What are the procedures and formalities for overseas parent companies to inject capital into our enterprise? How long will it take to complete the processing?

due to the complicated procedures, high cost and long time for direct listing, many enterprises, especially private enterprises, list overseas indirectly in order to avoid the complicated domestic examination and approval procedures. That is to say, domestic enterprises register companies overseas, and overseas companies obtain controlling rights of domestic assets by means of acquisition and equity swap, and then take overseas companies to overseas exchanges for listing.

there are two main forms of indirect listing: shell listing and shell listing. Its essence is to get domestic assets listed by injecting them into shell companies, which can be listed companies or companies to be listed.

The advantages of indirect listing are lower cost and shorter time, which can avoid complicated domestic approval procedures. However, there are three major issues to be properly handled: filing materials with China Securities Regulatory Commission, the proportion of domestic assets held by shell companies and the timing of listing.

China's approval procedures for overseas indirect listing

According to different listing schemes, the domestic approval departments involved are also different. If it is listed overseas by buying or building a shell, the domestic examination and approval departments involved are relatively simple. Take "S shares" (China enterprises listed in Singapore) as an example to illustrate the domestic examination and approval process:

1. Submit the following documents to CSRC as a pre-application;

1. An application report for overseas listing of the enterprise;

2. Documents of the local government agreeing to the company's overseas listing;

3. Analysis and recommendation report of the underwriter (sponsor) on the company's overseas listing;

4. List of intermediaries;

after consulting with the state planning commission and the state economic and trade commission, the CSRC will inform the company whether it agrees to accept its overseas listing application.

second, consult the national industry directors and the Ministry of Foreign Trade and Economic Cooperation on industrial policy issues;

3. The company submits the following documents to the State Economic and Trade Commission through the provincial government, and applies for the establishment of a joint stock limited company;

1. A letter from the provincial newspaper about the establishment of a joint stock limited company;

2. Notice of pre-approval of the name of the joint-stock company;

3. Enterprise assets reorganization plan;

4. Draft articles of association;

5. Asset appraisal report and confirmation reply;

6. capital verification report;

7. land use right evaluation report;

8. The appraisal and confirmation of the right to use state-owned land and the reply of the disposal plan.

9. Business license of the promoters;

1. Feasibility report on the use of raised funds and approval for the establishment of fixed assets investment projects;

11. Audit report on business performance for the first three years and profit forecast report for the next year;

12. related party transaction agreement (draft);

13. Legal opinions on the establishment of the company;

14. Legal opinions on the qualifications of directors and supervisors;

15. Other relevant documents;

iv. after the approval of the state economic and trade commission for the establishment of a joint stock limited company, the promoters can hold the founding meeting, adopt the articles of association and go through the formalities of industrial and commercial registration. After obtaining the business license, the joint-stock company is established according to law;

v. file an application for listing with an overseas exchange, and submit the application form to CSRC at the same time;

VI. Convene an extraordinary general meeting of shareholders, adopt the articles of association of the company, elect independent directors, and approve the transformation into a company offering shares to the public and listing overseas;

VII. The following documents shall be submitted to the State Economic and Trade Commission to apply for conversion into a company limited by shares raised by the society;

1. Letter from the provincial government on the application for transferring the newspaper company to the social offering company.

2. Business license of the joint-stock company;

3. Resolutions of the founding meeting of the joint-stock company;

4. Resolutions of the extraordinary shareholders' meeting of the joint-stock company;

5. Articles of association of the joint-stock company;

6. Legal opinions issued by lawyers on the company's transformation into a company limited by shares raised by the society;

7. Other legal documents required by the examination and approval authority;

VIII. Submit relevant documents to the China Securities Regulatory Commission and apply for overseas public offering and listing;

After obtaining the approval of the State Economic and Trade Commission on the transformation into a company limited by shares raised by the society, you can submit a formal application for overseas listing to the China Securities Regulatory Commission and submit the following documents:

1. The approval of the State Economic and Trade Commission on the establishment of the company and the approval of the transformation into a company raised by the society;

2. Suggestions of the shareholders' meeting of the joint-stock company on the overseas share offering and listing of the company;

3. Confirmation and approval of assets appraisal results (if necessary);

4. the confirmation and approval of the land evaluation results and the approval of the land use right treatment plan;

5. Articles of Association;

6. Prospectus (latest draft);

7. Related party transaction agreement;

8. Audit report, asset appraisal report and profit forecast report;

9. Legal opinions on the overseas listing of the company issued by lawyers;

1. Listing plan;

11. Other documents required by China Securities Regulatory Commission.

China Securities Regulatory Commission will give an approval within 1 working days.

