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					Market operation
Enterprise restructuring for the Corporation
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(A) to determine the overall restructuring program: corporate restructuring,
reorganization of the overall program, including asset rationalization program, and the
stock issuance program. Enterprise restructuring, reorganization main purpose is to
meet the listing standards of the enterprise, development of enterprise restructuring,
asset restructuring of the overall program is to restructure the company after the
completion of the work listed on the premise that it is the restructuring of the master,
indicating the conversion into a limited company the framework of the assets and
liabilities, including business history, the share reform of the main reasons, objectives
and basic principles, ownership structure and stock management solutions, asset
stripping of the content, procedures and treatment, raising of funds, enterprise
development prospects of the shareholders return, the corporate governance structure,
operation mechanism and management system. If the program can not determine or
change frequently, it will bring great losses to the enterprise.
The overall restructuring program the company mainly include: (1) In addition to
understand, comply with current national laws, regulations and rules, the government
needs to consult the competent authorities and industry specific policy issues, making
senior management and related business management reform clearly Unit legal basis
for the normative guidelines and principles are important issues; (2) the idea of stock
issues, the main purpose is to apply for issuance. In order to determine the issue size,
first need to determine the demand for money, according to the approved projects,
specifically requiring a total of how much money. On this basis, we clearly need to
invest much money in the near future, followed by the then stock market is expected
to issue price, and finally, according to a recent issue of money demand and price, to
determine the size distribution and approval; (3) reorganization of assets vision. The
so-called asset restructuring is a joint stock company or business enterprise
restructuring in preparation for restructuring into a joint stock listing, the original
enterprise's assets and liabilities and reasonable division, after a merger or
division, etc., on corporate assets and organizational realignment and settings,
including fixed assets, restructuring, reorganization of current assets, long-term
investment, restructuring of short-term investments, intangible assets, debt
restructuring and debt restructuring and other important content. Zhi Ding overall
program should be restructured from the business strategy of starting the fundamental
needs and Fa Zhan, it should be fully Tingqu underwriter or sponsor people, Faxing
intermediaries who Lvshi Deng views and suggestions to give the program a
reasonable 合法 She Ji Ji, is also equipped with can be operational.
(B) the audit of the assets: audit of the assets is divided into three stages: (1)
organizational audit of the assets group, familiar with the Japanese
company's financial accounts and assets; (2) to carry out verification work
on the enterprise funds, physical assets intangible assets inventory and prepare
accounts; (3) organize and make capital verification report.
(C) employing agency and carry out related work: brokers, financial advisers, lawyers,
accountants and other intermediaries involved in the reorganization is an essential part
of corporate stock: (1) asset evaluation company to employ the company's
assets into the stock assessment definition of property rights; (2) to hire a law firm to
conduct a major business restructuring and the signing of legal opinion of legal
argument; (3) hire an accounting firm on corporate restructuring before 3 years of
financial audit, conducted on the company's credit and debt clean-up and
divided; (4) to employ brokers and financial advisers on the enterprise sector reform
program, planning and implementation consultation.
(D) of the promoters subscribe shares to be issued and the completion of the payment
for shares based on the work, first of all the promoters of the company's
total share capital, each sponsor should promise in writing to the way they were going
to buy the shares, shares subscribed by the promoters, shall pay the full amount of its
subscription of shares, if the sponsors are in kind, industrial property rights,
investment technology and land use rights, property rights transfer procedure shall be
according to law, the property transferred to the shares by the promoters companies.
(E) Election of the Board of Directors and the Supervisory Board AG members
Sponsor paying all their capital, the shareholders will be convened election directors
and supervisors, the composition of the company's board of directors and
board of supervisors.
(F) apply to set up
Promoters in the delivery of all capital contributions and the election of directors and
supervisors, by the examination and approval authority for the Board to establish a
company limited company. Local enterprises should plan to the provincial or
municipal people's government for the establishment of separate, affiliated
companies or enterprises directly under the central authority of the approving
authority to the State Council declared the establishment of, and submit relevant
documents.
(7) industrial and commercial administrative authority for industry and commerce
registration: initiated the establishment of the Corporation in the examination and
approval authority for approval by the Corporation agreed to set up, by the Board of
Directors of shares to be set up according to the industrial and commercial
administrative organs of industry and commerce registration application and submit
the relevant documents to register. Submit the relevant documents are: registration
application, the State Council authorized department or provincial or state plan
approved by city government documents, articles of association, capital verification
reports, if the company complies with the "Company Law"
provides the conditions for industry and commerce registration authority of the Board
of Directors reviewed the documents submitted is correct, the compliance with
statutory requirements, be registered and issued a "business
license."
