Where do enterprises apply for the New Third Board and where do they approve transactions?

Apply for a transaction in the national share transfer system company.

At present, the application of China's joint-stock companies to be listed in the national share transfer system is fully liberalized, not limited by the nature of shareholder ownership, nor limited to high-tech enterprises. Generally speaking, the following conditions can be met:

1. was established according to law and has existed for two years. Where a limited liability company is converted into a joint stock limited company according to the original book net asset value, the duration can be calculated from the date of establishment of the limited liability company.

Two, the business is clear, with the ability to continue to operate.

Three. The corporate governance mechanism is sound and its operation is legal and standardized.

Four, clear equity, stock issuance and transfer of legal compliance.

Verb (abbreviation of verb) sponsors the recommendation of brokers and continuously supervises them.

6. Other conditions required by the national share transfer system.

1. was established according to law and has existed for two years.

(1) Being established according to law means that a company applies for registration with the company registration authority in accordance with the Company Law and other laws, regulations and rules, and obtains the Business License of Enterprise as a Legal Person.

1. The entities and procedures established by the company are legal and compliant.

(1) State-owned enterprises shall provide the corresponding approval documents of the state-owned assets supervision and administration institutions or other departments and institutions authorized by the State Council and local governments on the establishment of state-owned shares.

(2) Foreign-invested enterprises shall provide the approval documents of the competent commercial department.

(3) A joint stock limited company established before the revision of the Company Law (June 5438+1 October1) must obtain the approval document from the authorized department of the State Council or the provincial people's government.

2. The capital contribution of the shareholders of the company is legal and compliant, and the mode and proportion of capital contribution are in line with the relevant provisions of the Company Law.

(1) If the investment is made in kind, intellectual property rights, land use rights and other non-monetary property, the price shall be assessed, the property shall be verified, the ownership shall be clarified, and the property right transfer formalities shall be handled.

(two) investment in state-owned assets, shall comply with the provisions of the state-owned assets evaluation.

(3) The registered capital of the company has been paid in full, and there is no false contribution.

(two years) refers to two complete fiscal years.

It takes two fiscal years for the new third board company to be listed, so how to calculate these two fiscal years, and what are the misunderstandings and understandings?

1. Misreading: The listing conditions of the New Third Board clearly require the listed company to survive for 2 years. In this regard, some people understand that 24 months is enough. For example, enterprises established on September 20 14 1 may apply for listing on the New Third Board. Some people also understand that there must be two complete fiscal years plus the operating record of 1 before applying for listing on the New Third Board.

2. Analysis: An enterprise must have two complete fiscal years (from 65438+ 10/to 65438+February 3 1) to apply for listing on the New Third Board, that is to say, if it is listed in September of 14, the enterprise shall be established no later than 20650. In addition, if the company was established on 20 13, 1 year 10, and completed the audit of the financial statements for 20 14 in February of 20 15, it can directly declare the listing of the New Third Board without waiting.

Note: The financial statement is valid for 6 months, and the share transfer system requires the reporting enterprise to set aside at least 2 months for review. Therefore, the deadline for the validity of the latest financial statements at the time of enterprise declaration cannot be less than 2 months, otherwise the share transfer system will directly require the enterprise to review.

(3) If a limited liability company is converted into a joint stock limited company according to the original book net asset value, the duration can be calculated from the date of establishment of the limited liability company. The overall change should not change the principle of historical cost valuation, nor should it be adjusted according to the results of asset evaluation. It should be converted into the share capital of a joint stock limited company on the basis of the audited net assets on the base date of reorganization. The deadline for filing the latest financial statement shall not be earlier than the base date of reorganization.

Two, the business is clear, with the ability to continue to operate.

(1) Business clarity means that a company can clearly and concretely explain its business, products or services, uses and business models.

(2) The company can run one or more businesses at the same time, and each business should have corresponding key resource elements, and should have the ability of input, processing and output, and can match the commercial contract, income or cost.

1. If the company's business needs the approval of the competent department, it shall obtain the corresponding qualifications, licenses or franchise rights.

2. The company's business must comply with the provisions of laws, administrative regulations and rules, and meet the requirements of national industrial policies, environmental protection and quality and safety.

(3) The ability of going concern refers to the ability of the company to continue to operate in accordance with the established objectives in the foreseeable future based on the production and operation conditions during the reporting period.

1. The company's business should have a continuous operating record during the reporting period, and there should not be only accidental transactions or events. Operating records include cash flow, operating income, trading customers, R&D expenses, etc.

2. The company shall prepare and disclose the financial statements of the reporting period in accordance with the provisions of the Accounting Standards for Business Enterprises. The Company does not have any related matters listed in Auditing Standards for Certified Public Accountants of ChinaNo. 1324-Continuing Operation, and an accounting firm with securities and futures related business qualifications will issue a standard unqualified audit report.

If unqualified audit opinions with emphasized matters are issued in financial statements, the full text of the audit report and detailed explanations of the emphasized matters by the board of directors, the board of supervisors and certified public accountants shall be disclosed, and the handling of the matters involved in the audit report by the board of directors and the board of supervisors shall be disclosed, indicating whether the impact of the matter on the company is significant, whether the impact is eliminated and whether the violation of fairness is corrected.

3. There is no dissolution of the company as stipulated in Article 181 of the Company Law, or the court accepts the application for reorganization, reconciliation or bankruptcy according to law.

Three. The corporate governance mechanism is sound and its operation is legal and standardized.

