The new third board market is dominated by unlisted joint-stock companies, and listed companies that are still in the limited enterprise stage need to start the share reform process first. According to the requirements of the Pilot Measures, the enterprises to be listed need to be established for two years. In order to ensure the continuity of enterprise performance, the enterprises to be listed should be converted into shares according to the audited net asset value on the base date of share reform, that is, the whole enterprise should be changed from a limited enterprise to a joint-stock enterprise.
2. Initiate due diligence on brokers.
Due diligence refers to the process in which the sponsoring securities firm follows the principle of diligence, honesty and credibility, investigates the enterprises to be listed through on-the-spot investigation, and has sufficient reasons to believe that the enterprises meet the listing conditions stipulated in the Pilot Measures, and recommends the listing documents to be true, accurate and complete.
The sponsoring brokerage firm shall set up a special project team for the enterprise to be listed, including at least one certified public accountant, one lawyer and one industry analyst, and determine the person in charge of the project team. The project team formulates the project plan, coordinates the relationship between other intermediaries and the listed companies, and follows up the project progress. After the assets appraisal enterprises, accounting firms, law firms and other intermediaries have completed the corresponding audits and legal investigations, the project team will review the assets appraisal report, audit report, legal opinions and other documents according to the due diligence guidelines of the sponsoring brokers, focusing on finance, law and industry. Conduct due diligence on internal control, financial risk, accounting policy soundness, going concern ability, corporate governance and legal compliance of listed companies, find problems, sort out problems, straighten out relationships, cooperate with listed companies and intermediaries, and thoroughly solve problems such as investment defects, related transactions and horizontal competition in the history of listed companies. , establish and improve the corporate governance structure of enterprises, standardize the operation of enterprises. Assist enterprises to formulate feasible sustainable development strategies, help entrepreneurs to establish a correct concept of listing and capital operation, grasp the highlights of enterprise profit model, market positioning, core competitiveness and sustainable normal potential, and make application materials such as share quotation transfer instructions, due diligence reports and working papers.
3. The core of securities enterprises
This is an important part of the listing of the New Third Board. It presides over a meeting of core members of securities firms, examines the written filing documents of companies to be listed, and decides whether to recommend listing to the association.
The Core Committee of the New Third Board Business of the sponsoring brokerage firm will review the relevant filing documents such as the share quotation transfer instruction and due diligence report completed by the above-mentioned project team, and issue audit opinions, paying attention to whether the project team has conducted due diligence on the enterprises to be recommended according to the requirements of the due diligence guidelines; Find out the problems that still need to be investigated or rectified in the enterprises to be listed, and put forward solutions; Agree to recommend the target enterprise to be listed, and issue a Recommendation Report to the Association.
4. Report to the regulatory authorities for review.
This is the decisive stage of the listing of the New Third Board. The China Securities Association will review the filing documents and make a decision on whether to file.
After passing the core, the sponsoring brokerage firm will report the filing documents to the association. If the association decides to accept them, it will issue an acceptance notice. Within 50 working days from the date of acceptance, review the filing documents to verify whether the enterprises to be listed meet the requirements of the pilot measures for the New Third Board and the listing rules. If you have any objection, you can give written or oral feedback to the sponsoring brokerage firm, and the sponsoring brokerage firm will reply. If there is no objection, a filing confirmation letter shall be issued to the sponsoring brokerage firm.
If the Association requests the sponsoring brokerage firm to supplement or modify the filing documents, the acceptance time shall be recalculated from the next working day after the Association receives the opinions of the sponsoring brokerage firm.
If there are still objections to the filing documents after repeated feedback, and it is decided not to file, it shall send a written notice to the sponsoring securities firm and explain the reasons.
5. Share registration and custody
According to the requirements of the "Pilot Measures", the shares of listed companies held by investors should be managed by the sponsoring brokers, and the initial registered shares should be managed by the sponsoring brokers. After obtaining the association's filing confirmation letter, the sponsor securities firm is recommended to assist the listed company to sign a securities registration service agreement with China Securities Depository and Clearing Co., Ltd. before listing, and handle the centralized registration of all shares.
Overall, the listing speed of the New Third Board is still relatively fast. Generally speaking, if listed companies need to carry out share reform, it will take about 2-3 months. It takes about 1-2 months for the due diligence and core of the custody broker; Association audit (including feedback time) takes 2 months; After the approval of the association, the shares can be registered and listed, and the whole process is expected to take about half a year. Of course, if the enterprise itself has legal or financial obstacles and needs rectification, the above time will be adjusted with the progress of rectification.