First, the new three board review points
(1) Establishment and legal compliance of laws and regulations
1. The company's previous capital increase, capital reduction and other changes in share capital and internal resolutions, external approval procedures, and whether the company's previous capital increase, capital reduction, etc. are required to perform the necessary procedures, legal compliance, disputes and potential disputes.
2. The company's previous contributions, non-monetary assets assessment and ownership transfer (if any), capital verification, and the authenticity and adequacy of the company's shareholders. Whether the capital contribution performance procedures, the form of capital contribution and the corresponding proportions meet the requirements of effective laws and regulations at that time. Does the company have any funding?
3. Whether the company's previous equity transfer has performed the necessary procedures, legal compliance, disputes and potential disputes. The company's previous stock offerings (if any) and comments on the legal compliance of the company's stock offerings.
(II) Qualification of the subject of the shareholder, actual controller, controlling shareholder
1. Whether the company's shareholders have or have existed laws and regulations, the employer's regulations are not allowed to act as shareholders, or the subject qualifications such as the qualifications of shareholders that do not meet the requirements of laws and regulations.
2. Whether the company's controlling shareholder and actual controller have serious violations of laws and regulations in the past 24 months.
(3) Equity
1. Whether the company has or has been in the case of equity holding, if it exists, please check the formation, change and cancellation of the equity holding and the confirmation of all the holders and the holders, and form and release the holdings. The true validity, the presence or absence of disputes or potential disputes.
2. Does the company have problems affecting the clarity of the company's equity and the resolution of related issues, and whether the company's existing equity has disputes over ownership disputes.
(4) Dong Jiangao and core employees
1. Whether the current directors, supervisors, and senior management personnel have any qualifications that do not meet the qualifications stipulated by laws and regulations or violate the provisions of laws and regulations, and the qualifications of the part-time units. If so, please check the details and resolve the situation. And the impact on the company;
2. Whether the current directors, supervisors and senior management personnel have been subjected to administrative punishment by the China Securities Regulatory Commission or prohibited measures in the securities market in the past 24 months;
3. Whether the company's directors and supervisors, core employees (core technicians) have violated the legal provisions of the non-competition or the agreement with the original unit, are there any disputes or potential disputes concerning the above-mentioned non-competition, if any, please check the specifics. Solving measures and impact on the company's operations;
4. Whether the company's directors and supervisors, core employees (core technicians) have infringement disputes or potential disputes with the original employer's intellectual property rights and trade secrets. If there is any, please check the disputes, settlement measures, and the impact on the company's operations.
(5) Legally regulated operation
1. Whether the company has all the qualifications, licenses, certifications and franchise rights required to conduct business; whether the company has the relevant qualifications will expire and cannot be renewed.
2. Are there any flaws in environmental protection, safe production, and quality standards; are there any other illegal acts?
3. If the company or its shareholders belong to the private equity investment fund manager or private equity investment fund, whether the private equity fund has been filed for filing.
(6) Company business
1. The technological processes used by the company and its role in the company's products or services, the innovation, comparative advantage and alternatives of the company's technology or process.
2. The basic situation of R&D, including but not limited to the department setting of R&D institutions, the number and composition of R&D personnel, the status of core technology (business) personnel, the specific situation of R&D expenditure and its proportion of operating income, R&D projects and achievements.
3. Business contracts and performances that have a significant impact on the company's ongoing operations.
(7) Financial and business matching
1. Whether the income confirmation is in line with the actual operation of the company, whether there are special treatment methods and their rationality (net confirmation, percentage of completion, etc.); whether there are inflated income and hidden income.
2. Whether the company's cost collection, distribution, and carry-over are accurate, whether there is a situation in which performance is adjusted through cost; whether the company's cost structure is abnormal compared with comparable companies.
3. Whether the gross profit level and fluctuations are reasonable; whether the division of each component of the company's operating costs and period expenses is compliant, and whether the ratio of income and cost during the reporting period is reasonable.
4. In combination with prepayments, other receivables, payables, other payables and other assets and liabilities, check whether the company has cross-term confirmation fees; whether the company is verified in combination with fixed assets, construction in progress, long-term deferred expenses, etc. There are situations in which the period expenses are capitalized.
