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 profitable for three consecutive 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 within three years, and its financial and accounting reports have no false records;
6. Other conditions stipulated by the State Council.
(1) listing report;
(2) Resolutions of the shareholders' meeting applying for listing;
(3) Articles of association;
(4) Business license of the company;
(five) the financial and accounting reports of the company in the last three years or since its establishment, which have been verified by a statutory verification institution;
(6) Legal opinions and letters of recommendation from the securities company;
(7) The latest prospectus.
After the application for stock listing and trading is approved by the the State Council Securities Regulatory Authority, the issuer shall submit the approval documents and the above-mentioned relevant documents to the stock exchange.
Extended data:
Matters needing attention in backdoor listing
1. Identify valuable shell resources.
How to identify valuable shell resources is a problem that shell buying enterprises should carefully consider. Shell-buying enterprises should choose shell companies with appropriate scale according to their own operating conditions, assets, financing capacity and development planning. Shell companies should have certain quality, profitability and restructuring plasticity, and should not have too many debts and bad debts. Buyers should not only get this "shell", but also find ways to reverse the operation of the shell company, so as to keep this "shell".
2. Do a good job of cost analysis.
It is very important to do a full cost analysis when purchasing shell resources.
The cost of purchasing shell resources includes three parts: the cost of obtaining the controlling share of shell company, the cost of injecting high-quality capital into shell company and the cost of re-operating shell company. The cost of re-operation includes the following:
(1) Disposal cost of "shell" non-performing assets. Most companies listed by buying "shells" should rectify the poor management of shell companies and deal with the original inferior assets;
(2) Make major adjustments to the operation and management of shell companies, including changes in systems and personnel that require a lot of management expenses and financial expenses;
(3) In order to change the bad image of shell companies and gain the trust of the public and investors, it is necessary to invest capital in vigorous publicity and planning;
(4) the cost of maintaining the continuous operation of shell companies;
(5) the cost of maintaining the performance of the shell company after holding. In order to realize the steady growth of shell company's performance, the company that obtains holding must support shell company to some extent.
3. Other matters needing attention
In addition to considering the above costs, due to the common phenomenon of whitewashing financial statements of listed companies in China, there are still problems such as information asymmetry and shell companies hiding unfavorable information, and there are quite a few unknown matters. Therefore, when buying shells, we should also fully consider the risks of shell resources. Before deciding to buy a shell and go public, the decision-makers of enterprises should comprehensively consider and weigh the advantages and disadvantages according to their own specific conditions, and have careful plans and full preparations from strategy formulation to implementation.
(1) In order to fully investigate and accurately judge the true value of the target enterprise, it is necessary to understand the shell company from various angles before the acquisition;
(2) Pay full attention to the special debts and superficial matters of state-owned companies caused by the traditional system, consider the difficulty of enterprise restructuring after the acquisition, pay full attention to the original internal management system and management structure of listed companies, and evaluate the way to integrate the management system after the acquisition, as well as the possible resistance and implementation cost of the management structure;
(3) We should also give full consideration to the corporate culture conflict between shell buyers and shell companies and its influence degree, and consider the risks existing in shell selection, shell purchase and shell listing, including the intentional concealment of debts by shell companies, government intervention, wrong choice of intermediaries, obstacles set by shell companies, high financing costs, and asset restructuring risks.
References:
China Securities Regulatory Commission-Revision of the Regulations on Major Asset Restructuring of Listed Companies