【锋行链盟】科创板IPO股份制改造与规范治理核心要点

Core Points - The core objective of the shareholding reform is to transition the company from a limited liability company to a joint-stock company, ensuring clear asset ownership, financial compliance, and a reasonable equity structure to lay the foundation for an IPO [2] Group 1: Shareholding Reform Key Points - The selection of the base date should be during a stable period for assets, finances, and operations, avoiding periods of significant income fluctuations or major asset changes [6] - The total share capital after issuance must not be less than 30 million yuan, and the share capital during the reform must reserve space for future issuance [6] - The ownership structure must be clear and stable, with controlling shareholders holding at least 30% post-reform to avoid dilution of control [6] - Employee stock ownership plans (ESOP) are encouraged, with specific disclosure requirements regarding holders, subscription prices, lock-up periods, and incentive mechanisms [6] - All assets from the limited company phase must have clear ownership without any disputes or encumbrances [6] - Financial records must be adjusted according to accounting standards, addressing any irregularities from the limited company phase [6] - Related party transactions must be disclosed accurately, and their pricing must be confirmed by an auditing firm [6] - Tax compliance is required during the reform process, ensuring all relevant taxes are paid or exemptions obtained [6] - Employees must sign new labor contracts with the joint-stock company, ensuring continuity of service [6] - Social security and housing fund contributions must be fully paid, with any arrears explained and committed to being rectified [6] Group 2: Governance Key Points - Corporate governance is crucial for companies on the Sci-Tech Innovation Board, focusing on the effectiveness of governance structures, sound internal controls, transparency, and protection of minority shareholders [7] - The company charter must comply with legal requirements and clearly define the roles and operational rules of the shareholders' meeting, board of directors, supervisory board, and independent directors [12] - The organizational structure must include a shareholders' meeting, board of directors, supervisory board, management team, and a board secretary responsible for information disclosure [12] - The board of directors must include independent directors who are free from significant ties to the company, and the board secretary must meet exchange qualifications [12] - The supervisory board must fulfill its oversight responsibilities, ensuring accurate records of meetings and compliance with laws and the company charter [12] - Internal control systems must cover all operational aspects, and their effectiveness must be verified by an accounting firm [12] - Related party transactions must be disclosed, with fair pricing and a mechanism for avoiding conflicts of interest [12] - Companies must disclose their governance status, internal control evaluations, and significant related party transactions regularly [12] Group 3: Regulatory Focus of the Sci-Tech Innovation Board - The Sci-Tech Innovation Board emphasizes the importance of maintaining research and development investments, with a requirement that R&D expenditures account for at least 15% of total expenditures over the last three years [14] - Companies must establish mechanisms for communication with minority shareholders and ensure a profit distribution policy that guarantees a minimum cash dividend of 10% of distributable profits annually [14]