Question 2: What is listing counseling? Simply put. How to enter the listing counseling? What are the requirements for the company before entering the listing counseling? Listing guidance refers to the standardized training, guidance and supervision of the joint stock limited company to be issued and listed by relevant institutions.
Listing counseling is a stage in the listing process, and the specific contents are as follows:
Consultation stage
After obtaining the business license, a joint-stock company shall be established according to law. According to the relevant regulations of China Securities Regulatory Commission, a joint-stock company that intends to issue shares publicly must be coached by a securities company with the qualification of lead underwriter for one year before applying to China Securities Regulatory Commission for stock issuance. Counseling content mainly includes the following aspects:
The legitimacy and effectiveness of the establishment of a joint stock limited company and its continuous evolution;
The independence and integrity of the personnel, finance, assets, supply, production and sales system of a joint stock limited company;
Training directors, supervisors, senior managers and shareholders (or their legal representatives) who hold more than 5% (including 5%) of the company's shares in relevant laws and regulations such as the Company Law and the Securities Law;
Establish and improve the general meeting of shareholders, the board of directors, the board of supervisors and other organizations to achieve standardized operation;
Establish and improve the company's financial accounting system according to the accounting system of joint-stock companies;
Establish and improve the company's decision-making system and internal control system to achieve effective operation;
Establish and improve the information disclosure system that meets the requirements of listed companies;
Standardize the relationship between joint-stock companies and controlling shareholders and other related parties;
Whether the changes of directors, supervisors, senior managers and shareholders holding more than 5% (including 5%) of the company are in compliance.
Within ten working days before the start of counseling, the counseling institution shall submit the following materials to the agency:
Qualification documents of counseling institutions and counselors (photocopies);
Counseling agreement;
Guiding plan;
Basic information of the company to be issued;
Audited financial reports for the last two years (balance sheet, income statement, cash flow statement, etc.). ).
The counseling agreement should clarify the responsibilities and obligations of both parties. Counseling fees shall be determined by both parties through consultation based on the principle of openness and reasonableness, and stated in the counseling agreement, and neither party may provide guarantee on the condition that the company's shares are issued and listed. The counseling plan should include the purpose, content, methods, steps and requirements of counseling, and the counseling plan should be practical.
The consultation is valid for three years. That is, within three years after the expiration of this counseling period, the company to be issued may apply to the underwriting institution on the mountain for stock issuance and listing; For more than three years, it is necessary to re-employ counseling institutions for counseling according to the procedures and requirements stipulated in these Measures.
The basic process of enterprise listing
Generally speaking, if an enterprise wants to be listed on the domestic securities market, it must go through three stages: comprehensive evaluation, standardized reorganization and formal start-up. The main work is as follows:
Comprehensive evaluation of enterprises before listing in the first stage
Listing of enterprises is a complex financial engineering and system engineering. Compared with traditional project investment, it also needs to go through the process of pre-demonstration, organization and implementation and post-evaluation, and it also faces the path choice of whether to list in the capital market and in which market. Listed in different markets, enterprises have to do different jobs, channels and risks. Only through the comprehensive evaluation of enterprises can we ensure that listed enterprises can operate correctly under the condition of controllable costs and risks. For enterprises, it is also a price to organize and mobilize a large number of personnel and mobilize all aspects of strength and resources to work. Therefore, in order to ensure the success of the listing, the enterprise will first conduct a comprehensive analysis and research on the above issues, and carefully give opinions, and then fully start the work of the listing team after getting a clear answer.
The second stage is the reorganization of enterprise internal norms.
There are hundreds of key issues involved in the initial public listing of enterprises. Especially in the specific environment of China, there are many historical issues left by private enterprises, such as finance, taxation, law, corporate governance and historical evolution. And many problems in the later period are quite difficult to deal with. Therefore, it is very important for enterprises to deal with some problems in advance in a planned and step-by-step manner with the assistance of listed financial consultants on the basis of completing the preliminary evaluation. Through this work, sponsors and strategies can also be strengthened.
The third stage officially launched the listing work.
