(1) subject qualification
(1) the issuer shall be a legally established and legally 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 by way of offering and establishment;
(2) The registered capital of the issuer has been paid in full, the procedures for transferring the property rights of the assets contributed by the promoters or shareholders have been completed, and there is no major ownership dispute over the issuer's main assets;
(3) The production and operation of the issuer comply with the provisions of laws, administrative regulations and the articles of association, and conform to the national industrial policy;
(4) The issuer's equity is clear, and there is no major ownership dispute between the controlling shareholder and the shareholders controlled by the controlling shareholder and the actual controller.
(II) Standardized operation
(1) 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;
(2) The directors, supervisors and senior managers of the issuer have already understood the laws and regulations related to the stock issuance and listing, and are aware of the legal obligations and responsibilities of the listed company and its directors, supervisors and senior managers;
(3) The directors, supervisors and senior managers of the issuer meet the qualifications prescribed by laws, administrative regulations and rules, and shall not have the following circumstances: the measures taken by the China Securities Regulatory Commission to prohibit entry into the securities market are still in the period of prohibition; Being punished by the China Securities Regulatory Commission in the last 36 months, or being publicly condemned by the stock exchange in the last 12 months; There is no clear conclusion that the case has been investigated by the judicial authorities for suspected crimes or by the China Securities Regulatory Commission for suspected violations of laws and regulations;
(4) The issuer's internal control system is sound and effectively implemented, which can reasonably ensure the reliability of financial reports, the legality of production and operation, and the efficiency and effectiveness of operation;
(5) The issuer shall not have any of the following circumstances: in the last 36 months, it has publicly issued securities without the approval of the statutory authority or in disguised form; Or the illegal act occurred 36 months ago, but it is still in a continuous state; Violation of industry and commerce, taxation, land, environmental protection, customs and other laws and administrative regulations in the last 36 months, and administrative punishment, and the circumstances are serious; In the last 36 months, it has applied to the China Securities Regulatory Commission for issuance, but the application documents submitted for issuance contain false records, misleading statements or major omissions; Or do not meet the conditions for issuance to defraud the issuance approval by deception; Or improperly interfere with the audit work of the China Securities Regulatory Commission and its issuance audit committee; Or forge or alter the signatures and seals of the issuer or its directors, supervisors and senior managers; The issuance application documents submitted this time contain false records, misleading statements or major omissions; The suspected crime has been put on file for investigation by judicial organs, and there is no clear conclusion yet; Other circumstances that seriously damage the legitimate rights and interests of investors and the interests of the public;
(6) The issuer's articles of association have clearly defined the approval authority and review procedures for external guarantees, and there is no violation of guarantees for controlling shareholders, actual controllers and other enterprises controlled by them;
(7) The issuer has a strict fund management system, and the funds shall not be occupied by the controlling shareholder, actual controller and other enterprises controlled by them by borrowing, paying off debts, paying in advance or other means;
(III) Finance and Accounting
(1) The issuer has good asset quality, reasonable asset-liability structure, strong profitability and normal cash flow;
(2) The issuer's internal control is effective in all major aspects, and the certified public accountant has issued an unqualified internal control verification report;
(3) The issuer's basic accounting work is standardized, and the preparation of financial statements conforms to the accounting standards for business enterprises and relevant accounting systems, and fairly reflects the issuer's financial status, operating results and cash flow in all major aspects, and an unqualified audit report is issued by a certified public accountant.
(4) The issuer shall prepare financial statements based on actual transactions or events; We should be cautious in accounting confirmation, measurement and reporting; For the same or similar economic business, we should choose consistent accounting policies and shall not change them at will;
(5) The issuer shall fully disclose the related party relationship and appropriately disclose related party transactions 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) The issuer shall meet the following conditions: the net profit in the last three fiscal years is positive and accumulated over RMB 3 million, and the net profit is calculated based on the lower before and after deducting non-recurring gains and losses; The net cash flow generated by operating activities in the last three fiscal years has accumulated more than RMB 5 million; Or the accumulated operating income in the last three fiscal years has exceeded RMB 3 million; The total share capital before issuance is not less than RMB 3 million; Intangible assets (after deducting land use rights, aquaculture rights and mining rights, etc.) accounted for no more than 2% of net assets at the end of the latest period; There is no uncompensated loss at the end of the latest period;
(7) The issuer pays taxes in accordance with the law, and all tax benefits comply with the provisions of relevant laws and regulations. The operating results of the issuer are not seriously dependent on tax incentives;
(8) The issuer has no major risk of debt, and there are no major contingencies such as guarantees, lawsuits and arbitration that affect its continuing operations;
(9) The issuer's application documents shall not contain the following circumstances: intentionally omitting or fabricating transactions, events or other important information; Abuse of accounting policies or accounting estimates; Manipulating, forging or tampering with accounting records or related vouchers on which financial statements are based. The issuer shall not have the following circumstances that affect its sustainable profitability: the business model of the issuer and the variety structure of products or services have undergone or will undergo major changes, which will have a significant adverse impact on its sustainable profitability; The status of the issuer's industry or the operating environment of the industry in which the issuer is located has changed or will change significantly, which has a significant adverse impact on the issuer's sustainable profitability; The issuer's operating income or net profit in the latest fiscal year is heavily dependent on related parties or customers with significant uncertainties; The net profit of the issuer in the latest fiscal year mainly comes from the investment income outside the scope of the consolidated financial statements; There is a risk of significant adverse changes in the acquisition or use of important assets or technologies such as trademarks, patents, proprietary technologies and franchise rights in use by the issuer; Other circumstances that may have a significant adverse impact on the issuer's sustainable profitability.
(IV) Capital structure
The capital structure of a joint-stock company needs to consider the following factors:
(1) The number and domicile of promoters, state-owned shares and their management, foreign shares and their proportion, etc.
(2) net assets and their conversion ratio;
(3) the holding position of the main sponsors (absolute or relative holding);
(4) the amount of funds that the joint-stock company plans to raise;
(5) The profitability and profit of the assets to be invested by the promoters in the joint-stock company are fully diluted;
(6) the future development of joint-stock companies in the secondary market, capital increase and share allotment, etc.