Procedures for overseas direct listing of domestic enterprises

Author: Anonymous article Source: Original hits of this website: 22 Update time: June 18, 25

Overseas direct listing means directly applying for registration of issuance to foreign securities authorities in the name of domestic companies, and issuing stocks (or other derivative financial instruments) and applying for listing and trading at local stock exchanges. That is, we usually say H shares, N shares, S shares and so on. H shares refer to China enterprises issuing shares and listing on the Hongkong Stock Exchange, taking the name of the first word "H" in Hong Kong; N-share means that China enterprises issue shares on the New York Stock Exchange and go public, taking the first word "N" of New York as the name, and S-share also means that China enterprises are listed on the Singapore Stock Exchange.

usually, overseas direct listing is conducted by IPO (initial public offering). The procedure is more complicated, because it needs to be approved by domestic and overseas regulatory agencies, which costs more, employs more intermediaries and takes a long time. However, IPO has three advantages: the company's share price can reach the highest possible price; The company can gain a greater reputation and the scope of stock issuance is wider. Therefore, from the long-term development of the company, overseas direct listing should be the main way for domestic enterprises to list overseas.

The main difficulties of overseas direct listing are as follows: domestic laws are different from overseas laws, and the requirements for company management, stock issuance and trading are also different. Companies directly listed overseas need to work closely with intermediaries to explore a listing plan that can meet the requirements of domestic and overseas regulations and exchanges.

overseas direct listing mainly includes two parts: domestic reorganization, approval and overseas listing application.

Conditions for China companies to apply for overseas listing

(1) Compliance with the laws, regulations and rules of China on overseas listing.

(2) the purpose of fund-raising is in line with the national industrial policy, foreign capital utilization policy and the relevant national regulations on the establishment of fixed assets investment projects.

(3) The net assets are not less than 4 million yuan, and the after-tax profit in the past year is not less than 6 million yuan, which has growth potential. According to the reasonable expected price-earnings ratio, the amount of funds raised is not less than 5 million US dollars.

(4) It has a standardized corporate governance structure and a relatively perfect internal management system, and has a relatively stable senior management and a relatively high management level.

(5) The dividends paid after listing have a reliable source of foreign exchange, which is in line with the relevant regulations on foreign exchange management in China.

(6) Other conditions stipulated by China Securities Regulatory Commission.

documents to be submitted by China companies to apply for overseas listing

(1) application report.

the contents shall include: the company's evolution and business overview, reorganization plan and capital structure, description of meeting the requirements for overseas listing, operating performance and financial status (financial statements of the last three fiscal years, after-tax profit and basis of this year), and fund-raising purposes. The application report must be signed by all directors or members of the Preparatory Committee, and sealed by the company or the main sponsor unit. At the same time, fill in the short form of overseas listing declaration.

(2) the document of the local provincial people's government or the relevant department of the State Council approving the company's overseas listing.

(3) Analysis and recommendation report of overseas investment banks on the company's issuance and listing.

(4) the approval of the company's examination and approval authority on the establishment of a joint-stock company and the conversion to an overseas offering company.

(5) the resolution of the company's shareholders' meeting on overseas share offering and listing.

(6) the confirmation document of the state-owned assets management department on assets appraisal and the reply of the state-owned equity management.

(7) the official reply of the land and resources management department to the land use right evaluation confirmation document and the state-owned equity management.

(8) Articles of Association.

(9) prospectus.

(1) reorganization agreement, stock affairs agreement and other related party transaction agreements.

(11) legal opinions.

(12) audit report, asset appraisal report and profit forecast report.

(XIII) the plan for issuance and listing.

(14) other documents required by the CSRC.

overseas direct listing (H, N and S share listing) and government approval procedures

(I) Determination of intermediary agencies and reorganization plan

Compared with BVI's overseas listing, overseas listing with H, N and S share companies needs to hire more land and asset evaluation institutions and financial audit institutions registered in China.

regarding the company's restructuring plan, it should be noted that H, N and S shares will be subject to the restrictions of the Main Business Policy for Foreign Investment.

