Enterprise listing guidance refers to the standardized training, guidance and supervision provided by relevant institutions to joint-stock companies that plan to issue stocks and go public. The issuance and listing guidance agency shall be a qualified securities business institution, and in principle it shall be the same securities business institution as the lead underwriter acting on behalf of the company to issue stocks.

1. The main content of corporate listing counseling

The content of corporate listing counseling is determined by the counseling agency on the basis of due diligence and in accordance with the laws, regulations and rules related to issuance and listing, and the listed companies. The necessary knowledge is determined according to the specific situation and actual needs of the enterprise, including the following main aspects:

1. The organization is composed of directors, supervisors, and senior managers of the enterprise (including managers, deputy managers, and board secretaries) , financial officers, other senior managers), shareholders holding 5 or more (including 5) shares (or their legal representatives) to participate in the study of relevant issuance and listing laws and regulations, standardized operations of listed companies and other basic securities knowledge, Provide training and examinations to urge them to enhance their legal concepts and awareness of integrity.

2. Supervise enterprises to initially establish corporate governance structures and standardize operations that meet the requirements of modern enterprise systems in accordance with relevant regulations, including formulating company articles of association that meet listing requirements, standardizing company organizational structures, and improving internal decision-making and control systems; Incentive and restraint mechanisms, improving company financial accounting systems, etc.

3. Verify whether the enterprise is legal in terms of joint-stock company establishment, restructuring and reorganization, equity setting and transfer, capital increase and share expansion, asset evaluation, capital verification, etc., whether the property rights relationship is clear, and whether trademarks and patents are properly disposed of , legal ownership issues of assets such as land and houses.

4. Supervise enterprises to achieve independent operations, ensure that business, assets, personnel, finance, and institutions are independent and complete, and the main business is outstanding to form core competitiveness.

5. Urge enterprises to standardize their relationships with controlling shareholders and other related parties, properly handle horizontal competition and related party transactions, and establish a standardized decision-making system for related party transactions.

6. Supervise enterprises to formulate clear business development goals and future development plans, and formulate feasible plans for the investment of raised funds and other investment projects.

7. Conduct a comprehensive assessment of whether the company meets the conditions for issuance and listing, diagnose and solve problems.

8. Assist enterprises in preparing for initial public offerings of stocks. Counseling institutions and enterprises can negotiate to determine the focus and implementation methods of counseling at different stages. The focus of the early stage of coaching can be on thorough investigation and forming a comprehensive and specific coaching plan; the focus of the mid-term coaching is on concentrated learning and training, diagnosing problems and solving them; the focus of the later stage of coaching is completing the coaching plan, conducting assessments and evaluations, and preparing for the first public disclosure. Preparation of application documents for stock issuance.

2. The main procedures for corporate listing counseling

1. Hire a counseling agency. When enterprises choose a coaching institution, they must comprehensively examine factors such as its independence, credit status, professional qualifications, R&D capabilities, marketing capabilities, and the professional level of specific personnel. According to the "Measures for the Administration of Stock Underwriting Business of Securities Institutions" (Zhengweifa [1996] No. 18), a securities operation institution that holds more than 7 shares of an enterprise or is one of the top five shareholders of an enterprise shall not become a shareholder of the enterprise. Sponsoring agency. If an enterprise wants to combine the coaching agency and the sponsoring agency into one, it is not appropriate to choose the above-mentioned non-independent securities operating agency as the coaching agency.

2. The tutoring agency will enter the venue in advance. According to regulations, listing counseling should officially start after the enterprise is reorganized into a joint-stock company. However, the restructuring and reorganization plan is the core content of the company's preparation for issuance and listing, and is the top priority of the listing guidance work. Therefore, if possible, after the counseling agency reaches a counseling intention with the enterprise, it should intervene as early as possible in the overall design of the enterprise's issuance and listing plan and the specific operations of restructuring and reorganization.

3. Both parties sign a coaching agreement and register it. After the restructuring and reorganization is completed and the joint-stock company is established, the enterprise and the tutoring institution sign a formal tutoring agreement, and within 5 working days after the signing of the tutoring agreement, go to the CSRC branch office where the enterprise is located to complete the tutoring filing and registration procedures.

4. Submit a counseling work filing report. From the date of the start of counseling, the counseling agency shall submit a counseling work filing report to the branch office of the China Securities Regulatory Commission every three months.

5. Rectify the problems existing in the enterprise. As the counseling progresses, the counseling agency will put forward rectification suggestions for the existing problems of the enterprise and urge the enterprise to complete the rectification. When encountering difficult problems during the listing guidance process, companies can try to seek opinions from industry experts or authoritative departments to avoid detours.

6. The company announces to the public that it is preparing to issue shares. Within 10 days after the expiration of the 6-month counseling period, the enterprise should make two consecutive announcements in at least 2 major local newspapers on the matter of receiving counseling and preparing to issue stocks, and accept social supervision. After the announcement, if the dispatched office of the China Securities Regulatory Commission receives a report letter about the enterprise, it may organize an investigation into the report letter. The enterprise should actively cooperate with the investigation to eliminate potential risks of issuance and listing.