Co., Ltd. a listed company restructuring steps
Co., Ltd. is a company transformed into listed companies a qualitative change in the
development stage. At this stage are generally two types: the first category is the
launching of establishing a company limited
1. Initiated the establishment of Corporation: first, the overall plan for restructuring:
(1) development of restructuring plan (2) to enable the restructuring of enterprises to
raise capital, public offerings of the conditions that achieve the "Company
Law" under Article 137 of the company issuing new shares conditions (3)
drew general meeting of shareholders to issue new shares to the public capital
increase resolution, and the securities regulatory approval by the State Council agreed.
Second, the drafting of relevant documents, agreements: (1) the drafting of the
prospectus (2) for subscription in the drafting (3) the drafting of the underwriting
agreement (4) the drafting of the listing announcement
2. Directional raised Inc.: Placement of the Corporation converted into a listed
company generally follows these steps: First, the formulation of the restructuring of
the overall program. Restructuring plan prepared by the Economic Restructuring
department together with the provincial government for approval. Secondly, in
accordance with the "Company Law" to regulate. Third, the
enterprises in accordance with the provisions of the securities to the relevant
documents have been issued on the original stocks managed to confirm the work.
Outstanding shares of the Trust to confirm that more than 95%, non-tradable shares
managed to achieve 100% recognition rate; Fourth, the drafting of relevant documents,
trust agreements, including stock reports, listing application report, articles of
association, and the related Listing Announcements legal opinions
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State-owned enterprise for domestic listed foreign shares (B shares) the
company's basic procedures
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Domestically listed foreign shares, that is, B shares is the nominal value of RMB
marked, subscribed in foreign currency, trading, taking the form of bearer shares,
traded on domestic stock exchanges. This restructuring means for attracting foreign
investment, the expansion of international economic cooperation and promote the
internationalization of China's capital market development have a positive
effect.
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B shares with A shares (domestic shares) compared to, in addition to investors. Use of
monetary and trading settlement mechanism is different, they both have the same
rights and bear the same obligations. B shares to foreign investors is limited to natural
persons, legal persons and other organizations; China, Hong Kong, Macao and Taiwan
of natural persons, legal persons and other organizations; Chinese citizens residing in
foreign countries; the provisions of the State Council Securities Commission and
other domestic listed foreign shares investors . The currency is limited to foreign
currency.
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Company B shares issued two methods of general application, one way to raise issue
of domestic listed foreign shares of the establishment of the company; Second, the
company has been established to increase capital by issuing shares of domestic listed
foreign shares. The first approach should be taken to meet the following conditions:
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1, for the cash in line with national industrial policy, regional economic development
planning;
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2, in line with national requirements related to fixed asset investment project;
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3, consistent with the relevant provisions of use of foreign funds;
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4, the total amount of shares subscribed by the promoters to be issued shares of the
company total less than 35%:
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5, the promoters contribution of not less than the total minimum amount set by the
state;
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6, intends to make public offer of shares to the company for more than 35% of the
total number of shares; the total amount to be issued share capital of more than 400
million yuan, which intends to make public offer of shares in a ratio of more than
15%;
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7, the restructuring of the company's existing business or set up as a key
sponsor of state-owned enterprises, the last 3 consecutive years, no major violations
last 3 years;
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8, the State Council Securities Commission requirements and other conditions.
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Co., Ltd. has been established to increase the issued capital for domestic listed foreign
shares shall comply with the conditions of the first 1,2,3,8 addition to the above
article, other conditions should have:
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1, the previous issue of shares has been fully subscribed, the use of the funds
determined at the time and offering the use of consistent and effective use of capital
good;
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2, net asset value of not less than 150 million yuan;
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3, intends to make public offer of shares to the company for more than 25% of the
total number of shares:
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4, the first issue of shares previous to this application, no major violations during the
period;
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5, the company last 3 consecutive years; restructuring of state-owned enterprises or
state-owned enterprises to establish the company as a major sponsor can be calculated
continuously.
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Declaration issued B shares are state-owned enterprises, if the promoters should be
through the departments to the State Securities Commission, the Economic
Restructuring Committee, the Planning Commission, Economic and Trade
Commission for issuance, and shall submit the following documents:
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1 sponsor to the competent ministries and provincial people's government
or industry report issued B shares referrals;
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2, issue B shares sponsors of funds and foreign exchange balance of the feasibility
report;
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3, the feasibility of restructuring shareholding system enterprise analysis;
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4, the competent ministries and provincial people's government or industry
to the State Securities Commission and the State Planning Commission, State
Economic and Trade Commission recommended that the sponsor presented a letter
issued B shares;
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5, provincial or national authorities on the use of the fund raised to sponsor
transformation or infrastructure project feasibility report, the task or project design
document of approval.
