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1. Comply with China's laws, regulations and rules related to overseas listing.
2. The purpose of financing is in line with the national industrial policy, the policy on the use of foreign capital and the provisions of the state on the establishment of fixed asset investment projects.
3. The net assets shall not be less than 400 million yuan, the after-tax profit in the past year shall not be less than 60 million yuan, and there is growth potential, and the amount of financing shall not be less than 50 million US dollars according to the reasonable expected price-earnings ratio.
4. Have a standardized corporate governance structure and a relatively complete internal management system, and have a relatively stable senior management and a high management level.
5. After listing, the dividend distribution has reliable foreign exchange**, which is in line with the relevant provisions of the national foreign exchange management.
6. Other conditions stipulated by the CSRC.
1. What are the general conditions for listing?
According to Article 50 of the ** Law, the following conditions shall be met when applying for listing of shares:
1) ** Approved by the ***** regulatory authority for public issuance;
2) The total share capital of the company shall not be less than RMB 30 million;
3) The public offering of shares reaches more than 25% of the total number of shares of the company; If the total share capital of the company exceeds RMB 400 million, the proportion of shares issued to the public shall be more than 10%;
4) There have been no major violations in the past 3 years, and there are no false records in the financial accounting report. **The Exchange may stipulate listing conditions that are higher than those specified in the preceding paragraph, and report to the ***** regulatory authority for approval. In accordance with the provisions of the ** Law, the Shanghai ** Stock Exchange and the Shenzhen ** Stock Exchange have formulated their own ** listing rules and specifically stipulated the conditions for ** listing, but except for the "total share capital of the company shall not be less than RMB 50 million", it does not seem to be much different from the provisions of the ** Law.
2) Listing conditions of corporate bonds According to Article 57 of the ** Law, the company applying for listing and trading of corporate bonds shall meet the following conditions:
1) The maturity of the corporate bond is more than 1 year;
2) The actual issuance amount of corporate bonds shall not be less than RMB 50 million.
Second, how to go public.
The company goes through the following steps to go public:
1. Prepare the company's listing plan and feasibility report;
2. Hire a lawyer to intervene to improve the legal documents related to the company's management, improve the company's organizational structure in accordance with the provisions of the company law, and prepare and sort out the legal documents related to the company's listing.
3. Hire a certified public accountant to intervene in the audit of the company's listing, and improve the financial statements and original vouchers;
4. Hire a brokerage firm to conduct listing counseling (the counseling period is one year) and recommend;
5. The lawyer issues legal opinions and relevant listing legal documents to the CSRC for approval;
6. Examination and approval; 7. Listing;
8. Certified public accountants conduct financial audits of listed companies after they are listed.
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The company must meet the following statutory conditions for overseas listing: 1. It must conduct in-depth research on the investment environment of the investment destination and actively and steadily carry out overseas investment; 2. Their own conditions and capabilities meet the requirements of overseas investment; 3. To go through the filing or approval procedures; 4. Abide by the laws and regulations of the investment destination and respect local customs.
[Legal basis].
Article 6 of the Measures for the Administration of Overseas Investment of Chan Ku The Ministry of Commerce and the provincial-level competent departments of commerce shall respectively implement the management of filing and approval according to the different circumstances of the enterprises' overseas investment. Where an enterprise's overseas investment involves sensitive countries and regions or sensitive industries, it shall be subject to approval management. Overseas investment by enterprises under other circumstances shall be subject to record-filing management.
Article 19 Enterprises should objectively assess their own conditions and capabilities, conduct in-depth research on the investment environment of the investment destination, actively and steadily carry out overseas investment, and pay attention to preventing risks. If domestic and foreign laws, regulations and rules have requirements for qualifications, the enterprise shall obtain relevant supporting documents. Article 20 Enterprises shall require the overseas enterprises in which they invest to abide by the laws and regulations of the investment destination, respect local customs and habits, fulfill their social responsibilities, do a good job in the construction of environment, labor protection, and enterprise culture, and promote integration with the local community.
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1) The main ways for domestic enterprises to list overseas.
