The Listing Process Of Garment Enterprises

In recent years,

When the industry goes "go, go public", many enterprises do not know how to take the first step. I don't know which way to go to market. What are the conditions for listing? What are the steps of listing? How can I embark on the road of going public?

Faced with so many problems, we have to start with some basic common sense of the financing way of clothing enterprises, so that they can grab the cheese as soon as possible.

In terms of basic business processes of restructuring and listing of garment enterprises, they usually go through such stages as Limited by Share Ltd establishment, listing guidance, issuance declaration and auditing, stock issuance and listing.

I. restructuring and establishment

When an enterprise applies for issuing stocks, it must first initiate the establishment of a joint stock company.

Whether the establishment of stock companies is regulated directly affects the compliance of issuing and listing.

(1) restructuring and establishment

1. New establishment.

That is, more than 5 sponsors contribute to the establishment of a new joint stock company.

2, restructuring.

That is to say, the whole or part of the enterprise will be original.

After the assessment or confirmation, the company shall establish a joint stock company as an investor.

3, the overall change of the limited liability company.

That is to say, we should first establish a limited liability company or set up a new limited liability company, and then pform the limited liability company into a joint stock company.

(two) restructuring and establishment procedures

1. New establishment of basic procedures.

(1) the initiator formulates the establishment of a joint stock company.

;

(2) sign the sponsors' agreement and draft the articles of Association;

(3) obtain the approval of the department authorized by the State Council or the provincial people's government to establish a company;

(4) sponsors subscribe for shares and pay shares;

(5) hire an accountant firm with securities qualification to verify capital;

(6) to convene a founding meeting and establish a company's organizational structure;

(7) apply for registration of establishment with the company registration authority.

2. Basic procedures for restructuring.

(1) formulate a plan for restructuring;

(2) employ intermediary organizations with qualification of securities business to conduct audit and state assets appraisal;

(3) sign the sponsors' agreement and draft the articles of Association;

(4) draw up the disposal plan of the state owned land and obtain the approval of the land management department;

(5) draw up a state-owned equity management plan and obtain approval from the financial department;

(6) obtain the approval of the department authorized by the State Council or the provincial people's government to establish a company;

(7) initiator's subscription to shares and payment of shares and pference of property.

(8) employ accounting firms with securities business qualifications to verify capital;

(9) the establishment of the company's founding conference and the establishment of a company's organizational structure;

(10) apply for registration of establishment with the company registration authority.

3. Basic procedures for the overall change of limited liability companies

(1) to apply to the authorized department of the State Council or the provincial people's government for approval and apply for approval.

(2) hire an accountant firm with securities business qualification to audit;

(3) the shareholders of the original limited liability company, as the initiator of the proposed joint stock company, will invest the audited net assets at the ratio of 1:1 to the joint-stock company to be established.

(4) employ accounting firms with securities business qualifications to verify capital;

(5) draft the articles of Association;

(6) to convene a founding meeting and establish a company's organizational structure;

(7) apply for registration of change to the company registration authority.

Two, listing guidance

Before applying for initial public offerings, a joint stock company applies for guidance from a counselling institution.

The counseling period is at least one year.

(1) procedures for listing guidance

1, hire counseling agencies.

The guidance institution should be a securities operation institution with sponsor qualification and other institutions identified by the relevant departments.

2, sign the counseling agreement with the guidance agency, and go to the securities regulatory bureaus of the company where the company is located.

3, the formal counselling.

The guidance agency reports to the local securities regulatory bureau 1 times every 3 months.

4, counselling agencies put forward rectification proposals for the problems of joint-stock companies and urge them to complete the rectification.

5. Counselling agencies carry out written examinations at least 1 times for counselling personnel.

6, submit the guidance assessment application to the local securities regulatory bureau

7, the Securities Regulatory Commission acceptance, issued guidance supervision report.

8, a joint stock company announcements the issue of stocks to the public.

Within 6 days after the expiration of the counseling period, the joint stock company shall announce 2 times more than 2 main newspapers in the local market within 10 days after the completion of the counseling.

(two) main contents of listing guidance

1, supervise and urge the directors, supervisors, senior managers of the joint stock companies, or shareholders (or their legal representatives) who hold more than 5% of the shares (including 5% of the shares) to carry out comprehensive regulations and knowledge learning or training.

2, supervise and urge joint-stock companies to establish a corporate governance foundation that meets the requirements of modern enterprise system in accordance with relevant regulations.

3, verify the legality and effectiveness of the establishment, restructuring and reorganization, equity allocation and pfer, capital increase and share expansion, asset appraisal, capital verification, etc., and whether the ownership relationship is clear and whether the ownership structure is in conformity with the relevant provisions.