Once the listing target is determined, the enterprise begins to enter the practical operation stage of the external work of listing, which mainly includes: selecting relevant intermediaries, carrying out shareholding system reform, auditing and legal investigation, brokerage counseling, issuance declaration, issuance and listing, etc. Because the listing work involves five or six external intermediary service agencies working at the same time, the personnel involve dozens of people. Therefore, organizing and coordinating ... >>
Question 3: What does the psychological consultation period mean? In fact, listing counseling is the function of large securities firms to help companies sort out the relevant organizational structure, financial disclosure, legal person qualification audit, and establish consulting service functions in line with the rules of the securities market.
This includes a lot of detailed work, involving enterprises from the beginning, generally according to the actual situation of enterprises, to carry out:
1, guidance in the process of enterprise listing
1, choose the target and gain trust.
2. Assist in drafting the listing proposal.
3. Approval of the Board of Directors
4. Financial integration
5. Asset reorganization (disposal of non-performing assets)
6. Establishment of offshore companies.
7. Listening
8. Roadshow (product launch, IPO foundation)
9. Listing
These links will participate in the whole process; Of course, it also includes the following participation:
2. Listed participating institutions
1, sponsors and sponsors organize themselves.
2. International accounting company
3. International assessment agencies
4. Audit
5. Lead underwriter and deputy underwriter
6, open * * * relationship
7. Printer
8. Lawyers at home and abroad
9. Global Coordinator
During the whole counseling period, it will cooperate with so many structures, choose the right place for global evaluation, and choose the right time for investors to go public.
Question 4: What is the main job of company listing counseling? Listing guidance refers to the standardized training, guidance and supervision of the joint stock limited company to be issued and listed by relevant institutions. The counseling institution for issuance and listing shall be a qualified securities institution, and in principle, it shall be the same securities institution as the lead underwriter for issuing shares for the company. Enterprise listing counseling Xin Pratt & Whitney.
Question 5: What does the company do in listing consultation? What are the main responsibilities of sponsors?
The sponsor institution is mainly responsible for the following work in the process of enterprise issuance and listing:
(1) Assist enterprises to draw up reorganization plans and set up joint-stock companies;
(2) Conduct due diligence on the company according to the requirements of the Guidelines on Due Diligence of Sponsors;
(3) Providing guidance and professional training to the company's major shareholders, directors, supervisors and senior managers, and helping them understand the laws and regulations related to stock issuance and listing, as well as the legal obligations and responsibilities of listed companies and their directors, supervisors and senior managers;
(4) Help the issuer to improve the organizational structure and internal management, standardize enterprise behavior, and clarify the business development goals and the investment of raised funds;
(five) to organize issuers and intermediaries to make application documents for issuance, and to conduct a comprehensive verification of the public offering documents in accordance with the law, make due recommendations to the China Securities Regulatory Commission, and issue a recommendation report for issuance;
(six) to organize issuers and intermediaries to reply or rectify the audit feedback of the China Securities Regulatory Commission;
(seven) responsible for the main underwriting of securities issuance, underwriting syndicate organization.
(8) Organizing roadshows, inquiry and pricing with issuers * * *;
(nine) after the listing of the issuer's securities, continue to supervise the issuer to perform the obligations of continuous supervision such as standardized operation, keeping promises and information disclosure.
accounting firm
When a stock is issued and listed, an accounting firm with securities qualifications must be hired to undertake relevant auditing and capital verification. The main work is as follows:
(1) is responsible for auditing the financial statements of enterprises and issuing audit reports every three years;
(2) Responsible for verifying the capital of the enterprise and issuing relevant capital verification reports;
(three) responsible for the audit of enterprise profit forecast report, issued by the profit forecast audit report;
(4) To be responsible for the verification of the internal control of the enterprise and issue the verification report of the internal control;
(five) responsible for verifying the detailed items and amounts of the non-recurring profits and losses of the enterprise;
(6) Issue special opinions on the tax payment of the issuer's main taxes;
(7) To express special opinions on the differences between the original financial statements and the declared financial statements of the issuer;
(8) Providing financial and accounting consulting services related to issuance and listing.