1. Overseas direct listing of domestic enterprises.
Overseas direct listing, that is, directly in the name of the domestic company to apply to the foreign competent authorities for the issuance of ** (or other derivative financial instruments), to the local ** exchange to apply for listing and trading. That is, what we usually call H shares, N shares, S shares, etc. (H shares, refers to the issuance and listing of Chinese enterprises on the Hong Kong Stock Exchange, with the name of the first word H of Hogkog; N shares refer to the issuance** and listing of Chinese enterprises on the New York Stock Exchange, with the name of the first word N of Newyok; Similarly, S shares refer to the listing of Chinese companies on the Singapore Exchange). Usually, overseas direct listings are carried out in the form of IPOs.
The main difficulty of overseas direct listing is that the requirements for the management, issuance and trading of the company are also different due to the different domestic and foreign laws.
2. Overseas indirect listing of domestic enterprises, that is, overseas backdoor listing through overseas companies involving domestic rights and interests.
Backdoor listing refers to the fact that domestic enterprises do not directly issue overseas companies to be listed, but use the name of overseas registered companies to list overseas, and the connection between listed companies and domestic enterprises is achieved through the injection of assets or business, holding, etc., so that domestic enterprises can achieve the purpose of overseas listing. There are two modes of backdoor listing, namely backdoor listing and shell listing. Whether it is buying a shell or building a shell, the essence is to achieve the purpose of listing domestic assets by injecting domestic assets into the shell company.
Backdoor listing refers to the acquisition of part or all of the equity of an overseas listed company by a domestic enterprise and then injecting assets into it to achieve the purpose of an overseas indirect listing. Backdoor listing can avoid the complicated approval procedures for overseas listings under domestic laws, and the financial disclosure of enterprises is relatively relaxed, which can save time and achieve the purpose of actual listing. The disadvantages of buying a shell listing are:
1) The high cost of buying a shell (for example, in the Hong Kong market, the acquisition cost has increased greatly due to the shell company), which is contrary to the original intention of most domestic enterprises to go overseas for listing;
2) The risk is relatively large. Because they are not familiar with overseas listed companies, once the acquisition is completed, the purpose of listing cannot be achieved (such as the purchase of junk **, not only can not raise funds from the market after the holding, but is burdened with debts) or the acquisition fails, the cost is very large.
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1. What are the ways for the company to list overseas?
1. Overseas direct listing of Mengtan.
Overseas direct listing refers to directly applying for registration in the name of a domestic company with a foreign competent authority, and issuing a certificate (or other derivative financial instruments) to apply for listing and trading on a local exchange.
2. Overseas indirect listing.
Due to the complicated, costly and long time required for direct listing, many enterprises, especially private enterprises, have indirectly listed overseas in order to avoid the complicated approval procedures in China. That is, a domestic enterprise registers a company overseas, and the overseas company obtains control of domestic assets by means of acquisition, equity replacement, etc., and then takes the overseas company to the overseas exchange for listing.
There are two main types of indirect listings: shell listing and shell listing. Its essence is to achieve the purpose of listing domestic assets by injecting domestic assets into a shell company, which can be a listed company or a company to be listed.
2. What are the conditions for overseas listing?
Domestic shares that meet the conditions for overseas listing can apply to the China ** Regulatory Commission for overseas direct listing financing, and the CSRC will approve the listing application that meets the following conditions in accordance with the law:
1. The purpose of financing is in line with the national industrial policy, the policy on the use of foreign capital and the provisions of the state on the establishment of fixed asset investment projects;
2. The net assets of the applicant company shall not be less than 400 million yuan, the after-tax profit in the past year shall not be less than 60 million yuan, and the overseas financing amount shall not be less than 50 million US dollars;
3. Have a standardized corporate governance structure, a relatively complete internal management system and stable senior management;
4. Dividends and dividends after listing must have reliable foreign exchange** and comply with the relevant regulations of the national foreign exchange administration;
5. The applicant company shall submit the application materials in strict accordance with the procedures stipulated by the securities regulatory authority. As the overseas direct listing of a domestic company is a systematic capital operation project, it requires the in-depth participation of intermediaries such as overseas referees, overseas managers, overseas accounting firms, and overseas law firms. To this end, the CSRC stipulates that a domestic company shall submit a written list of intermediaries to be selected to the CSRC for the record before determining the intermediaries.
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