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Current issue of B shares of state enterprises should also meet the current needs of
economic development, the following special requirements:
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1, to meet to address energy, transport, raw materials, key enterprises in the areas of
financing needs;
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2, transformation of enterprises into stock companies with certain conditions and scale.
Enterprises have a certain reputation, there are good economic and foreign exchange
earning capacity; on equity after tax profit of not less than 15% of the annual foreign
exchange earnings to raise foreign capital of not less than 10% of the nominal value
of the enterprise's products and prices in the domestic foreign market has
some competition.
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"Four committee," according to the reporting enterprise and
provincial people's government or industry departments recommended,
according to the documents submitted and the State should meet the conditions
specified on the declaration issued B shares of enterprises in the selection assessment.
In meeting the above conditions, the "four committee" to select
the main line by industry, to consider the regional development plans to issue
domestic listed foreign shares of the company list.
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If state-owned enterprises is a new way to raise the company issued B shares in
approved, you can stock company started preparatory work. In accordance with the
previously introduced approach, in turn development of share reform, general plan;
The asset; assets assessment project; employ intermediaries to provide services;
declaration of assets restructuring report; declare conversion counseling reports, by
the relevant state department review after passing the local enterprises to provincial
governments, the central enterprises to the industry department in charge of
examination and approval departments for the establishment of the State Council
authorized Inc., to obtain the approval of industrial and commercial administrative
departments to the same level registration.
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No matter what approach is taken to issue B 股, the company should be actively
planning program prospectus and prospectus, by the China Securities Regulatory
Commission for examination and approval official release, as agreed to receive the
China Securities Regulatory Commission issued a review of the submissions, the
matter can be prepared to release :
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1, to establish distribution methods. At this stage, B shares issued by underwriters
underwriting, that is, whether or not release is completed, the underwriters must be
issued at the specified date funds allocated to the issuing company, not sell out part of
its purchase by the underwriters.
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B share underwriting payments usually 5% of sales, usually included in the issue price.
Net underwriting the issue price of 10 = 10 underwriting fees underwriting
commission. Among them, the underwriting costs include the cost of international
accounting, international lawyers fees, overseas public relations costs, materials costs
and so on.
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2, to determine the issue price. B share issue price shall be determined taking into
account the asset value, future earnings forecasts and market impact of three factors.
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3, publish a prospectus to sell shares to develop plans, make distribution work.
Directly to the steps listed overseas
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1, application: from the brokerage attorneys, corporate lawyers and accountants in the
company, the company itself to make some form, to the Securities and Exchange
Commission (SEC) and listed securities where the state administration copy
statements and related information, proposed listing applications,
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2, awaiting a response: The department will give a reply more than 40 working days,
exceeding the prescribed time or that the acquiescence response.
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3, to obtain legal recognition: In accordance with the listing of Sino-US Memorandum
of Understanding has been reached to require listed companies in China have
qualified to practice law firm issued a legal opinion, which means that listed
companies must obtain legal recognition of domestic authorities.
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4, prospectus Redherring (Red Herring) phase: During this period the company shall
not be open to the public offering plan and the media, or board of directors, brokers
and lawyers will be severely punished, when the company then submitted to the SEC
after the prospectus After about 23 weeks, you can be listed on back, but the
SEC's response does not guarantee the legitimacy of their listed companies.
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5, road shows and Pricing: listed in the back by SEC, the company can prepare road
show, for offering information and pricing, final pricing are generally identified in the
prospectus of the last day, mainly by brokers and companies both agreed that its
comparable under the primarily the company's earnings, but for many
Internet companies, so far, I have not priced according to the precedent of the profit,
the traditional price-earnings ratio (P / E) in this Gui            , or according to
click-through rate of such enterprises, or as In the GEM-listed tom.com as 100 times
according to sales price.
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6, offering and listing: Pricing can be to the agency after the public offering, a few
days after the stock market can be traded on the Nasdaq.
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Registration and the issuer are listed in the overseas method
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Because of our current "Company Law" 规定, listed companies
once a year only additional shares, and no inventory stock system and in turn,
Xianzaiyixie companies, especially Internet startups Cai Qu Qiang Zhu Ce land and
Gupiaofahang Ren Du at Hai Wai's listing form. Such companies, there are
several issues can not be avoided: first, the overseas company must have the actual
money into China to set up Internet companies, the company's founders
have more than two years in the foreign passport holders; and the current ISP (Internet
service providers), the Ministry of Information Industry already clear, the shares of its
foreign investment ratio should not exceed 49%, while in some cases processed, the
CSRC also request the prospectus in the overseas listing Books must be clearly
articulated, can not be listed on the domestic business as the main overseas. The
problem is resolved, overseas listing procedures mentioned above.