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上交所发行上市审核问答汇总(最新)
梧桐树下V· 2025-06-19 11:36
Core Viewpoint - The article summarizes key points from the "Shanghai Stock Exchange Listing Review Dynamics" published since the implementation of the comprehensive registration system, focusing on various regulatory requirements and best practices for companies and intermediaries in the context of IPOs and refinancing. Group 1: Waste Management and Sales Verification - Companies must establish robust internal controls for waste management, including processes for classification, storage, and sales of waste materials [3][4][5] - Intermediaries should verify the accuracy of waste sales accounting, ensuring that sales pricing is fair and consistent with market standards [4][5] - The cost accounting for waste should align with industry practices and maintain consistency throughout reporting periods [5] Group 2: Special Issuance of Securities - When issuing securities to specific targets, companies must ensure that the board resolution complies with regulatory requirements, particularly regarding pricing mechanisms and the involvement of predetermined targets in bidding processes [6][7] - Independent financial advisors and legal representatives must conduct thorough checks on the issuance process to ensure compliance [7] Group 3: Independent Financial Advisors in Mergers and Acquisitions - Independent financial advisors should enhance their professional capabilities to facilitate mergers and acquisitions, focusing on understanding the industry and transaction parties [8] - Advisors must conduct comprehensive due diligence and maintain robust internal controls to ensure the quality of the restructuring process [9] Group 4: Post-Audit Changes in Business Environment - Intermediaries must monitor and verify any significant changes in the business environment after the audit cutoff date, including regulatory changes and market conditions [10][11] - Companies are required to disclose these changes in their prospectus, highlighting potential impacts on future performance [11] Group 5: Convertible Bond Issuance - Companies must ensure that the cumulative bond balance does not exceed 50% of the latest net assets after issuing convertible bonds [12][13] - The disclosure and verification requirements for convertible bond projects include ensuring that the issuance scale is reasonable and compliant with regulations [12][13] Group 6: Internal Control Audits for Listing Applicants - Companies must provide an internal control audit report from a certified public accountant when submitting listing applications or updating financial data [14][15] - Auditors should adhere to relevant guidelines to assess the effectiveness of internal controls and address any significant deficiencies [15] Group 7: R&D Personnel Recognition - Non-full-time R&D personnel should be evaluated based on their actual R&D hours to determine their classification as R&D staff [16][17][18] - Companies must establish internal controls for managing and tracking R&D personnel to ensure compliance with industry standards [18] Group 8: Technology Transfer from Industry-Academia Cooperation - Companies must clarify the ownership and rights associated with technology developed through industry-academia cooperation [19][20] - The degree of reliance on such cooperation should be assessed to ensure that companies possess adequate independent R&D capabilities [19][20] Group 9: Regulatory Compliance for Intermediaries - Intermediaries involved in refinancing projects must be scrutinized for any recent regulatory penalties, which could affect their eligibility for simplified procedures [21][22][23] - Continuous monitoring and reporting of any new developments that may impact compliance are essential [24] Group 10: Equity Incentives and Share-Based Payments - Companies must ensure that the terms of equity incentives are clearly defined and approved to establish the grant date for share-based payments [25][26] Group 11: Pre-Communication in M&A Projects - Companies and advisors should prepare comprehensive consultation materials before submitting M&A projects to enhance communication efficiency [28][29] - Strict management of insider information is crucial during the restructuring process to prevent insider trading [29] Group 12: Fund Utilization in Refinancing - Companies must provide detailed disclosures regarding the specific use of funds raised through refinancing, including the breakdown of capital and non-capital expenditures [30][31][32] Group 13: Major Events Affecting Key Personnel - Companies must report any significant events involving key personnel that could impact listing conditions, ensuring timely communication with regulatory bodies [33] Group 14: Application for Audit System Access - Securities service institutions must follow specific procedures to apply for access to the audit system, ensuring compliance with regulatory requirements [34][35] Group 15: Previous Fund Utilization and Overfunding - Companies must include overfunded amounts in the calculation of previous fundraising utilization to ensure compliance with regulatory standards [36][37] Group 16: Small-Scale Fast-Track Review Mechanism - The small-scale fast-track review mechanism for asset acquisitions has specific criteria and procedural differences compared to conventional reviews [38][39] Group 17: Business Consultation Communication - Companies and intermediaries should utilize established communication channels effectively to address complex issues before submission [40][41]
IPO审1过1
梧桐树下V· 2025-06-19 11:36
文/梧桐数据中心 6月19日,宁波能之光新材料科技股份有限公司IPO申请获得北交所上市委审核通过。 单位:万元 | | | | 北交所 | | | | --- | --- | --- | --- | --- | --- | | 公司简称 | 主营业务 | 2024年营收 | 2024年净利润 | 审核结果 | 保荐/律所/审计 | | 能之光 | 高分子助剂及 功能高分子材 料的研发、生 产和销售 | 61,054.19 | 5,080.26 | 馆过 | 国金证券/北京德恒/容诚 | 能之光 是从事高分子助剂及功能高分子材料的研发、生产和销售的高新技术企业。公司控股股东为宁波微丽特;实际控制人为张发饶,通过直 接、间接持股和一致行动人合计控制公司51.13%的股权,并担任公司董事长及总经理。报告期内,公司营业收入分别为55,563.99万元、56,921.64 万元和61,054.19万元,扣非归母净利润分别为1,580.02万元、4,318.29万元和5,080.26万元。 一、基本信息 公司是从事高分子助剂及功能高分子材料的研发、生产和销售的高新技术企业,是国家级专精特新"小巨人"企业。公司以高分子材料 ...