7. Coaching for written exams. The tutoring institution will conduct at least one written examination for those who receive tutoring during the tutoring period, and all candidates must pass the final examination results.

8. Submit an application for coaching evaluation. Upon expiration of the tutoring agreement, if the tutoring institution believes that the tutoring has achieved the planned goals, it will submit a "counseling work summary report" to the agency dispatched by the China Securities Regulatory Commission and submit a tutoring evaluation application; if the tutoring institution and the enterprise believe that the tutoring has not achieved the planned goals, they can submit a "counseling work summary report" to the CSRC. The dispatching agency shall apply for an appropriate extension of the counseling time.

9. The tutoring work is over. After receiving the application for counseling evaluation, the CSRC dispatched office will complete the evaluation of the counseling work within 20 working days. If it is deemed qualified, it will issue a "Counseling Supervision Report" to the CSRC and issue an evaluation opinion on the effectiveness of the counseling. Counseling End; if deemed unqualified, the tutoring time will be extended for no more than 6 months as appropriate.

3. Company Listing Accountant Counseling and Consulting Services

The listing of a company's shares on the securities market is a comprehensive effect of its business and strength, and is also an important milestone in the development of the company. It involves complicated procedures, professional review, lengthy time-consuming, and expensive costs. Although listing shares can bring great benefits to companies, it must also go through a very painful process. Therefore, companies should fully weigh the pros, cons and responsibilities of listing when deciding to go public.

Whether the company meets the requirements for listing, chooses the appropriate listing place, arranges the appropriate listing model, uses the best listing time, and what scale and effect it can achieve in the market are often part of the listing consulting team. an important issue. Professional evaluation is of course indispensable, but the normative basis of the detailed rules is the focus and problem of listing.

Among the many regulations for listing operations, accounting and taxation are often the focus and difficulty of a company's preparations for listing. How to standardize the basis to meet the requirements for listing, in addition to the adequacy of the original basis and basis, it is also necessary to make assessments of risks and costs, as well as technical and technical arrangements. Therefore, the listing operation of enterprises must attach great importance to accounting and tax regulations. Work.

Before a company intends to go public, the financial accounting and tax basis are often relatively simple, and there may be more irregular records and arbitrary accounting basis. At this time, the financial accounting results are often not accurate. Complying with the accounting and tax requirements for listing requires major regulatory work.

How to carry out basic financial accounting standardization work should be arranged from the following aspects:

Financial system construction and implementation standards

Asset ownership records

Standard records of inventory

Whether the business situation is suitable for the concept of listing

Whether the financial indicators meet the basic requirements for listing

Whether the company's infrastructure meets the requirements for listing

Eligible listing goals must be clear and consistent with their own development needs

Assessment and analysis of risks or negative impacts that listing will bring

Costs and considerations of listing Analysis

IV. The main work of the company’s listing legal advisor

The first stage: restructuring and establishment of a joint-stock company

1. Assist the company and securities firms in formulating restructuring and restructuring plans plan to determine the main business and asset scope of the joint-stock company.

In this work, it is key to avoid horizontal competition and related transactions as much as possible based on the company's actual situation, so as to comply with relevant requirements without affecting the company's overall interests.

2. Once the plan is determined, the lawyer will conduct due diligence. Investigation methods include: comprehensive and large-scale collection of relevant information from all parties, on-site inspections, interviews with relevant personnel, and investigation and verification with relevant departments.

3. Guide relevant personnel of the enterprise, standardize corporate behavior, initially establish the structure of a modern enterprise system, and pave the way for the establishment of a joint-stock company.

4. Assist enterprises to prepare and sign a series of relevant legal documents such as the "Sponsor Agreement" and the "Articles of Association" of the joint-stock company.

5. After completing the investigation and verification work, the lawyer will prepare a "Legal Opinion" on the establishment of the joint-stock company based on the restructuring plan and the actual situation. The content of this document involves the assets, business, personnel, Finance, organization, etc. are one of the necessary legal documents in the establishment application materials.

6. Assist enterprises and intermediaries to prepare application materials and provide professional legal advice on related issues.

7. Participate in the founding meeting of the joint-stock company.

8. Other tasks required by enterprises and intermediaries.

The second stage: issuance and listing of joint-stock company stocks

1. After the establishment of the joint-stock company, during the securities firm counseling period, lawyers will assist in improving the corporate system and strengthening the corporate management mechanism. Strictly regulate corporate behavior in accordance with the requirements of joint-stock companies to achieve the purpose of issuance and listing.

2. Participate or attend relevant company meetings, assist the company's senior executives in their work, and assist the company in drafting legal documents in the business process.

3. Collect relevant information of the joint-stock company, conduct comprehensive due diligence in accordance with the law, and prepare a "Legal Opinion" for the issuance and listing of the joint-stock company's shares.

4. Participate in the drafting of the "Prospectus", make a fair judgment on whether there are legal risks, and provide special legal opinions on relevant issues.

