深交所发行上市审核问答汇总（最新）

Core Points - The Shenzhen Stock Exchange has issued the 2025 3rd edition of the "Shenzhen Stock Exchange Issuance and Listing Review Dynamics," which has transitioned from the previous "ChiNext Registration System Issuance and Listing Review Dynamics" following the implementation of the comprehensive registration system in February 2023 [1] Group 1: Issuance and Listing Review Dynamics - The document has published 22 editions since 2023, addressing 29 common business issues [1] - Key issues addressed include the requirements for companies whose assets or business originate from listed companies and the reform requirements for supervisory boards [4][7] - The document emphasizes the importance of pre-communication before submitting IPO applications, clarifying that it is not a prerequisite for project acceptance [12][13] Group 2: Key Issues in Review - For companies with assets or business from listed companies, transactions must be legal and fair, ensuring no harm to the rights of listed companies and minority shareholders [5][6] - The supervisory board reform requires companies to adjust their internal supervisory structures by January 1, 2026, ensuring compliance with governance requirements [7][8] - The document outlines the necessity for companies to provide internal control audit reports when submitting their applications, enhancing the quality of internal control systems [17][18] Group 3: Fundraising and Investment - Companies must ensure that the funds raised are primarily directed towards their main business, with clear definitions of existing main businesses and the rationale for any new projects [19][27] - The document specifies that any fundraising projects involving new products must demonstrate a clear connection to existing business operations to avoid being classified as cross-industry investments [21][27] Group 4: Regulatory Compliance - The document highlights the need for companies to avoid "clearing-style" dividends before listing, with specific thresholds set for cumulative dividends relative to net profits [24] - Companies must disclose any changes in the use of previously raised funds, ensuring compliance with relevant regulations [25] Group 5: Pre-communication Mechanism - The pre-communication mechanism has been optimized to enhance transparency and efficiency, allowing for direct communication with the review center [32][40] - The document encourages companies to focus on significant issues during pre-communication to improve the quality of consultations [16][32]