上交所发行上市审核问答汇总（最新）

Core Viewpoint - The article summarizes key points from the 18 issues of the "Shanghai Stock Exchange Issuance and Listing Review Dynamics" published since the implementation of the comprehensive registration system in February 2023, focusing on various regulatory requirements and considerations for companies seeking to issue securities or undergo mergers and acquisitions [1]. Group 1: Due Diligence and Environmental Impact Assessment - In cases where overseas verification is restricted, intermediaries should adopt alternative measures for due diligence, ensuring the reliability of third-party institutions and focusing on any abnormal signs in transactions [5][6]. - For refinancing projects involving environmental impact assessments, issuers must submit relevant approval documents during the application process, and intermediaries should verify these documents [7]. Group 2: Asset Acquisition and Mergers - When raising funds for asset acquisitions, companies must ensure the relevance of the acquired assets to their existing business and assess the impact on net assets, especially if the acquisition leads to significant goodwill [8][9]. - The article outlines the conditions for different merger review procedures, including ordinary, fast, small-scale fast, and simplified reviews, aimed at streamlining the review process [9][10][11]. Group 3: Initial Public Offerings and Related Transactions - Companies with assets or businesses derived from listed companies must ensure that transactions are legal and fair, and intermediaries should carefully analyze the implications for minority shareholders [13][16]. - The article emphasizes the importance of internal control audits for companies applying for IPOs, particularly in light of new regulations effective from January 1, 2026 [20][47]. Group 4: Innovation and R&D Financing - Biopharmaceutical companies seeking to raise funds for innovative drug development must provide detailed disclosures regarding the necessity and feasibility of their projects, including the risks associated with R&D [23][24]. - Companies with a "light asset, high R&D investment" profile must disclose the rationale for using a significant portion of raised funds for operational liquidity and debt repayment [34][35]. Group 5: Waste Management and Financial Reporting - Intermediaries should focus on the internal processes related to waste management, ensuring compliance with internal controls and accurate financial reporting [36][37]. - The article discusses the importance of proper accounting for waste sales and the need for transparency in financial disclosures related to waste management [38].