law firm/office
The public offering and listing of enterprise stocks must employ a law firm as a legal adviser according to law, and its main work is as follows:
(1) To demonstrate the legality of the restructuring and reorganization plan;
(2) Guiding the establishment or change of joint-stock companies;
(three) to review the legal issues involved in the issuance and listing of enterprises, and to assist enterprises to standardize, adjust and improve;
(4) to judge the legality of the issuer's historical evolution, ownership structure, assets, organization and operation, independence, taxation and other corporate legal matters;
(five) to judge the legality of various legal documents of stock issuance and listing;
(6) Assist and guide the issuer in drafting the articles of association and other company legal documents;
(7) issue legal opinions;
(eight) issued a report on the work of lawyers;
(9) Provide authentication opinions on relevant application documents.
Asset appraisal service
In view of the following situations, professional institutions and personnel are equipped to provide asset appraisal services:
● Auction, transfer, mortgage, guarantee and lease of assets;
● Merger, sale, joint venture and liquidation of enterprises;
● Enterprise shareholding system reform;
● Other circumstances that require asset appraisal in accordance with relevant state regulations.
How to choose intermediary agencies when enterprises are restructured and listed?
First, the necessity and importance of choosing brokers and other intermediaries
According to the Company Law of People's Republic of China (PRC) and the Securities Law of People's Republic of China (PRC), in the process of public offering and listing, enterprises must select qualified securities companies (also known as sponsors or brokers), accounting firms, law firms and appraisers to provide professional services and issue relevant opinions, which constitute the main part of the application materials for public offering and listing.
On the one hand, the success of listing and the speed of listing process depend on the quality of the enterprise itself, including profitability, industry status, standardized operation, etc. On the other hand, it depends on the professional ability, service attitude and attention of intermediaries. Some people say that choosing an intermediary agency is equivalent to listing one of the two tracks of the railway, which constitutes a complete railway with the enterprise's own situation. It is also said that choosing a good intermediary is half the success of listing. It can be said that choosing "suitable" intermediary agencies is the most important task in the process of enterprise restructuring and listing. & gt
Question 6: What does listing mean? Why does the company want to go public? According to the company law:
Listing refers to the public offering of shares by a joint stock limited company on the stock exchange and its public listing and trading.
How to go public?
Conditions for listing of a joint stock limited company:
According to the Company Law of China, a company limited by shares must meet the following conditions when applying for stock listing:
1. With the approval of the State Council securities management department, the stock has been publicly issued to the public;
2. The total share capital of the company is not less than RMB 50 million;
3. It has been in business for more than three years and has been making profits continuously in the last three years; If the original state-owned enterprise is established after being rebuilt according to law, and its main sponsors are large and medium-sized state-owned enterprises, it can be calculated continuously;
4. The number of shareholders holding shares with a face value of more than RMB 65,438+0,000 is not less than 65,438+0,000, and the shares publicly issued to the public account for more than 25% of the total shares of the company; If the company's total share capital exceeds 400 million yuan, the proportion of its shares issued to the public is more than 15%;
5. The company has no major illegal acts in the last three years, and its financial and accounting reports have no false records;
6. Other conditions stipulated by the State Council.
Meet the above conditions, you can apply to the the State Council Securities Management Audit Department and the Exchange for listing.
The significance of company listing
Solve the funds needed for enterprise development and obtain stable long-term financing channels for the company's sustainable development, thus forming a benign capital cycle (bond financing and equity financing complement each other)
Becoming a public company has greatly improved its popularity (the media pays much more attention to listed companies than private enterprises, obtains the famous brand effect and accumulates intangible assets (it is easier to gain credit, the personal reputation of management and attract talents).
From the perspective of industrial competition, on the one hand, listing can support enterprises to grow at a higher speed, so as to get a leading opportunity in the same industry; On the other hand, if competitors in the same industry go public, enterprises also need enough capital to fight against competitors.
Enterprises can obtain the safety of operation. The sufficient capital raised by enterprises through listing can help enterprises to adjust or transform their business in time when the market situation is depressed or sudden (such as this macro-control), and there will be no operational difficulties. In addition, listed companies also gain stronger political influence, which to some extent increases the safety of enterprise management and its leaders in an uncertain environment.
