to listed companies, because: First, the credit guarantee of the credit system of listed companies far exceeds that of non-listed companies. Behind the credit guarantee, the twists and turns of the road to listing are concealed. For example, to meet the requirements of normal business norms, such as tax payment, social security, etc., and at the same time subject to the supervision of securities laws and regulations, there will be intermediaries to find and solve problems for enterprises to meet the listing conditions, plus the audit of the CSRC. Two. Listed companies have more means of capital operation than non-listed companies, and listed companies can refinance, including allotment, public offering, non-public offering, convertible bonds, directional convertible bonds, non-directional convertible bonds and private debt. Non-listed companies have no equity circulation market, and the realization of value is not as convenient as that of listed companies, which relatively restricts the means of financing realization. The recent tepid New Third Board is due to insufficient equity liquidity.
③ Standardization of corporate governance structure and transparency of information. To enjoy the capital market dividend, we must fulfill our obligations, standardize the governance structure and actively disclose information.
④ Enhance business popularity and reputation. There are more than 3,600 listed companies and more than 40,000 industrial and commercial registration agencies listed on this exchange, one in a million.
Chapter II Legal System and Main Terms of Initial Public Offering
1. Interpretation of laws and regulations related to enterprise listing
The first system: to meet the legal system requirements of normal production and operation of enterprises.
The second system: meeting the regulatory requirements related to capital operation (three interpretations)
(1) company law: the standard operation of the company under the corporate governance structure; Securities Law: Fairness and Efficiency of Capital Market
Company law and securities law are the core and basic laws of business.
(2) Provisions of the CSRC and the Exchange: The most basic provisions of IPO business, different sectors have different requirements?
(3) Specific explanation by the regulatory authorities: Detailed explanation of vague things in the basic laws and regulations.
2. Interpretation of laws and regulations related to enterprise listing
① Legal documents involved in A-share IPO
Company Law, Securities Law, Measures for the Administration of Initial Public Offering and Listing, Measures for the Administration of Initial Public Offering and Listing on Growth Enterprise Market, Listing Rules of Shanghai Stock Exchange, Listing Rules of Shenzhen Stock Exchange, Guidelines for Due Diligence of Sponsors, etc.
② Interpretation of laws and regulations related to enterprise listing.
First, the requirements of the Growth Enterprise Market are lower than those of the main board and small and medium-sized board. Two. Meeting the basic requirements does not mean that you can go public through examination. Three. The logic behind the regulations is worth exploring.
Continuous operation for 3 years: legally, it means 36 months, but the actual operation needs 3 complete accounting years.
Growth enterprise market mainly does one business: more than 70% of operating income.
The complete business system of the main board: independent production, procurement and sales systems, and the production and operation form a complete closed loop. Not only the physical needs to form a cycle, but also the cash flow needs to form a cycle.
There is no big change in directors and senior management: there is no clear quantitative index, but more depends on who has changed (the chairman's decision on the future direction of the enterprise has changed greatly) and the reasons for the change.
Important subsidiaries of listed entities (production, operation and financial indicators contribute more than 30% to the consolidated statements) should also pay the registered capital in full.
Serious circumstances: fine. How to defend? First, look at the basis of punishment. For example, if the plot below 50,000 is minor, then it is not "serious". Two. If the nature of the penalty is not written in the penalty book, a certificate shall be issued to the relevant department, and the fine is not a proof of legal and illegal behavior.
After 36 months of administrative punishment, Dong can let the directors resign, but it still depends on the reasons for administrative punishment (such as insider trading and improper resignation).
Avoid horizontal competition (untouchable red line): controlling shareholders, actual controllers and other enterprises controlled by them; The definition of the same industry (same industry) is that one is engaged in cardiovascular western medicine and the other is engaged in Chinese medicine conditioning, but from the audit of the CSRC, both of them belong to the medical and pharmaceutical industry and belong to horizontal competition. Overlapping customer groups are easy to form interest transfer, and the benefits are transferred to listed companies by buying cheaply.
Reduce related party transactions (showing a gradual downward trend during the reporting period): ⅰ. Necessity: can it not happen; II. Rationality: If it must happen, is the operation reasonable? Three. Fairness: is the price the same as other institutions, and there is no interest transfer? Ⅳ. Identification of related parties: the audit report takes the existence of business as the identification standard (less), and the brokerage firm takes the satisfaction of related party identification as the criterion (more).
Internal control: it is extremely troublesome to check, such as the process of signing the reimbursement form. Whoever signs first will sign later. The existing system must be implemented in accordance with the system. Procurement, production, sales and personnel all need an internal control system.
Chapter III Intermediaries Participating in Initial Public Offerings and Their Main Duties
1. Intermediaries to be hired by enterprises for listing.
(1) Sponsor and lead underwriter: general coordinator.
(1) Comprehensive coordination: coordinate the intermediary agencies and grasp the work progress as a whole.
② Due diligence: coordinate due diligence and master the scope and methods of full adjustment.
(3) Reform guidance: design and implement reform plans, provide listing guidance, and (lawyers and accountants should also participate in the guidance process) supervise the standardized operation of enterprises.
(4) Application review: Take the lead in making application documents, organize to answer feedback and communicate with the CSRC.
⑤ Underwriting: (selling stocks) Coordinate the sales process, organize roadshows and make inquiries.
⑥ Continuous supervision: continuous follow-up supervision after listing.
(2) Lawyer: Law
(3) Audit institutions: financial audit and document production.
(4) Asset appraisal agency (if necessary)
(5) Financial public relations company (not required): public opinion monitoring (the environment is relatively good now), and the road show process and holding (the link has been cancelled).
Accountants are divided into one big and four small: one big, audit report; Fourth, the difference between the original report and the declaration, the tax voucher verification report, the non-recurring profit and loss schedule, and the internal control verification report.
Chapter IV Overview of IPO Business Process
1. restructuring guidance: the main task is to conduct due diligence and standardization at the same time, find out all the problems that the enterprise does not meet the listing conditions and solve them.
Enterprise;
① Restructuring: It must be a joint-stock company. For enterprises, it is no less than a rebirth. Limited companies (which may have problems) are weaker than joint-stock companies (which cannot have problems).
(2) Counseling: It is necessary to submit the counseling record to the local securities regulatory bureau, and accordingly enter the regulatory scope of the securities regulatory bureau. Counseling time is generally 3 months.
③ Founding meeting/shareholders' meeting
Intermediary: finding problems, solving problems, establishing projects, and the core.
2. Declaration and review
Application materials-pre-examination-internal preliminary examination-issuance examination by CSRC, and continuous feedback and reply.
3. Issuance and listing
4. Continuous supervision
Chapter V Overview of IPO Due Diligence
Do your best: find problems and solve them
Do your best: be as rich as possible and do your best.
Send out lists to enterprises, search and interview different objects to obtain different information &; Network check &; Send a confirmation letter