The relevant conditions and specific requirements for the initial public offering and listing of Shanghai Securities are as follows:
1. Subject qualification: The A-share issuer shall be a legally established and existing joint stock limited company; With the approval of the State Council, when a limited liability company is changed into a joint stock limited company according to law, it can publicly issue shares.
2. Corporate governance: the issuer has established and improved the system of shareholders' meeting, board of directors, board of supervisors, independent directors and secretary of the board of directors according to law, and relevant institutions and personnel can perform their duties according to law; The directors, supervisors and senior managers of the issuer meet the qualifications prescribed by laws, administrative regulations and rules; The directors, supervisors and senior managers of the issuer have understood the laws and regulations related to the stock issuance and listing, and know the legal obligations and responsibilities of the listed company and its directors, supervisors and senior managers; The internal control system is sound and effectively implemented, which can reasonably ensure the reliability of financial reports, the legitimacy of production and operation, and the efficiency and effect of operation.
3. Independence: it should have a complete business system and the ability to operate independently directly facing the market; Assets should be complete; Personnel, finance, institutions and business must be independent.
4. Horizontal competition: There is no horizontal competition with the controlling shareholder, actual controller and other enterprises controlled by them; After the implementation of the raised funds investment project, there is no horizontal competition.
5. Related party transactions (transactions between related parties of enterprises): There are no obviously unfair related party transactions between the controlling shareholders, actual controllers and other enterprises under their control; The relationship between related parties should be fully disclosed, and related party transactions should be appropriately disclosed according to the principle of materiality. The price of related party transactions is fair, and there is no manipulation of profits through related party transactions.
6. Financial requirements: the accumulated net profit in the first three years of issuance exceeds 30 million; The accumulated net operating cash flow in the three years before the issuance exceeds 50 million yuan or the accumulated operating income exceeds 300 million yuan; The proportion of intangible assets to net assets shall not exceed 20%; There are no false records in the financial reports in the past three years.
7. Share capital and public shareholding: not less than 30 million shares before issuance; The total share capital of a listed joint-stock company is not less than 50 million yuan; Public shareholding is at least 25%; If the total number of shares at the time of issuance exceeds 400 million shares, the issuance ratio may be reduced, but it shall not be less than10%; The issuer's equity is clear, and there is no major ownership dispute between the controlling shareholder and its controlling shareholder and the actual controller.
8. Other requirements: the issuer's main business, directors and senior management personnel have not changed significantly in the last three years, and the actual controller has not changed; The registered capital of the issuer has been paid in full, the procedures for the transfer of property rights of assets contributed by the promoters or shareholders have been completed, and there is no major ownership dispute over the issuer's main assets; The production and operation of the issuer conform to the provisions of laws, administrative regulations and the articles of association of the company, and conform to the national industrial policy; There has been no major illegal act in the past three years.
The listed stocks of Shenzhen Stock Exchange are Class I listed stocks, Class II listed stocks and Class III listed stocks respectively.
1. Requirements for primary listed stocks:
(1) Business record: On the whole, the company applying for listing should have been established or engaged in the main business for more than 5 years, with a stable business foundation and good development prospects;
(2) Capital amount: The par value of ordinary shares actually issued by the listing applicant company should be 50 million yuan;
(3) Stock market price: the average closing price of the shares of the listed applicant company in the last six months should be higher than its face value10%;
(4) Capital structure: The after-tax net assets of the listing applicant company in the recent 1 year should account for more than 25% of the total assets, and there is no accumulated loss;
(5) Profitability: The profit record of a company applying for listing shall meet one of the following criteria. First, the ratio of pre-tax profit to paid-in share capital in the annual final accounts of the past three years has reached more than 10%; Second, the pre-tax profit in the past three years has reached more than 10 million yuan, and the profit rate of equity is not less than 5%; Third, the annual pre-tax profit in the last three years meets one of the first two standards;
(VI) Equity dispersion: If the listing application of a listing applicant company is approved by the Exchange, its equity distribution shall meet the following conditions: first, the number of registered shareholders is more than 2,000, among which the number of shareholders holding shares with a face value of 2,000 yuan to 200,000 yuan is not less than 1500, and the sum of the face values of the shares held accounts for more than 20% of the total issued share capital or reaches 1500; second, they hold shares. (7) Share circulation: the total transaction face value of the shares of the company applying for listing in the last six months should be more than 2.5 million yuan or the ratio of the daily average transaction face value to the face value of listed shares should be not less than one ten thousandth.
2. Requirements for secondary listed stocks:
(1) Operating record: A company applying for listing should have a sound operating record of 1 year or more, a stable business foundation and good development prospects;
(2) Capital amount: the paid-in share capital of the company applying for listing shall be more than 20 million yuan;
(3) Stock market price: the average closing price of the shares of the listed applicant company in the last six months should be higher than its face value10%;
(4) Capital structure: The ratio of net assets to total assets of the listed applicant company after tax in recent 1 year should reach 25%, and there is no accumulated loss;
(5) Profitability: The profit record of the listing applicant company should meet one of the following criteria: First, the profit rate of equity in the last two years has reached more than 65,438+00%; Second, the pre-tax profit in the past two years has reached more than 4 million yuan, and the profit rate of equity is not less than 5%; Third, the annual pre-tax profit in the last two years meets one of the first two standards;
(VI) Equity dispersion: If the listing application of the listing applicant company is approved by the Exchange, its equity distribution shall meet the following conditions: First, the number of registered shareholders is more than 65,438+0,000, among which the number of shareholders holding shares with a face value of 65,438+0,000 ~ 65,438+0,000 million yuan is not less than 750, and the sum of the face values of the shares held accounts for the total. Second, shareholders whose shares account for less than 2% of the total shares should account for more than 25% of the total issued share capital of the company; (7) Share circulation: The total transaction face value of the shares of the company applying for listing in the last six months should be more than 500,000 yuan or the ratio of the daily average transaction face value to the face value of listed shares should be no less than 0.5%.