5. Whether the company's accounts receivable balance level and the proportion of current income are reasonable; whether there is long-term unrecovered amount; if there is a large amount of reduction during the reporting period or after the period, please disclose the reasons for the reduction; The company and the company's own characteristics analyze the cautiousness of the bad debt provision policy; explain the post-term collection status. Is there a situation where revenue is recognized in advance?
6. The inventory depreciation reserve plan refers to the specific basis for the reversal, the measurement process, and further checks whether the company's inventory depreciation reserve is cautious and reasonable; whether the company's inventory items are generated, valued, distributed and carried forward, whether it is consistent with the actual production flow, Whether the allocation and carry-over method is reasonable, the calculation is accurate, and whether there is a situation in which the profit is adjusted through the inventory account.
7. Analyze and disclose the reasonableness of fluctuations in cash flow from operating activities, the matching of net cash flow from operating activities with net profit; and explain the contents, amount, and actual business of all large cash flow changes during each reporting period. If there is a match, it is checked with the accounting of the relevant subject.
(8) Financial norms, financial indicators and accounting policies, estimates
1. The internal control system related to the five major cycles of the company's sales and collection cycle, purchase and payment cycle, production cycle, financing and investment cycle, and monetary capital cycle, combined with the separation of duties, authorization and approval, internal voucher records, etc. Whether it is effectively implemented; whether the company's accounting basis meets the requirements of the current accounting basic work norms.
2. The financial indicators of the company and the reasonableness of its fluctuations. If there is an abnormality, please check the authenticity and accuracy of the abnormal accounting data.
3. The company chooses the appropriateness of accounting policies and accounting estimates, whether accounting policies and accounting estimates are significantly different from those of the same industry, the consistency of accounting policies during the reporting period, and whether it uses accounting policies and accounting estimates to change profits, such as Change the way of revenue recognition, adjust the proportion of bad debts, and adjust the method of inventory pricing.
(9) Sustainability of operations
The company should combine operational records (multiple dimensions can be defined, such as: cash flow, operating income, trading customers, R&D expenses, contract signing, industry-specific measurement indicators, etc.), and fundraising capabilities (such as listing and issuance). Indicators, as well as industry trends, market competition, core strengths of the company (eg technology leadership), business model innovation, risk management, major customer and supplier conditions, post-term contract signing and profitability, etc. Foreseeable future sustainability capabilities.
(10) Related parties and related party transactions
1. The company's related parties should be accurate and the disclosure should be comprehensive. There should be no circumstances in which the related parties are not related to the disclosure of related party transactions.
2. The internal decision-making procedures for related party transactions during the reporting period shall be standardized and the trading conditions shall be standardized.
3. In the report period, whether the company has any situation in which the controlling shareholder, the actual controller and its related parties occupy the company's resources (funds), whether it has been repaid.
4. Whether the company and the controlling shareholder, the actual controller and other enterprises controlled by it are engaged in the same or similar business, whether there is horizontal competition, and whether it has been standardized.
5. Whether the company's finance, organization, personnel, business and assets are separated from the controlling shareholder and the actual controller and other enterprises controlled by it; whether the company has dependence on related parties, and whether it affects the company's ability to continue operations.
(11) Taxation
1. In the report period, the company's and its subsidiaries' turnover tax and income tax rate, collection method, and tax incentives are legal and compliant; whether the company's performance depends on tax incentives.
2, the company's tax payment situation, whether there are small taxes, insufficient tax payment, deferred tax payment and other irregular behavior; whether the company has tax evasion, tax evasion and other major violations.
(12) Assets
1. Whether the assets of the company are clear and the documents are complete, whether there are rights, disputes over ownership or other unclear ownership. If so, please check the standardization of the corresponding matters.
2. Whether there is a situation in which the property rights of the assets are shared and whether there is a situation of significant dependence on other parties, whether it affects the independence of the company's assets and business.
3. Whether there is litigation or arbitration for intellectual property disputes.
Second, the new three board special reminder
1. The company must have two operating records for the full fiscal year (January 1 to December 31 of each year) to apply for the listing of the new three boards, that is, if the operation is listed on September 1, 2014, the establishment time of the enterprise No later than January 1, 2012. In addition, if the company was established on January 1, 2013 and completed the 2014 annual financial statement audit in February 2015, it can directly declare the listing of the New Third Board, and it is not necessary to wait until the first quarter of 2015 to report it, that is, the latest financial report. Reports are not mandatory for quarterly, semi-annual, or annual reports.
2. Clear business means that the company can clearly and specifically describe the business, products or services, its use and its business model.