三天8家IPO获受理,今年至今获受理共49家
梧桐树下V· 2025-06-19 03:52
Group 1 - Two companies received IPO acceptance on June 18, including Shanghai Superconductor on the Sci-Tech Innovation Board and Longyuan Co., Ltd. on the Beijing Stock Exchange [1] - As of June 18, a total of 49 IPO projects have been accepted across the Shanghai, Shenzhen, and Beijing exchanges, with Shanghai accepting 13, Beijing 29, and Shenzhen 7 [2] Group 2: Shanghai Superconductor Technology Co., Ltd. - The company focuses on the research, production, and sales of high-temperature superconducting materials, which have applications in controlled nuclear fusion, superconducting power, and advanced medical fields [3] - The company has no controlling shareholder, with the largest shareholder holding 18.15% of the shares, and no single shareholder has decisive voting power [4] - Revenue for 2022, 2023, and 2024 was reported as 35.78 million, 83.34 million, and 239.53 million yuan respectively, with net profit figures showing a transition from losses to profitability by 2024 [5][6] - The company plans to raise 1.2 billion yuan through its IPO for the production of second-generation high-temperature superconducting materials [11] Group 3: Longyuan Co., Ltd. - Longyuan specializes in the research, production, and sales of precision aluminum alloy die-casting parts, primarily for the automotive industry [13] - The company is controlled by a couple, with the husband holding 55.89% of the shares, leading to a combined control of 98.53% of the voting rights [15] - Revenue figures for 2022, 2023, and 2024 were 519.33 million, 699.40 million, and 868.89 million yuan respectively, with net profits showing consistent growth [16][17] - The company aims to raise 610 million yuan through its IPO for projects related to new energy systems and R&D center construction [21] Group 4: Springlight Technology Group Co., Ltd. - The company focuses on the research, production, and sales of soft magnetic ferrite powder and related products [23] - The controlling shareholder holds 34.04% of the shares, with additional indirect control through other entities [24] - Revenue for 2022, 2023, and 2024 was reported as 1.015 billion, 929.60 million, and 1.077 billion yuan respectively, with net profits increasing over the years [25][26] - The company plans to raise 750 million yuan through its IPO for projects related to smart power magnetic materials and R&D center upgrades [30] Group 5: Other Companies - Various companies including Huada Tong, Aikem New Materials, and Guli Fa have also received IPO acceptance, focusing on sectors such as petrochemical recycling, rubber additives, and electrical equipment [32][40][50] - Each company has outlined their business focus, shareholder structure, financial performance, and planned fundraising amounts for their respective IPOs [41][42][51]
为什么现在业务这么难做?投行大佬们总结出了一些实用建议
梧桐树下V· 2025-06-19 03:52
Core Viewpoint - The article highlights promotional membership offers and educational courses related to investment banking and corporate finance, emphasizing significant discounts and a variety of learning opportunities for professionals in the field [2][4][6]. Membership Offers - Various membership options are available at discounted prices, including: - Annual Card: ¥4099, now ¥2799 - Semi-Annual Card: ¥2599, now ¥1799 - Honor Card: ¥1499, now ¥999 - Monthly Card: ¥699, now ¥599 [1]. Educational Courses - A range of courses is offered for free or at reduced prices, covering essential topics in investment banking and corporate finance, such as: - Mergers and Acquisitions Practicalities - Corporate Compliance Practices - Private Equity Fund Practices - AI Applications in Investment Banking [4][7][8]. - Specific courses include: - Mergers and Acquisitions with 140 case studies (4.9 hours) at ¥199.5 - Corporate Governance Compliance Issues (1.5 hours) at ¥84.5 - Financial Valuation Modeling from beginner to advanced (7.4 hours) at ¥149.5 [7][8]. Promotional Period - The promotional period for membership and courses runs from June 19 to June 26, with special pricing for two-year memberships at ¥3299 [2][8].