5. Issue other relevant legal documents required by the competent authorities in accordance with the law

6. Work with various intermediaries to assist enterprises in preparing issuance application materials, and strive to make them as perfect as possible. Pass the review as soon as possible.

7. Complete other work of the enterprise or intermediary agency.

8. During the above work process, lawyers will promptly provide laws, regulations, rules and national policies, answer legal advice at any time, and solve problems for enterprises. The above are the main work contents of various securities businesses engaged in by our firm. We will provide clients with a full range of due diligence services based on recognized lawyer professional ethics and strong business strength to achieve the greatest satisfaction of client interests.

5. The time required for enterprises to prepare before going public

The timetable will be arranged based on the materials submitted to the China Securities Regulatory Commission. The key time points are as follows:

Basic Time: Submit materials to the China Securities Regulatory Commission.

1. Within 3-6 months before application materials: Complete the application and filing work for listing guidance. (The specific time is determined by the time requirements of the local securities regulatory bureaus for listing counseling, which usually takes 3-6 months.) At the same time, each intermediary agency should complete the production of listing application materials.

2. Within 3 months before the application time for listing counseling: Complete the restructuring of the joint-stock company (accounting adjustments should be completed before the restructuring, the relevant accounting statement data has been approved by the relevant intermediaries, and the net asset data will be updated after the restructuring There is no situation where continued reduction will lead to insufficient capital contribution).

3. Within N months before the restructuring (this process takes as short as a few months or as long as a few years): Before the restructuring, the standard work of the company to be listed should usually be completed, and the listing should be carried out according to the designed Plans (for example, equity structure, introduction of investors, equity incentives, etc.) to complete relevant work. This step is a key step that affects the success of the IPO. Depending on the degree of standardization of different companies and the complexity of the designed listing plan, the time span of different companies is very different. Companies should judge the time for listing preparations based on their own circumstances.

The following is a brief list of problems that often exist in companies planning to be listed and may have a greater impact on the listing time. Companies can compare whether there are relevant problems to judge the length of their preparation time.

4. If there have been restructurings, divestitures, or establishments in history that require approval from superior departments or relevant agencies but the approval procedures and procedures are flawed, relevant procedures must be obtained again.

5. If there are situations such as agency holding or employee shares that cause the number of shareholders to exceed 200, they need to be cleared one by one and commitments made, and relevant intermediaries need to verify each one.

6. If there are flaws in the investment, such as the actual investment not being received, investment with patent rights that have no practical use or obviously low value, lack of relevant capital verification, evaluation procedures, etc., relevant procedures need to be supplemented or supplemented. .

7. If the income accounting does not comply with the accounting standards for enterprises, and profits are concealed in order to pay less taxes, etc., it is necessary to make retrospective adjustments and pay the relevant taxes. This situation requires enterprises to pay special attention, as it may directly affect whether the enterprise meets the conditions for listing application and cause the application time to be significantly delayed. When a company is not listed, there is usually an incentive to hide profits and pay less tax. Even when the tax authorities in some areas meet the tax collection targets, they instruct the company not to pay excessive taxes. However, if the company wants to go public, on the one hand, IPO has certain consequences for the company to be listed. Performance requirements, on the other hand, focus on accounting standards and tax compliance issues during IPO review. Therefore, in order to go public smoothly, companies need to release previously hidden profits, which will lead to substantial accounting adjustments across the years. If this kind of accounting adjustment involves a large amount of back taxes, you may face late payment fees and fines from the tax authorities, as well as the inability to issue tax compliance certificates and the inability of sponsors and lawyers to express tax compliance opinions, resulting in ineligibility for IPO declaration. , the relevant year cannot be used as the IPO filing period. This situation often occurs in practice. If you plan to go public, you must plan your performance and tax burden as early as possible.

8. Financial accounting is not standardized and the internal control system is not sound. Relevant regulations must be carried out before materials can be submitted. For example, if the relevant detailed accounting is not carried out, the cost accounting cannot be matched with the income, etc., the enterprise needs to re-adjust the accounts for the three years before the declaration. And it is necessary to hire a qualified accounting institution to conduct relevant audit confirmation.

9. In order to solve the pre-IPO capital needs or change a single shareholding, introduce strategic investors, etc., it is necessary to introduce investors, from finding suitable investors, negotiation, plan design to final investment in place, it is also necessary to Quite a long time. Some companies also involve adjustments to their own equity structures and organizational structures, and they also need to set aside sufficient time.

10. In order to motivate executives and stabilize employees before listing, equity incentives and other matters may be involved. The design of relevant plans and the establishment of shareholding companies also require a certain amount of time.

The above is not listed one by one, but it can be seen from the above that the preparation time for listing varies from company to company, and it is difficult to make a general statement. Sometimes it also has a lot to do with the personality characteristics of the company's leaders and the professionalism of the intermediary agency. It has a big relationship. In practice, it is very fast to declare within one year, and there are many cases where it takes three to five years to prepare. This does not take into account the impact of policy factors such as the CSRC’s suspension of acceptance or restrictions on special industries during the period.