Preparatory work for the listing of the New Third Board 1. Seven processes of changing a limited liability company into a joint stock limited company 1. Formulate enterprise restructuring plans and form effective resolutions of the shareholders' meeting. Second, the assets verification is mainly to conduct a comprehensive inventory of the assets of the enterprise, and to conduct a comprehensive inventory and verification of the assets, creditor's rights and debts of the enterprise. The main tasks of assets verification are to check the amount of assets, define the property rights of enterprises, re-evaluate assets and verify the assets of enterprises. So as to further improve the enterprise asset management system and promote the optimal allocation of enterprise assets. Three, the definition of enterprise property rights mainly refers to the definition of enterprise state-owned assets property rights. State-owned assets of enterprises have multiple property rights and complex rights structure, which are easy to become the source of disputes and need to be defined. The definition of enterprise property rights is a legal act to divide enterprise property ownership, management right and use right according to law, and to clarify the scope of rights and management authority of various property rights subjects. In this way, it is necessary to clarify which assets belong to the state and which assets and powers belong to which subjects. Four. Asset evaluation Asset evaluation refers to the evaluation of assets, that is, the present value of enterprise assets is scientifically evaluated by qualified asset evaluation institutions according to specific purposes and following legal standards and procedures? And confirm it in the form of a report. Assets appraisal should follow the principles of truthfulness, impartiality, independence, objectivity, science and professionalism. Its scope includes both fixed assets and current assets, including both intangible assets and tangible assets. Its procedures include application for project establishment, asset inventory, evaluation and estimation, verification and confirmation, etc. Asset appraisal is often entrusted to professional asset appraisal institutions. Fifth, after the evaluation of financial audit assets is completed, an accounting firm with legal qualifications should be hired to audit the assets, liabilities, owners' equity and profits and losses in the first three years of enterprise restructuring. The accounting firm shall confirm the appraisal results of the asset appraisal institution. Sixth, the amount of capital contribution subscribed after enterprise restructuring is the net asset value of the enterprise after evaluation and confirmation. It includes not only the asset conversion of the original enterprise, but also the newly subscribed capital. Seventh, apply for registration. This kind of registration can be establishment registration or change registration. The administrative department for industry and commerce shall register a company that meets the statutory requirements and renew its business license. The date of issuance of the business license is the date of establishment of the enterprise or company. Ii. Conditions for restructuring into a joint stock limited company The overall change of a limited liability company into a joint stock limited company refers to keeping the main body of the company unchanged in terms of ownership structure, main business and assets, transforming the whole limited liability company into a joint stock limited company in the form of organizational change, and converting the audited net assets of the company into the total shares of the joint stock limited company accordingly. After the completion of the overall change, only the organizational form of the company is different, but the enterprise is still the same accounting entity for going concern. According to China's Company Law, Securities Law and the normative documents issued by China Securities Regulatory Commission, the establishment of a joint stock limited company shall meet the following conditions: 1, the promoters shall have more than 2 people but less than 200 people, and more than half of them must have domicile in China; 2. The share capital subscribed and raised by the promoters reaches the minimum statutory registered capital of 5 million yuan; 3. The issuance and preparation of shares are in compliance with the law; 4. The promoters shall formulate the articles of association of the company, and the establishment by offering shall be approved by the founding meeting; 5. Having a company name that meets the requirements of the Company Law and establishing an organization that meets the requirements of a joint stock limited company; 6. Have a legal company domicile. Iii. Specific Operation Steps of Reorganization 1. Establish a reorganization preparatory group to take charge of this reorganization. The preparatory group is usually led by the chairman of the board of directors or the secretary of the board of directors, bringing together the responsible persons in production, technology, finance and other aspects of the company, holding meetings from time to time to discuss the related problems encountered in the process of reorganization, and submitting them to the board of directors for decision if necessary. The preparatory group is specifically responsible for the following work: a, study and formulate the reorganization plan and organizational form; B. Hire relevant intermediaries and contact them; C. Organize and prepare relevant documents and materials of the company; D, convene the coordination meeting of the intermediary agencies, provide all kinds of documents and materials required by the intermediary agencies, and answer questions raised by the intermediary agencies; E, formulate relevant documents for restructuring; F. Declare documents or put them on record to the competent government departments, and obtain government approval; G. contact the organizer; H. establishment of a joint stock limited company, etc. 2. Selection of promoters According to the existing laws, the establishment of a joint stock limited company shall be initiated by two or more persons, but not more than 200 persons. If the number of existing shareholders of the limited liability company to be reorganized meets this requirement, the existing shareholders can directly initiate the establishment with the company's assets; If there are not enough existing shareholders or existing shareholders are unwilling to participate in this initiative, new shareholders should be introduced as sponsors, and some shares will be transferred to them by existing shareholders to reorganize the company's shareholding structure, and then the reorganized shareholders will jointly establish a joint stock limited company with the company's capital. However, there is one problem that needs attention. The change of shareholders should meet the requirement that the actual controller will not change in the last three years before the application for issuance. Some companies have contacted suitable sponsors before reorganization, and may also take the opportunity to introduce strategic investors or venture capitalists, as well as investors with industry background or professional and technical background, in order to strengthen the comprehensive strength of enterprises. 