3. The company can operate one or more businesses at the same time. Each business should have corresponding key resource elements, which should have input, processing and output capabilities, and can match commercial contracts, income or cost.
4. In the case of the company's basic profit, the net assets are slightly higher than the registered capital, the share reform will be implemented, so that the company's retained earnings and capital accumulation fund are small, and the natural person shareholders pay a light tax burden.
5. What is the impact of the company's taxation on the listing?
(1) The last period of the reporting period must be audited
(2) At the end of the reporting period, the company has paid the tax department full amount of tax
(3) The tax department issued a certificate of no violation of laws and regulations during the reporting period.
In addition, intermediaries are required to make the following comments:
(1) The actual controller and controlling shareholder of the company issue a promise to undertake possible tax recovery and late payment fees.
(2) The accountant commented on whether the financial accounting in the report period is sound and whether the internal control system is scientific and reasonable.
(3) Lawyers express their opinions on legal compliance
(4) The host brokers comment on all previous issues
Recently, there is a company that has been listed, you can refer to (831757) Zhenhua shares
6. The national SME share transfer system does not impose mandatory requirements on whether to apply for a listed company to establish an independent director. The application for listing companies may formulate relevant regulations according to the characteristics of their own enterprises.
7. How to understand major violations? From the "Administrative Punishment Law"; there is no mandatory requirement for the competent department to issue a document. If the punishment department fails to confirm the violation of the law, the sponsoring brokers and lawyers can reasonably and legally explain that it does not constitute a major violation of laws and regulations, legal and reasonable, looking for If the sponsoring brokers or lawyers cannot explain according to relevant laws and regulations, they need to be in charge of the competent department.
8. The actual controller may change during the reporting period, but it is necessary to explain in detail whether the final implementation will affect the ability of continuing operations.
9. It is not mandatory for enterprises to provide official certificates or verification documents such as environmental protection, quality inspection, safety supervision, etc. at the time of declaration, but it is necessary for the daily operation of the enterprise to comply with the requirements of relevant laws and regulations, and to do relevant information disclosure.
 
Third, the new three board issue shares review details
 
Review points after receiving the stock issuance filing
 
No. Review content Highlights in the review
 First, the record file inspection
 File format check
1.1 Whether the signature office required for the filing document is autographed by the signatory. All signature offices in the filing document cannot be signed by the signature person instead of the signature.
1.2 Whether the stock issuance plan and the issuance report are signed by all directors, supervisors and senior management personnel of the company, and are stamped with the official seal of the company.
1.3 Whether the legal compliance opinions of the sponsoring securities brokers are signed by the legal representative (or the representative authorized by the legal representative) and the person in charge of the project, and the official seal of the sponsoring securities company is affixed, indicating the date of the report; the legal representative of the sponsoring securities dealer authorizes others to sign on behalf of others. Whether the original power of attorney is provided at the same time. Check whether there is any such basic information.
1.4 Is the legal opinion signed by more than 2 lawyers and the heads of the law firms where they are located, and the official seal is stamped by the law firm, and the date of signing is reviewed for the basic information.
1.5 Whether the electronic files in the filing CD include the pdf version and the editable word version. Focus on whether the editable word version and the consistency of the two versions of the material are included.
 File consistency check
1.6 Whether the contents of the resolutions of the board of directors, the resolutions of the shareholders' meeting, the stock issuance plan and the subscription contract are consistent with the contents of the disclosed documents. The key terms such as the target of subscription, the number of subscriptions, and the subscription price are consistent with those specified in the stock issuance plan.
 2. Subscription contract or subscription payment certificate There should be a subscription contract or subscription payment certificate in the filing materials.
2.1 Whether the actual funded subscribers have signed the subscription contract to determine the issuance of the shares of the issuer, the contract signing time should be before the board of directors; the stock issue of the issuer is not determined, and the contract signing time should be after the shareholders' meeting (including the same day).
2.2 If the issuance plan or subscription method stipulates the time limit for signing the subscription contract, is it signed within the time limit?
2.3 Is there any situation in which the issuer has completed the payment before the general meeting of shareholders? Before the shareholders' meeting considers and approves the stock issuance plan, the target party cannot pay the capital verification.
2.4 Whether there is a payment date later than the subscription period If the subscription object cannot pay during the subscription period, the listed company may issue an extension subscription announcement.