(1) A sound corporate governance mechanism means that a company establishes a corporate governance structure consisting of shareholders' meeting, board of directors, board of supervisors and senior management (hereinafter referred to as "three meetings and one layer"), formulates corresponding corporate governance systems, and can prove effective operation and protect shareholders' rights and interests.

1. The company established the "Three Meetings and One Floor" according to law, and established the corporate governance system according to the Company Law, the Measures for the Supervision and Administration of Unlisted Public Companies, and the Supervision Guidelines for Unlisted Public Companies No.3-Necessary Articles of Association.

2. The company's "three meetings and one floor" should be in accordance with the corporate governance system. In the limited company stage during the reporting period, the relevant provisions of the Company Law shall be observed.

3. The board of directors of the company shall discuss and evaluate the implementation of the corporate governance mechanism during the reporting period.

(2) Legal and compliant operation means that the company and its controlling shareholders, actual controllers, directors, supervisors and senior management personnel must carry out business activities according to law, and their business activities are legal and compliant, and there are no major violations of laws and regulations.

1. The company's major violations of laws and regulations refer to the criminal punishment or administrative punishment applicable to major violations of laws and regulations in the last 24 months.

(1) Administrative punishment refers to the administrative punishment given by the economic management department for illegal acts involving the company's business activities.

(2) Major violations of laws and regulations refer to the acts of confiscation of illegal income or illegal property by the administrative punishment enforcement organ, which are major violations of laws and regulations, except those that are not recognized by the punishment organ according to law; The act of imposing a fine by an administrative punishment enforcement organ shall be regarded as a major violation of laws and regulations, except that the sponsoring brokerage firm and lawyer can reasonably explain it according to law or the punishment organ determines that the act is not a major violation of laws and regulations.

(3) In the last 24 months, there was no case that the company was suspected of committing a crime and was put on file for investigation by the judicial authorities, and there was no clear conclusion.

2. The controlling shareholder and actual controller are legal and compliant, and there are no major violations of laws and regulations involving the following situations in the last 24 months:

(1) The controlling shareholder and actual controller are subject to criminal punishment;

(2) Being subject to administrative punishment related to the standard operation of the company, and the circumstances are serious; The definition of serious circumstances shall refer to the above provisions;

(3) The suspected crime has been put on file for investigation by judicial organs, and no clear conclusion has been reached.

3. The current directors, supervisors and senior managers shall have and abide by the qualifications and obligations stipulated in the Company Law, and have not been subjected to administrative punishment by the China Securities Regulatory Commission or banned from entering the securities market in the last 24 months.

(3) During the reporting period, there was no situation that shareholders (including controlling shareholders, actual controllers and their related parties) occupied the company's funds, assets or other resources. If so, it should be returned or standardized before applying for listing.

(4) The company should have an independent financial department to conduct independent financial accounting, and relevant accounting policies can truthfully reflect the financial status, operating results and cash flow of the enterprise.

Four, clear equity, stock issuance and transfer of legal compliance.

(1) Clear ownership refers to the company's clear ownership structure, clear ownership, real certainty, and legal compliance. There is no ownership dispute or potential dispute for shareholders, especially the controlling shareholders, actual controllers and their related shareholders or actual controlling shareholders to hold shares of the company.

1. The shareholders of the company are not suitable as the shareholders stipulated by national laws, regulations, rules and normative documents.

2. Those who transfer state-owned shares before applying for listing shall abide by the relevant provisions on the management of state-owned assets.

3. Before applying for listing, the equity transfer of foreign-invested enterprises shall comply with the provisions of the commercial department.

(2) The legal compliance of stock issuance and transfer means that the company's stock issuance and transfer shall comply with the necessary internal resolutions and external approval (if any) procedures, and the stock transfer shall comply with the sales restriction regulations.

1. The issuance and transfer of the company's shares are legal and compliant, and the following situations do not exist:

(1) Public offering of securities in the last 36 months without the approval of a statutory body;

(2) Although the illegal act occurred 36 months ago, it is still in a continuous state, except for a joint stock limited company with more than 200 shareholders established before the implementation of the Measures for the Supervision and Administration of Unlisted Public Companies, which was confirmed by the China Securities Regulatory Commission.

2. The company's stock sales restriction arrangement shall comply with the relevant provisions of the Company Law and the Business Rules of the National Small and Medium-sized Enterprise Share Transfer System (Trial).

(3) A company that transfers its rights and interests in the regional equity market and other trading markets shall apply for issuing transferred shares before listing in the national share transfer system.

(4) The issuance and transfer of the company's holding subsidiaries or other enterprises included in the consolidated statements shall comply with the provisions of these Guidelines.

Verb (abbreviation of verb) sponsors the recommendation of brokers and continuously supervises them.

(1) The company must be recommended by the sponsoring securities firm, and both parties sign the Agreement on Recommended Listing and Continuous Supervision.

(2) The sponsoring brokerage firm shall complete due diligence and core procedures, express independent opinions on whether the company meets the listing conditions, and issue a recommendation report.

6. Other conditions required by National Share Transfer System Corporation.

not have

The development of listing of New Third Board;

1, determine the intermediary.

2. Judge whether there are major obstacles to listing and issue solutions.

3. Shareholding system reform.

4. Due diligence.

5. Quality control and brokerage core.

6. Submit the materials and accept them.

7. The record passed.

8. Share registration.

9. Listing transactions.

10, continuous supervision.