4, supervise and urge the joint stock company to operate independently, so that business, assets, personnel, finance and institutions will be independent and complete. The main business will be prominent and form the core competitiveness.

5, urge the stock company to regulate the relationship with the controlling shareholder and other related parties.

6, supervise and urge the stock companies to establish and perfect the standardized internal decision-making and control system, and form effective financial, investment, internal constraints and incentive systems.

7, urge the stock company to establish and improve the company's financial accounting management system, and eliminate accounting fraud.

8, urging the stock company to form clear business development goals and future development plans, and formulate feasible investment plans for stock raising funds and other investment projects.

9, a comprehensive assessment of whether the stock company has reached the conditions for issuing the listing and assisting in the preparation of initial public offerings.

Three, issuance declaration and audit

(1) check whether the company has reached the basic conditions for applying for public issuance of shares.

The issuance of shares requires the following basic conditions:

1, the first issue of new shares has been raised and separated for more than 1 years.

2, the establishment of a joint stock company has been full for 3 years.

A joint stock company or a limited liability company established by a state-owned enterprise as a whole shall be wholly changed or established by a limited liability company. If it is exempt from the State Council's approval, it may not be restricted by the time limit.

3, in the past three years, it will continue to make profits and pay dividends to shareholders.

4, the company has not committed any major illegal activities in the past 3 years, and there is no false record in the financial accounting documents.

5, the company expects profit rate to reach the interest rate of bank deposits in the same period.

6, the company's share capital before issuing is not less than 35% of the proposed share capital, and the total share capital of the company after issuing is not less than RMB 50 million yuan; the shares that are publicly issued to the public amount to more than 25% of the total shares of the company; and the total share capital of the company exceeds RMB 400 million yuan, and the proportion of its shares to the public development shares is more than 15%.

7, the production and operation of the company conforms to the national industrial policy.

8, at the end of the first 1 years, the proportion of intangible assets (excluding land use rights) to net assets should not exceed 20%, and the net assets after the issuance will not be less than 30% of the total assets.

9, there is no competition with the controlling shareholders (or actual controllers) and their wholly owned or controlled enterprises.

10. It has the capability of directly facing the market independently. In the last year and the latest issue, the trading volume of the company and the controlling shareholder (or the actual controller) and its wholly owned or controlling enterprises in the procurement of products or services (raw materials or services) accounts for no more than 30% of the company's main business income or the amount of raw materials purchased (or services).

11. With a complete business system, the company has entrusted the holding shareholders (or actual controllers) and their wholly owned or holding enterprises in the last year and the recent period to carry out the sales of products (or services) or raw materials (or services), accounting for no more than 30% of the company's main business income or the amount of foreign purchase raw materials (or services).

12, with the necessary assets to carry out production and operation, the last year and the latest phase, by contracting, entrusting operation, leasing or other similar forms, relying on the assets of the controlling shareholders (or actual controllers) and their wholly owned or holding enterprises to carry out the production and operation of the assets do not exceed 30% of their main business income.

13, the chairman, the vice chairman, the general manager, the deputy general manager, the financial officer, the Secretary of the board of directors, and no other administrative posts except the controlling shareholders (or actual controllers) or the controlling shareholders (or the actual controllers) are not paid.

14, except for the investment companies and holding companies stipulated by the State Council, the total investment amount of the company shall not exceed fifty percent of the company's net assets (of which the accumulated foreign investment and net assets are calculated according to the consolidated accounting statement data at the end of the latest period).

15, the board members should include at least 1/3 independent directors, and the independent directors include at least one accounting professional (accounting professionals refer to those with senior professional titles or certified public accountants).

16, the funds raised have clear purpose. After careful demonstration of investment projects, the amount of remuneration shall not exceed two times that of audited net assets of the company at the end of last year.

(two) prepare for the production of stock issuance application documents.

1, hire a lawyer and certified public accountants with securities business qualifications to proceed with verification verification and audit work respectively.

2, jointly formulate preliminary issuance plans with the sponsors, make clear the scale of stock issuance, issuing price, issuing method, the way of raising investment projects and the way of distributing profits, and form relevant documents for consideration by shareholders' general meeting.

3, evaluate the feasibility of the investment projects and raise the feasibility study report of the fund-raising funds; obtain investment approval from the relevant departments and obtain approval from the relevant departments.

4. For equipment and production lines that require environmental protection department to issue environmental protection certificates, special personnel should be organized to apply for environmental protection tests to the environmental protection department and obtain relevant supporting documents issued by the environmental protection department.

5, collate the company's income tax returns for the past 3 years, and apply to the tax department for a certificate of whether there is any tax violation in the last 3 years.