(II) Submit the following documents to the China Securities Regulatory Commission as a pre-application for the company's overseas listing

According to the requirements of the Notice on Relevant Issues Concerning the Application for Overseas Listing of Enterprises issued by the China Securities Regulatory Commission last year, an enterprise shall submit the following documents to the China Securities Regulatory Commission three months before submitting its initial application for listing to an overseas stock exchange:

1. An application report for overseas listing of an enterprise;

2. The document of the provincial people's government approving the company's overseas listing;

3. Analysis and recommendation report of the underwriter (sponsor) on the company's overseas listing;

after the enterprise determines the intermediaries, it should also report the list of intermediaries to the China Securities Regulatory Commission for the record. After consulting with the State Planning Commission and the State Economic and Trade Commission, the CSRC will inform the company whether it agrees to accept its overseas listing application.

(III) Carrying out land assets appraisal, assets appraisal, financial audit and legal due diligence

The land assets and other assets within the scope of reorganization shall be appraised by the land appraisal institution and the assets appraisal institution respectively, and appraisal institutions shall be made, and submitted to the relevant departments for confirmation (for a private enterprise that is reorganized into a joint-stock company and listed overseas, whether its assets appraisal report needs to be confirmed by the Ministry of Finance remains to be inquired). The financial audit institution shall issue relevant legal documents such as the audit joint transaction agreement on the financial status of the company in the first three years, and make legal opinions on the establishment of the company.

(4) Submit relevant documents to the State Economic and Trade Commission, apply for the establishment of a joint stock limited company, hold a founding meeting and register the company

The promoters shall apply to the State Economic and Trade Commission for the establishment of a joint stock limited company through the provincial people's government, and submit the following relevant documents.

1. A letter from the provincial people's government on the establishment of a joint stock limited company;

2. Notice of pre-approval of the name of the joint-stock company;

3. Enterprise assets reorganization plan;

4. Draft articles of association;

5. Asset appraisal report;

6. Confirmation and approval of assets appraisal results (if necessary);

7. capital verification report;

8. land use right evaluation report;

9. Evaluation and confirmation of the right to use state-owned land and approval of the peripheral plan;

1. Business license of the promoters;

11. Feasibility report on the use of raised funds and approval of the project involving state assets investment;

12. Audit report on business performance for the first three years and profit forecast report for the next year;

13. related party transaction agreement (draft);

14. Legal opinions on the establishment of the company issued by lawyers;

15. Legal opinions issued by lawyers on the qualifications of directors and supervisors;

16. Other relevant documents.

after the approval of the state economic and trade commission for the establishment of a joint stock limited company, the promoters can hold a founding meeting, adopt the articles of association and go through the formalities of industrial and commercial registration. After obtaining the business license, the joint-stock company shall be established according to law.

(5) submit an initial application for listing to the Singapore Stock Exchange (submit Form A1). Five working days before the submission of Form A1, the contents of Form A1 shall be reported to China Securities Regulatory Commission for the record.

(6) convene an extraordinary general meeting of shareholders, adopt the articles of association of H shares of the company, elect independent directors, and approve the company to be transformed into a company offering shares to the public and listed overseas.

after the company is formally incorporated, an extraordinary shareholders' meeting shall be held, and the articles of association ("H-share degree") shall be revised in accordance with the Articles of Association of Overseas Listed Companies issued by China Securities Regulatory Commission, and resolutions such as electing independent directors, approving the company's transformation into a public limited company and listing overseas shall be passed.

(7) Submit relevant documents to the State Economic and Trade Commission and apply for conversion into a company limited by shares offered by the society.

A joint-stock company applies to the State Economic and Trade Commission through the provincial people's government to be transformed into a company limited by shares raised by the society, and submits the following documents:

1. Letter from the provincial people's government on the application for transforming the company into a company raised by the society;

2. Business license of the joint-stock company;

3. Resolutions of the founding meeting of the joint-stock company;

4. Resolutions of the extraordinary shareholders' meeting of the joint-stock company;

5. Articles of Association of H shares of the joint-stock company;

6. Legal opinions issued by lawyers on the company's transformation into a company limited by shares raised by the society;

7. Other legal documents required by the examination and approval authority.

(8) Submit relevant documents to the China Securities Regulatory Commission and apply for overseas public offering and listing.

after obtaining the approval from the State Economic and Trade Commission and being converted into a public offering company limited by shares, you can submit a formal application for overseas listing to the China Securities Regulatory Commission, and submit the following documents;

1. The official reply of the State Economic and Trade Commission on the establishment of the company and the official reply on the conversion to a social offering company;

2. the approval of the shareholders' meeting of the joint-stock company on the establishment of the company and the approval of the company's transformation into a social offering company;

3. Confirmation and approval of assets appraisal results (if necessary);

4. the confirmation and approval of the land evaluation results and the approval of the snoring plan of the land use right;