 Third, the capital verification report
3.1 Is there a capital verification by an accounting firm with securities and futures qualifications? 1. The capital verification report cannot be issued by the accounting firm branch office;
2. The capital verification report shall not only explain the newly added registered capital, but also explain the new capital recorded in the capital reserve;
3. The accounting firm that issues the capital verification report shall have the qualifications for securities and futures business.
3.2 Is the amount displayed in the capital verification report consistent with the issuance plan and the issuance report?
3.3 The time of payment indicated in the capital verification report and related materials is consistent with the payment time specified in the subscription plan. Check whether the payment time is consistent.
 Fourth, the issue report
 Disclosure of investor suitability
4.1 Whether the number of people to be distributed is disclosed and whether the suitability of the investor is met. Review the basic information.
4.2 Does it involve the issuance of stocks to core employees, whether the core employee list and the identification procedures are disclosed, and whether it complies with the provisions of Article 39 of the “Administrative Measures for Unlisted Public Companies”, and whether the list of core employees participating in the subscription is within the list determined by the board of directors Review for these basic information
4.3 Involving the issue of shares to the brokerage firm, it should be clearly disclosed whether it is a market-making treasury stock. If it is a market-stocking stock, it should also disclose the number of treasury stocks subscribed by the brokerage firm.
 Comparison before and after the release
4.4 Whether the comparison of the number of shares held by the top 10 shareholders, the shareholding ratio and the stock restriction is fully disclosed before and after the issuance.
4.5 Whether the changes in share capital structure, shareholder number, asset structure, business structure, company control rights, directors, supervisors and senior management shares are fully disclosed before and after the issuance.
4.6 Whether the main financial indicators in the last two years and the changes in the indicators such as earnings per share calculated after the completion of the stock is completed are fully disclosed.
 Limited stock sale
4.7 If the stock issuance plan or the subscription contract stipulates the arrangement for the restriction of new shares in the stock issuance, whether the report stipulates that the matter is voluntarily restricted, the voluntary restricted materials shall be submitted according to the provisions of the share transfer.
4.8 Is there any restriction on the issuance of shares to the company's directors, supervisors and senior executives in accordance with the provisions of the “Company Law”?
 Priority subscription arrangement
4.9 Does the report state the existing shareholder priority subscription arrangements, consistent with the stock issuance plan? Review the legal compliance of the priority subscription arrangements
 Sponsored brokers' opinions
4.10 Whether the content of this part is excerpted or quoted from the “Opinions of the Sponsored Brokers on the Legal Compliance of the Stock Issuance” involves share-based payment, gambling or private equity investment funds participating in the subscription, and pays attention to whether the sponsoring securities firm has issued opinions according to the requirements;
4.11 Excerpts and citations of this part of the content are consistent with the text of the “Opinions of the Sponsored Brokers on the Legal Compliance of the Stock Issuance”.
 Lawyer opinion
4.12 Whether the content of this part is excerpted or quoted from the “Legal Opinion” involves the participation of the gambling or private equity investment fund, and pays attention to whether the lawyer has expressed opinions according to the requirements;
4.13 Excerpts and citations of this part of the content are consistent with the meaning of the Legal Opinions. Review the basic information.
 Statement
4.14 All directors, supervisors and senior management of the company promise that there is no false record, misleading statement or major omission in the report on the issuance of shares, and bear individual and joint legal responsibility for its authenticity, accuracy and completeness. Whether all directors of the listed company sign the last page of the stock issuance report and affix the official seal of the company to examine whether there is any such basic information.
  Signed and sealed  
4.15 All directors, supervisors and senior management of the company shall sign the end of the stock issuance report and affix the official seal of the company to examine whether there is any such basic information.
 V. Intermediary opinion
 The opinions of the sponsoring brokers on the legal compliance of the stock issuance involving share-based payment, gambling or private equity investment funds, and whether the sponsoring brokers have expressed their opinions according to the requirements;
5.1 Whether the listed company meets the conditions for the issuance of the exemption application for approval of the issuance of the shares. Review whether there is any such basic information.
5.2 Whether to describe the corporate governance normative
 
 
 Review for these basic information
5.3 Whether to explain the method or method of issuing pricing, the fairness and fairness of the pricing process, and evaluate whether the pricing result is legal and effective. Review whether there is such basic information.