企业出海详细攻略(路径、架构、合规、审批、税务、目的地)
梧桐树下V· 2025-06-18 11:58
当前,中国已全面进入企业大航海时代。 根据《2025中国中小企业出海蓝皮书》数据显示: 可见无论是大型企业还是中小微企业,出海热情都空前高涨。然而,光有热情是不够的, 实际上许 多企业在出海过程中, 都因为准备不足而遭遇文化冲突、政策壁垒、资源错配等, 最终导致出海 折戟。 那么,企业出海具体是怎么操作的?需要做好哪些准备工作?又会有哪些风险需要注意并提前做好 应对措施?对此,我们精心筹备了 《企 业出海3周训练营(奖学金班)》 ,带领大家全面了解出 海过程中的实务要点! ● 大型企业中, 30% 已实施出海战略, 20% 有出海意向或计划。 ● 中型企业中, 39% 已实施出海战略, 37% 有出海意向或计划。 ● 小型企业中, 18% 已实施出海战略, 29% 有出海意向或计划。 ● 微型企业中, 14% 已实施出海战略, 14% 有出海意向或计划。 如何报名 扫码报名训练营 企业出海13h全套课程 到手仪¥99(日常价¥998) 结营后课程永久保留 学习收获 21天线上 视频学习 5位资深嘉宾 分享经验 色日常出1份 课后笔记 1次测试 查漏补缺 助教督学 提升学习体验 每日1篇 拓展阅读 | 7月9日 ...
科创板大改革:未盈利科技型企业全部纳入科创成长层,扩大第五套标准适用范围
梧桐树下V· 2025-06-18 11:58
文/梧桐小编 6月18日,中国证监会发布《关于在科创板设置科创成长层增强制度包容性适应性的意见》,对科创板上市制度做了重大改革。上交所发布《关于就进一步深化科 创板改革配套业务规则公开征求意见的通知》及《上海证券交易所科创板上市公司自律监管指引第5号——科创成长层(征求意见稿)》等4个附件。科创板主要 改革措施如下: 一、设置科创板科创成长层,明确企业入层和调出条件 (一)科创成长层的定位。科创成长层重点服务技术有较大突破、商业前景广阔、持续研发投入大,但目前仍处于未盈利阶段的科技型企业。 (二)企业入层和调出条件。未盈利科技型企业全部纳入科创成长层,调出条件实施新老划断。其中,新注册的未盈利科技型企业符合下列条件之一的,调出科 创成长层:(1)最近两年净利润均为正且累计净利润不低于5000万元;或(2)最近一年净利润为正且营业收入不低于1亿元。存量未盈利科技型企业符合现行取 消特殊标识条件的,调出科创成长层。 二、增强优质科技型企业的制度包容性适应性 (一)对于适用科创板第五套上市标准的企业,试点引入资深专业机构投资者制度。 (二)面向优质科技型企业试点IPO预先审阅机制,进一步提升证券交易所预沟通服务质效 ...
并购新规后有哪些变化?8个案例告诉你7大审核要点!
梧桐树下V· 2025-06-18 05:37
2025年5月16日,证监会资产重组新规落地 ,明确"允许未盈利硬科技资产注入上市公司"——这是继科 创板"科八条"、地方百亿并购基金后,政策层面对并购重组的又一次强力刺激。 回顾近年数据可以看出, 并购市场热度持续升温 ,企业关注度、参与度逐渐提高: " 1、并购重组市场形势 | 并购六条导向 | 行业 | 2024年平均并购金额(亿元) | 较近 10年均值增幅(%) | | --- | --- | --- | --- | | 向新质生产力转型升级 | 国防车工 | 575.75 | 495.02 | | | 轻工制造 | 133.51 | 420.03 | | | 传 娱 | 147.46 | 179.31 | | | 计算机 | 34.23 | 42.67 | | | 医药生物 | 33.62 | 40.48 | | | 汽车 | 34.48 | 21.02 | | 加强产业整合 | 非银金融 | 374.54 | 234.08 | | | 纺织服饰 | 73.73 | 113.98 | | | 商贸零售 | 101.25 | 111.79 | | | 父通运输 | 147.46 | 61.12 | ...
