GEM IPO listing conditions

2016-01-20 11:19

※ The IPO of China's Growth Enterprise Market must meet the following financial conditions:
1. The net profit of the two previous fiscal years was positive and accumulated more than RMB 10 million, and continued to grow. Or the profit in the most recent year and the net profit is not less than 5 million yuan, the income is not less than 50 million yuan, and the revenue growth is not less than 30%.
2. The total share capital after the issuance is not less than RMB 30 million.
3. The net assets at the end of the latest period are not less than 20 million yuan, and there is no unrecovered loss.
 
※ The issuer is a joint stock limited company established according to law and has been in business for more than three years.
 
※ If a limited liability company changes its share of the original book's net asset value to a company limited by shares, the duration of the operation can be calculated from the date of establishment of the limited liability company.
 
※ The registered capital has been paid in full, and the transfer of property rights of the sponsor or shareholder with the assets that have been funded has been completed. There is no major tenure dispute between the issuer's main assets.
 
※ It should mainly operate a business, and its production and operation activities are in compliance with laws, administrative regulations and the company's articles of association, in line with national industrial policies and environmental protection policies.
 
※ There have been no major changes in the main business and directors and senior management personnel in the past two years, and the actual controller has not changed.
 
※ The issuer should have continuous profitability, and the following situations do not exist:
 
1. The issuer's business model, product or service variety structure has undergone or will undergo major changes and has a material adverse effect on the issuer's continued profitability;
2. The issuer's industry status or the operating environment of the issuer's industry has undergone or will undergo major changes and has a material adverse effect on the issuer's continued profitability;
3. The risk of significant adverse changes in the acquisition or use of important assets or technologies such as trademarks, patents, know-how, and franchises used by the issuer;
4. The issuer’s operating income or net profit in the most recent year has significant reliance on related parties or customers with significant uncertainties;
5. The issuer’s net profit for the most recent year is mainly derived from investment income outside the scope of the consolidated financial statements;
6. Other circumstances that may have a material adverse effect on the issuer's continued profitability.
 
※ The issuer pays taxes according to law, and the various tax benefits enjoyed are in compliance with relevant laws and regulations. The issuer's operating results do not rely heavily on tax incentives.
 
※ The issuer does not have significant debt repayment risk, and there are no major contingent issues such as guarantees, litigation and arbitration that affect continuing operations.
 
 ※ The issuer's shareholding is clear, and there is no significant ownership dispute between the controlling shareholder and the shareholder of the issuer held by the controlling shareholder and the actual controller.
 
※ The issuer's assets are complete, business and personnel, finance, and institution are independent. It has a complete business system and the ability to directly operate independently in the market. There is no horizontal competition with the controlling shareholder, the actual controller and other enterprises controlled by it, as well as related party transactions that seriously affect the independence of the company or are unfair.
 
※ The issuer has a sound corporate governance structure, and establishes and improves the shareholders' meeting, the board of directors, the board of supervisors, and the independent directors, the secretary of the board of directors, and the audit committee system in accordance with the law. Relevant institutions and personnel can perform their duties according to law.
 
※ The issuer's accounting basic work norms, the preparation of financial statements in accordance with the accounting standards of the enterprise and the relevant accounting system, in all major aspects, fairly reflect the issuer's financial status, operating results and cash flow, and issued by the certified public accountant without reservation Audit report of the opinion.
 
※ The issuer's internal control system is sound and effectively implemented. It can reasonably guarantee the reliability of the company's financial reports, the legality of production and operation, the efficiency and effectiveness of operations, and the CPA will issue an internal control assurance report with unreserved conclusions.
 
※ The issuer has a strict fund management system, and there is no situation in which the funds are occupied by the controlling shareholder, the actual controller and other enterprises controlled by them, by borrowing, debt repayment, advance payment or other means.
 
※ The issuer's articles of association have clearly defined the approval authority and review procedures for external guarantees, and there is no case of guarantees for violations of the controlling shareholders, actual controllers and other enterprises controlled by them.
 
※ The directors, supervisors and senior management of the issuer understand the laws and regulations related to the issuance and listing of shares, and understand the legal obligations and responsibilities of listed companies and their directors, supervisors and senior management.
 
※ The directors, supervisors and senior management personnel of the issuer shall be loyal and diligent, and shall be qualified by laws, administrative regulations and rules, and the following situations shall not exist:
 
1. The ban on securities market by the China Securities Regulatory Commission is still in the ban period;
2. Have been administratively punished by the China Securities Regulatory Commission in the past three years, or have been publicly condemned by the stock exchange in the past year;
3. The suspected crime was investigated by the judicial authorities or suspected of violating the law and was investigated by the China Securities Regulatory Commission. There is no clear conclusion.
※ The issuer, its controlling shareholder and the actual controller have no major illegal acts that have harmed the legitimate rights and interests of investors and the public interest in the past three years.
 
※ The issuer, its controlling shareholder and the actual controller have not publicly released or disguised publicly issued securities without approval by statutory authorities within the past three years, or the relevant illegal acts occurred three years ago, but they are still in a state of continuity.
 
※ The issuer's raised funds should be used for the main business and have a clear purpose. The amount of funds raised and investment projects shall be compatible with the issuer's existing production and operation scale, financial status, technical level and management capabilities.
 
※ The issuer shall establish a special storage system for raised funds, and the raised funds shall be deposited in a special account determined by the board of directors.

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