5.4 Explain and evaluate the existing shareholder priority subscription arrangements and the protection of the legitimate rights and interests of existing shareholders. Review whether there is any such basic information.
5.5 Do you comment on the legal process of the issuance process and the results? Check whether there is any such basic information.
5.6 Whether the issue target meets the relevant requirements of the China Securities Regulatory Commission and the National Stock Transfer System Company regarding the appropriateness of investors and the number of issue targets. Review whether there is any such basic information.
5.7 Whether to explain the performance of information disclosure obligations since the listing of the listed company
5.8 Whether the listed company will perform the information disclosure obligation in this stock issue, and check whether there is any such basic information.
5.9 Is there any private equity investment fund manager or private equity investment fund in the current share issue or the existing shareholders of the listed company, whether it has been executed in accordance with the relevant provisions of the “Private Investment Fund Manager Registration and Fund Filing Procedure (Trial)” and other relevant regulations. The registration filing procedure has been specifically described to review the existence of such basic information.
5.10 Is it applicable to the Accounting Standards for Business Enterprises No. 11 - Share Payments? (if any) If the stock issuance involves share payment, the sponsoring broker shall express its opinion.
 Legal opinions concerning the gambling or private equity investment funds, whether the law firm has issued opinions on the request;
5.11 Is the description of the conditions for the listed company to comply with the waiver application approval stock issue, and whether it is consistent with the records of other documents?
5.12 Whether the issue target meets the relevant requirements of the China Securities Regulatory Commission and the National Stock Transfer System Company regarding the investor suitability system. Review whether there is any such basic information.
5.13 Is there a description of the legal compliance of the issuance process and the results, whether it is consistent with the opinions of the sponsoring brokers? Is there any basic information for review?
5.14 Whether to explain the legal compliance of legal documents such as issuing relevant contracts. Focus on reviewing the lawyer's explanation of the legal compliance of the valuation adjustment clauses in the contract documents.
5.15 Is there a description of the existing shareholder priority subscription arrangement or the company's charter excluding the priority subscription? Review whether there is any such basic information.
5.16 Is there any private equity investment fund manager or private investment fund among the existing shareholders of the stock issue or the existing shareholders of the listed company, whether it has fulfilled the relevant provisions of the “Private Investment Fund Manager Registration and Fund Filing Procedure (Trial)” and other relevant regulations. The registration filing procedure has been specifically described to review the existence of such basic information.
 Six other points of review
6.1 After the resolution of the shareholders' general meeting, review the decision-making procedures and resolutions of the general meeting of shareholders. 1. Whether the date of notification of the general meeting of shareholders is in compliance with the time requirements of the Company Law;
2. Whether the stock issuance plan reviewed by the shareholders' meeting is consistent with the deliberation of the board of directors;
3. The general meeting of shareholders shall perform the voting right withdrawal procedure stipulated in the company's articles of association;
4. If the core employees participate in the subscription, they shall fulfill the core employee identification procedures required by the rules;
5. If the board of directors has made major adjustments to the issuance plan, will it be reconsidered by the shareholders' meeting and disclose the announcement of the resolution;
6. The decision-making procedures and resolutions of the shareholders' meeting shall comply with the relevant provisions of the Company Law, the Measures for the Supervision and Administration of Non-listed Public Companies, and the Rules for the Issuance of Stocks.
6.2 Whether to submit the materials to the National Share Transfer System Company in accordance with the regulations within ten transfer days after the completion of the capital verification, and to perform the filing procedures to review whether the filing is filed within the prescribed time limit.
6.3 In the case of inquiry and issuance, is there any illegal or irregular issue in the issuance process? 1. The inquiry shall be made after the approval of the issuance plan by the shareholders' meeting;
2. The sponsoring brokerage company shall, in accordance with the purchase quotation of the inquiry object, in accordance with the principle of price priority, and considering the number of subscriptions or other factors, negotiate with the listed company to determine the issue object, the issue price and the number of shares to be issued;
3. It is recommended to take a written inquiry and keep the data in stock;
4. After the inquiry is completed, it is recommended to issue an announcement of the inquiry result and disclose the process, method and result of the inquiry;
5. Payment verification shall be conducted after the inquiry is completed.
6.4 Is there a situation in which the shareholders' meeting approves the payment before the stock issuance plan or the capital contribution before the subscription period specified in the subscription announcement?
6.5 Is there any use of raised funds before the registration of new shares is obtained? Review whether these situations exist.