证监会主席:科创板新设科创成长层,扩大第五套标准适用范围;创业板启用第三套标准
梧桐树下V· 2025-06-18 05:37
Core Viewpoint - The article emphasizes the importance of capital market reforms in China, particularly through the Sci-Tech Innovation Board (STAR Market) and the Growth Enterprise Market (GEM), to support high-quality development and innovation in technology and industry [3][10]. Group 1: Sci-Tech Innovation Board Reforms - The China Securities Regulatory Commission (CSRC) will enhance the STAR Market by establishing a growth layer and restarting the listing of unprofitable companies under the fifth set of standards, targeting high-quality tech firms with significant breakthroughs and commercial prospects [1][11]. - Six new reform measures will be introduced on the STAR Market, including the introduction of professional institutional investors, pre-review mechanisms for IPOs, and expanding the applicability of the fifth set of standards to more frontier tech sectors like AI and commercial aerospace [1][11]. Group 2: Growth Enterprise Market Initiatives - The CSRC will officially implement a third set of standards on the GEM to support high-quality unprofitable innovative companies in their listing efforts [2][11]. Group 3: Capital Market's Role in Innovation - The capital market is seen as a crucial hub for integrating technology and industry innovation, with a need for a more adaptable financial service system to meet the evolving demands of tech enterprises [4][6]. - The article highlights the significant role of listed companies in driving technological innovation, with A-share listed companies' R&D investment reaching 1.88 trillion yuan, accounting for over half of the total social R&D expenditure [7][8]. Group 4: Structural Changes in Capital Market - The capital market in China has undergone profound structural changes, effectively promoting a virtuous cycle among technology, capital, and industry [7][9]. - The proportion of technology companies among A-share listed firms with a market value exceeding 100 billion yuan has increased from 12% to 27% over the past decade, indicating a growing concentration in sectors like integrated circuits and biomedicine [8][9]. Group 5: Future Directions for Capital Market Reform - The CSRC aims to deepen capital market reforms to enhance inclusivity and adaptability, focusing on the STAR Market and GEM as key areas for development [10][12]. - There will be a push to cultivate patient and long-term capital, encouraging participation from social security funds and insurance capital in private equity investments [12][13].
不同收入的投行人,下班后都在做这8件事!
梧桐树下V· 2025-06-17 15:01
Core Points - The article highlights various educational products and their promotional pricing, emphasizing the value and benefits of long-term membership and training programs [2][3][6][9]. Group 1: Membership and Training Programs - The "Wutong Xueba" two-year membership card is offered at a promotional price of ¥3299, significantly lower than the regular price of ¥6299, providing a cost-effective option for long-term learning [1][2]. - The "Enterprise Going Abroad" three-week training camp is available at a discounted price of ¥699, down from the regular price of ¥1099, featuring 13 hours of video content and over 30 high-density courses [6][9]. - Participants in the training camp can receive a cash rebate of ¥600 upon completion, and the course materials will be permanently accessible [7][9]. Group 2: Educational Materials - The "China Enterprise Going Abroad Guide" is priced at ¥99.5 during the promotional period, down from ¥199, and contains 15.5 million words and 332 pages covering key aspects of international business [11][12][13][14]. - The "Enterprise Mergers and Acquisitions Practical Manual" is also available for ¥99.5, featuring 17.3 million words and 342 pages, detailing the entire merger process with over 100 case studies [16][17][19].
IPO审1过1
梧桐树下V· 2025-06-17 15:01
Core Viewpoint - The company, Haocreat Ruitong Electric Equipment Co., Ltd., has received approval for its IPO application on the ChiNext board, indicating strong market confidence in its business model and growth potential [1]. Group 1: Company Overview - Haocreat Ruitong is a high-tech enterprise focused on the research, production, and sales of smart distribution equipment, including smart ring main units, smart pole-mounted switches, and box-type substations [4]. - The company was established in February 2007 and transitioned to a joint-stock company in November 2020, with a total share capital of 82.1 million shares before the IPO [4]. - As of the end of 2024, the company employs a total of 379 staff members [4]. Group 2: Shareholding Structure - The controlling shareholders are Duan Youtao and Zhang Lingli, a married couple, who collectively control 75.03% of the company. Duan directly holds 38.00% of the shares and indirectly controls an additional 4.87% through a subsidiary, while Zhang holds 32.16% directly [5]. Group 3: Financial Performance - The company's revenue for the reporting period was 55,979.89 million yuan, 67,236.55 million yuan, and 86,725.23 million yuan, showing a consistent upward trend [6]. - The net profit attributable to the parent company, excluding non-recurring gains and losses, was 6,878.42 million yuan, 8,832.49 million yuan, and 10,989.96 million yuan during the same period, indicating strong profitability growth [6]. Group 4: Market Position and Competitive Advantage - The company is expected to address questions regarding its competitive advantages, market share, technological advancements, R&D investments, product quality control, and sustainability of performance growth during the IPO process [7]. - Further clarifications are required on the alignment of sales expenses with revenue growth, customer concentration, and the overall sales model to ensure a comprehensive understanding of the company's market position [8].