Listing can realize the securitization of enterprise assets, greatly enhance the liquidity of assets, and shareholders and management of the company can make huge profits by selling some of their shares.
After listing, the means of M&A have been broadened, and listed stocks can be issued as a means of payment for M&A.. For those enterprises that want to grow through mergers and acquisitions, its importance is self-evident.
Enterprises can introduce domestic and foreign strategic partners through listing, thus opening up market space and opening up international channels.
Listing can standardize the company's original irregular management, improve the corporate governance structure, and lay the institutional foundation for the long-term healthy development of enterprises.
After listing, the company can use the stock option plan to realize the medium and long-term incentives for management and employees.
The controlling shareholder (usually venture capital) can provide cash to exit the channel.
Question: What does ipo mean? What does IPO mean? The full name of IPO is Initial public offerings, which refers to the way in which companies (joint stock limited companies or limited liability companies) make initial public offerings to the public. A limited liability company will become a joint stock limited company after listing. What does ipo mean? Brokerage ipo refers to the way in which securities companies issue shares to the public for the first time. IPO corresponds to the primary market. Most publicly issued shares are underwritten by investment banking groups and enter the market. The bank buys the account from the issuer at a certain discount price and then sells it at the agreed price. The preparation cost of public offering is high, and private placement can partially avoid such costs to some extent. This phenomenon began in the United States in the late 1990s, when the United States was experiencing a bubble in the Internet stock market. The founder will set up a company with independent capital and hope to raise funds through initial public offering (IPO) during the bull market. Because investors believe that these companies have a chance to become Microsoft's second, their share prices usually rise in the initial stage of listing. Many founders became millionaires overnight. Due to stock options, employees have also earned considerable income. In the United States, most shares raised through initial public offerings will be traded on the Nasdaq market. Companies in many Asian countries will raise funds to develop their business through similar methods. What does ipo of large-cap stocks mean? Large-cap stocks are often blue-chip stocks, which refer to the common stocks of companies with stable profit records and rich regular dividends. They are recognized as excellent companies, also known as blue-chip stocks. The term blue chip comes from the blue chip used in gambling tools. Blue chips usually have a high monetary value. The basic supporting conditions for a stock to become a blue chip are: (1) During the depression, the company can formulate plans and measures to ensure the company's development; (2) In the prosperous period, the company can exert its greatest ability to create profits; (3) During the period of inflation, the company's actual surplus can remain unchanged or increase. Blue-chip stocks refer to large-scale and traditional industrial stocks and financial stocks with long-term and stable growth. This kind of listed company is characterized by excellent performance, stable income, large share capital, rich dividends, stable stock price trend and good market image. In overseas stock markets, investors refer to the stocks of large companies that occupy an important leading position in their respective industries, with excellent performance, active trading and rich dividends as blue chips. The word blue chip comes from western casinos. In western casinos, there are two colors of chips, among which blue chips are the most valuable, followed by red chips and white chips are the worst. Investors apply these jargon to stocks. General Motors, Exxon, DuPont Chemical and other stocks are all blue chips. Blue-chip stocks are not static. With the change of the company's operating conditions and the rise and fall of its economic status, the ranking of blue chips will also change. According to the statistics of the famous American Forbes magazine, only 43 of the largest companies in 2007 19 100 were still among the blue chips, and the bluest and most prosperous railway stocks in the industry had completely lost their qualification and strength to be selected as blue chips. In Hong Kong stock market, the most famous blue chip is HSBC Holdings, one of the largest commercial banks in the world. Changjiang Industry with China background and CITIC Pacific with China background are also among the blue chips. Although the history of Chinese mainland's stock market is not long, it has developed very rapidly, and some blue-chip stocks have gradually appeared.
Question 8: What does a listed office mean? Listing office is to turn enterprises into listed companies. Generally, special departments are set up in cities, counties and districts to provide communication services and information for enterprises preparing for listing, and coordinate the handling of "incurable diseases" from preparation to listing, with the goal of "listing" enterprises capable of listing.