For businesses, IPO listing is a very effective way to raise funds, but IPO listing is not an easy task. If an enterprise wants to successfully complete an IPO, it must first understand the IPO listing process, which roughly includes the establishment of a joint-stock company, IPO listing counseling, preparation and declaration, IPO accounting, promotion and issuance, listing and trading, etc.

According to Article 78 of the Company Law, the establishment of a company limited by shares can be established in two ways, one is to initiate the establishment and the other is to raise the foundation.

Initiation refers to the initiation of all the shares issued by the company by the promoter, and then the establishment of the company, in which the public does not participate in the share subscription.

The establishment of a company by offering refers to the establishment of a company by which the promoter subscribes for a part of the company's shares to be issued, and the rest of the shares are publicly issued to the public or issued to specific objects. Therefore, the establishment of fundraising can be divided into two forms, one is the establishment of a specific target and the other is the establishment of a public offering.

◆ Establishment conditions

(1) The promoter meets the quorum.

Article 79 of the Company Law stipulates that a company limited by shares shall have no less than 2 and no more than 200 promoters, more than half of whom must have a domicile in China.

(2) The share capital subscribed and raised by the promoter reaches the minimum authorized capital.

The registered capital of a company limited by shares shall not be less than 5 million yuan. If laws and administrative regulations have higher provisions on the minimum amount of registered capital of a company limited by shares, it shall be implemented in accordance with the relevant provisions.

If it is a joint stock limited company established by initiation, the registered capital is the total number of shares subscribed by all the promoters, and the promoters mentioned here must be the promoters registered with the Market Supervision Bureau. The sum of the initial capital contribution of the promoters of the company shall not be less than 20% of the registered capital, and the remaining part shall be paid in full within two years, and shares cannot be raised from others before the full payment.

In principle, the promoter or subscriber cannot withdraw the capital after paying the share payment or paying the capital contribution against the share payment, unless the following circumstances are encountered: the promoter does not raise enough shares after the expiration of the agreed period, or the promoter does not convene the founding meeting within the agreed time limit, or the founding meeting decides not to establish the company.

(3) The issuance and preparation of shares comply with the provisions of the law.

The initiator shall declare the documents in accordance with the regulations and undertake the preparatory matters.

(4) The promoter formulates the articles of association.

The promoter shall formulate the articles of association in accordance with the relevant provisions of the Company Law, the Guidelines for the Articles of Association of Listed Companies and other relevant documents. In the case of a joint-stock company established by way of public offering, the promoter shall submit the draft articles of association to the founding meeting for voting. If the promoter offers shares to the public, the draft articles of association need to be submitted to the CSRC for review.

(5) Have a company name and establish an organizational structure that meets the requirements of a company limited by shares.

The promoter shall establish a company limited by shares in accordance with the relevant requirements of the industrial and commercial registration administration regulations and determine the name of the company. The drafting of the company's name should also comply with the norms, including administrative division, trade name, industry, organizational form, etc., unless otherwise provided by laws and regulations. In addition, it should be noted that there can only be one company name, and the company name is protected by law after being approved and registered by the company registration authority. In addition to having a definite company name, a company limited by shares should also establish organizational structures such as a general meeting of shareholders, a board of directors, a manager, and a board of supervisors.

(6) Have a company domicile.

Generally speaking, the domicile of a company refers to the location of the company's main office, which is an important basis for determining the jurisdiction of the company's registration level, the service of litigation documents, the place of debt performance, the jurisdiction of the court and the application of law. A company can only have one corporate domicile and must be registered with the company registration authority, which must be within the jurisdiction of the company registration authority. If the company wants to change the company's domicile, it must go through the relevant procedures with the company registration authority.

◆ Establishment methods and procedures

(1) Newly established, that is, the establishment of a joint-stock company funded by more than 5 promoters, the procedures are as follows:

The initiator formulates the establishment plan.

The promoter signs the agreement and prepares the draft articles of association.

Obtain the approval of the department authorized by the State Council or the provincial people's government.

The promoter subscribes for shares and pays for the shares.

Hire an accounting firm with securities qualification to conduct capital verification.

Convene the founding meeting and establish the company's organizational structure.

Apply to the company registration authority for establishment registration.

(2) Restructuring and establishment, that is, the establishment of a joint-stock company as the original investor after evaluating or confirming all or part of the company's original assets, the specific process is as follows.

Formulate a plan for restructuring and establishment.

Hire an intermediary with securities business qualifications to conduct audits and evaluate assets.

Sign the promoter agreement and prepare the draft articles of association.

Draw up a plan for the disposal of state-owned land and obtain the approval of the land management department.

Formulate a state-owned equity management plan and obtain the approval of the financial department.

Obtain the approval of the department authorized by the State Council or the provincial people's government.

The promoter subscribes for shares, pays for shares, and handles property transfer procedures.

Hire an accounting firm with securities business qualifications to conduct capital verification.

Convene the company's founding meeting and establish the company's organizational structure.

Apply to the company registration authority for establishment registration.

(3) The overall change of a limited liability company, that is, a limited liability company is established first, and the establishment method can be a new establishment or a restructuring establishment, and then the limited liability company as a whole is changed to a joint-stock company.

Submit an application for change to the authorized department of the State Council or the provincial people's government, and obtain approval.

Hire an accounting firm with securities business qualifications to conduct audits.

The shareholders of the limited liability company, as the promoters, invest the audited net assets in the newly established joint-stock company at a ratio of 1:1.

Hire an accounting firm with securities business qualifications to conduct capital verification.

Preparation of draft articles of association.

Convene the founding meeting and establish the company's organizational structure.

Apply to the company registration authority for change of registration.