3. After the establishment of the preparatory group for hiring intermediaries, you can contact and hire intermediaries, including sponsors, issuers' lawyers, auditors, asset appraisers and other institutions. The selected intermediary institutions should have the qualification. After careful investigation, the preparatory group determined the candidate of the listed intermediary institution for this restructuring, and signed an entrustment agreement or related contract with it to formally establish a legal relationship. 4. Due diligence, asset evaluation and audit After the company and the intermediary agencies signed the entrustment agreement, each intermediary agency should enter the site to investigate and audit the relevant situation of the company. The sponsor institution shall conduct a comprehensive investigation on the overall situation of the company, especially its operation, and draft the prospectus for this reorganization and listing on the basis of the investigation. The issuing lawyer shall conduct a comprehensive investigation on the company's legal matters, and draft legal opinions and lawyers' work reports. An accountant shall audit the financial situation of the company in the past three years and form an audit report. The asset appraiser evaluates the company's assets and forms an asset appraisal report. It must be noted that according to the requirements of the State Administration for Industry and Commerce, the amount of capital stock in the capital verification report is confirmed according to the value of the evaluation report; The latest requirement of the CSRC is to confirm the share capital of the restructured company by the net assets on the accounting statements. In this way, if the amount of net assets in the audit report is lower than the amount of net assets in the evaluation report, it is in line with the requirements of the State Administration for Industry and Commerce and the CSRC to choose the net assets in the audit report as the amount of capital verification report. If the asset price data in the appraisal report is lower than the net asset data in the audit report, the equity amount in the capital verification report should be selected from the appraisal report data. Of course, if the company does not need to go public within three years, it can reflect the amount of capital stock in the capital verification report according to the data in the evaluation report, regardless of the data in the audit report. 5. Definition of property rights In the preparation of a company, in order to accurately determine the assets of the company and distinguish the assets of other entities, it is sometimes necessary to conduct property inspections. Confirm property ownership on the basis of inventory. In particular, companies with state-owned assets should evaluate state-owned assets before reorganization to avoid damage to state-owned assets. 6. If the state-owned equity restructuring company involves the investment of state-owned assets, it shall apply to the state-owned assets management department for approval of the relevant equity setting documents for the establishment of state-owned shares after the reorganization of the company, and examine and approve the pricing of state-owned assets and the corresponding shareholding. Usually, when applying for the establishment of state-owned shares, a company lawyer is required to issue a legal opinion on the establishment of state-owned shares. 7. Formulate the reorganization plan and sign the sponsors' agreement and draft articles of association. The reorganization plan involves the following issues that need to be agreed: First, the amount of registered capital of the joint-stock company. The amount of registered capital shall be determined by the sponsor * * * and the proportion of net assets converted into shares agreed by both parties. Secondly, the shareholding ratio of each sponsor. In principle, it is determined according to the equity ratio of each sponsor in the original company, and any adjustment must be agreed at this stage. Sign the sponsor agreement and draft articles of association. In addition, the following documents and texts should be formed in the company's restructuring: the resolution of the shareholders' meeting on the company's restructuring, the application for restructuring, the feasibility study report on restructuring, the sponsor's framework agreement, the company's articles of association, the overall design plan for enterprise restructuring, etc. 8. If the application for approval of establishment involves state-owned shares, it shall apply to the state-owned assets management department for approval of the establishment of state-owned shares; Involving state-owned land investment should also be approved by the state-owned land management department, issued by the state-owned land disposal program. 9. Where a joint stock limited company is established by subscription of shares, the promoters shall subscribe for the shares specified in the articles of association in full; If it is paid in one lump sum, it shall pay all the capital contribution; In case of installment payment, the down payment shall be paid. If the capital contribution is made by non-monetary assets such as physical objects, industrial property rights, non-patented technologies or land use rights, asset appraisal and property rights transfer shall be conducted according to law. Where shares are established by offering, the shares subscribed by the promoters shall not be less than 35% of the total number of shares. If the promoters fail to pay the shares in full and on time, they shall be liable for breach of contract to other promoters. After paying up the share capital, it shall be verified by an accountant and a capital verification report shall be issued. 10. Where a registered joint stock limited company is established by way of establishment, the promoters shall elect the board of directors and the board of supervisors after the initial capital contribution, and the board of directors shall submit the articles of association to the company registration authority, and the capital verification institution shall issue a capital verification certificate and other documents to apply for establishment registration. After the proceeds from the offering and establishment of shares are fully paid, the promoters shall preside over the founding meeting of the company within 30 days to consider the establishment expenses of the company and the pricing of the property used by the promoters to offset the shares. 1 1. The board of directors and the board of supervisors of the company were established and held their first meeting. Within 30 days after the founding meeting, the company shall apply for establishment registration with relevant documents. After approval by the industrial and commercial registration authority, a business license shall be issued to a joint stock limited company. The joint-stock company was formally announced.