(three) making application documents for stock issue

The application documents for stock issuance mainly include the following contents:

1, prospectus and prospectus summary;

2. The full text of the audit report and financial report in the latest 3 years;

3. Stock issuing plan and issuing announcement;

4, the sponsor recommends the company's letter to the SFC.

5, the sponsor's verification opinions on the company's application documents;

6, the guidance agency reported to the Securities Regulatory Commission for the issuance of guidance on stock issuance and listing report.

7. Legal advice and lawyer's work report issued by lawyers.

8. A report on the issuance of shares by enterprises.

9, the issue of shares issued by enterprises authorized the board of directors to handle matters related to the resolution of shareholders' meeting.

10. The plan for raising funds and the resolution of shareholders' meeting.

11, the authorized department's approval document for fixed assets investment project proposal (if approval is needed).

12. Feasibility study report on the project of raising funds;

13, the relevant documents of the establishment of a joint stock company;

14, other relevant documents, mainly including the description of the restructuring and reorganization plan, the relevant documents on the validity of the major decisions in recent three years and recent, the description of the competition situation, the description of the major related pactions, the description of the business and the stock raising investment meeting the requirements of environmental protection, the comparison of the original financial reports and the declaration of financial reports, the opinions issued by the registered accountant on the discrepancy, the previous asset appraisal reports, the previous capital verification reports, the explanations on the tax situation and the certified opinions issued by the certified public accountants, etc., and the original financial reports of the major shareholders or controlling shareholders in the latest year.

(four) stock issuance audit

1. Accept application documents.

The requirements for the declaration documents are complete and formal compliance; the audit date is final within three months.

2, the first trial.

In particular, it includes issuing silent audit application materials, issuing department's feedback, issuers and intermediaries implementing feedback, issuing department auditing feedback, and issuing department to form a preliminary report.

In the process, the SFC also sought the views of the national development and Reform Commission and the Ministry of Commerce on whether the company's stock raising investment is in line with the national industrial policy.

3, issuance audit committee review.

After the completion of the preliminary examination of the SFC, the preliminary examination report and application document shall be submitted to the working meeting of the issuance examination committee members (hereinafter referred to as the "trial meeting") for examination.

After 7 members discussed fully, they voted on the application of stock issuance by registered ballot, and agreed that the number of votes reached 5 votes was adopted.

4, approve the issue.

According to the audit opinion of the board, the SFC will decide whether or not to approve the issuer's application.

Those documents that have been approved and issued shall be approved and issued publicly.

If no approval is granted, written opinions shall be issued to explain the reasons for not approving the approval.

The SFC shall make a decision within 3 months from the date of accepting the application document.

The letter received must be processed in the process of audit, which can be submitted to the trial committee for discussion of the application for distribution, and the letter of complaint received after the trial meeting must be processed before it can be approved for issuance.

Four, stock issue and listing

(1) stock issue

There are different jobs under different issuing ways.

Generally speaking, it includes:

1, publish prospectus summary and announcement.

2, issuers use the Internet to broadcast roadshows on the Internet.

3, investors purchase new shares through various securities business departments.

4, the Shenzhen stock exchange carries out the registration of the effective purchase of investors, and pfers the result of the quota to the securities business department.

5, the securities business department announces the results of the quota to investors.

6. The main underwriter shall organize the lottery number under the supervision of the notary office.

7. The main underwriter announces the winning result in the newspaper designated by the China Securities Regulatory Commission.

8, the securities business department will collect the subscription of new shares to investors.

9, the Shenzhen branch of China securities registration Clearing Corp carries out liquidation and shareholder registration, and collects the proceeds into the designated account of the main underwriter.

10. The underwriter will collect the proceeds from the issuer's designated account.

11, issuers hire accounting firms to conduct capital verification.

(two) listing of shares

1, develop stock code and stock abbreviation.

After the issuance of the stock issuance application document, the issuer may apply for the application of stock code and stock abbreviation, and submit it to the Shenzhen stock exchange for verification.

2. Application for listing.

After issuance of the issuer's stock, the listing application of the issuer shall be submitted to the Shenzhen Stock Exchange Listing Committee in time.

3, examination and approval.

The Listing Committee of the Stock Exchange issued a notice of listing after being examined and completed by the listing application documents.

4, sign the listing agreement.

After receiving the notice of listing, the issuer shall sign a listing agreement with the Shenzhen Stock Exchange to clarify the rights and obligations of each other.

5, disclosure announcement.

The issuer will publish the announcement of the listing on the designated newspaper of the CSRC within 3 working days before the stock listing.

6, stock trading.

The listed stocks will be listed on the date of listing on the basis of the arrangements made by the Shenzhen Stock Exchange and the listing notice.

General requirements, listed within 7 trading days after listing.