3. Requirements for Class III listed stocks:
(1) Capital amount: the paid-in share capital of the company applying for listing is more than 5 million yuan;
(2) Stock market price: the average closing price of the shares of the listed applicant company in the last six months should be higher than 5% of its face value;
(3) Capital structure: the net value of tangible assets per share of the listed applicant company after tax payment in the latest 1 year is not lower than its face value, and there is no accumulated loss;
(4) Profitability: The profit record of a company applying for listing shall meet one of the following criteria. First, in recent years, the profit rate of equity has reached more than 10%; Second, the pre-tax profit in the past two years has reached more than 6,543,800 yuan, and the profit rate of equity in the past two years is not less than 5%. In addition, the pre-tax profit of the year 654.38+0 should be higher than that of the previous year 654.38+0, the expected pre-tax profit of the next most recent year should not be lower than that of the previous year 654.38+0, and the equity interest rate should be above 654.38+00%.
(V) Decentralization of shares: if the listing application of a listing applicant company is approved by the Exchange, its equity distribution shall meet the following conditions: the number of registered shareholders is more than 500, among which the number of shareholders holding shares with a face value of 500 yuan to 50,000 yuan is not less than 300, and the sum of the face values of the shares held by them accounts for more than 25% of the total issued share capital;
(6) The number and total amount of shares held by directors, supervisors and managers are in compliance with the provisions of the Exchange;
(7) Directors, supervisors, managers and shareholders who actually hold or control shares accounting for more than 5% of the total issued share capital shall entrust their shares to the institutions designated by the Exchange for safekeeping according to the amount or proportion stipulated by the Exchange, and promise not to sell them within 65,438+0 years from the date of listing of the shares, and the obtained custody certificate shall not be transferred or mortgaged, and after the expiration of 65,438+0 years, the shares entrusted shall be recovered in accordance with the provisions of the Exchange.
Conditions for the company to be listed on the GEM;
1. Basic requirements of the company:
(1) The company to be listed on the Growth Enterprise Market shall be a joint stock limited company established in accordance with the law and continuously operated for more than three years. (Note: Significance of listing on GEM If a liability company is converted into a joint stock limited company according to the original book net asset value, the time of going concern can be calculated from the date of establishment of the limited liability company. )
(2) The registered capital of the company to be listed on the Growth Enterprise Market has been paid in full, the promoters or shareholders request to be listed on the Growth Enterprise Market, and the procedures for the transfer of property rights of the assets as capital contribution have been completed. There is no major ownership dispute over the main assets of the company to be listed on the GEM.
(3) A company to be listed on the Growth Enterprise Market shall mainly engage in one kind of business, and its production and operation activities shall comply with the provisions of laws, administrative regulations and the articles of association, as well as the national industrial policy and environmental protection policy.
(four) the main business, directors and senior management personnel of the company to be listed on the GEM have not changed significantly in the past two years, and the actual controller has not changed.
2, the company's internal financial situation requirements:
(1) has been making profits continuously in the last two years, and the accumulated net profit in the last two years is not less than10 million yuan, and continues to grow; Or profit in the last year, and the net profit is not less than 5 million yuan, the operating income in the last year is not less than 50 million yuan, and the growth rate of operating income in the last two years is not less than 30%. Net profit is calculated at the lower before and after deducting non-recurring gains and losses; Its net assets before issuance are not less than 20 million yuan; There is no uncompensated loss at the end of the recent period; The total share capital after issuance shall not be less than 30 million yuan.
(2) The company to be listed on GEM should have sustainable profitability (stable business model and product or service variety structure; There is no risk in trademarks, patents and proprietary technologies; There is no customer dependence in the net profit of the latest year. )
(3) Pay taxes according to law, and all tax incentives comply with relevant laws and regulations. There is no serious dependence on tax incentives for the operating performance of companies to be listed on GEM.
(4) There is no major debt risk, and there are no major contingencies such as guarantee, litigation and arbitration that affect the going concern.
HKEx can be divided into main board market and growth enterprise market, with different listing requirements.
1. Listing requirements of main board
Mainly to raise funds for companies with larger scale, better foundation and higher profits.
(1) The total profit in the first three years of listing (profit rate refers to the total profit) is 50 million Hong Kong dollars (it must reach 20 million Hong Kong dollars in the latest year);
(2) The market value at the time of listing must reach 1 100 million Hong Kong dollars;
(3) The minimum shareholding ratio of the public is 25% (if the market value of the issuer exceeds HK$ 4 billion, the minimum shareholding ratio can be reduced to10%);
(four) the three-year business record period must be operated under basically the same management and ownership;
(5) At the time of listing, there must be at least 65,438+000 shareholders, and every issue of HK$ 65,438+000 million must be held by at least 3 shareholders;
(6) Information disclosure: financial report twice a year;
(7) Underwriting arrangement: The public offering subscription must be underwritten in full.