This is not my own original creation, it is a more targeted one I saw, and I would like to share it with you

On September 9, the National Equities Exchange and Quotations (National Equities Exchange and Quotations) (commonly known as the New Third Board) ) issued the "Answers to Several Questions Concerning the Application of Listing Conditions (1)" (hereinafter referred to as the "Answers"), which addresses issues such as subsidiaries of companies applying for listing, environmental protection, sustainable operating capabilities, financial standardization, changes in actual controllers or transformation of major businesses, etc. Make it clear.

As soon as "The Answer" came out, it quickly attracted widespread attention. Industry insiders pointed out that one of the highlights of the "Answers" is the clarification of the standard for "not having the ability to continue to operate", and at the same time requiring the sponsoring securities firms to conduct one-by-one verification of the subsidiaries of the companies applying for listing.

Currently, in the face of tightened listing controls in the A-share market, alcohol companies are actively turning to the New Third Board market. At present, companies such as 1919 Liquor Direct Supply, Jiuhuashan Liquor Industry, Shanghai Jinyi Jiuda and other companies have been listed on the New OTC Market. Jiuxian.com, Hualong Liquor Industry, Pratt, Pinshang Red Wine, Dongpo Liquor Industry, and Wuzhou Guojiu Co., Ltd. Liquor production or distribution companies such as Yizhu Wine, Jiumei.com, Goethe Yingxiang, Liquor Cube, Liulingzui, Qianjiu Winery, Lanquan Group, and Loulan Winery are developing the New OTC Market.

Industry insiders believe that the promulgation of the "Answer" will further block speculative companies that want to use the New Third Board to enter the capital market, raise the threshold for listing on the New Third Board, and effectively improve the qualifications of listed companies.

The New Third Board came into being in the context of the development of small, medium and micro enterprises. The threshold for companies to list on the New Third Board is much lower than IPO on the main board. According to the "Business Rules of the National Equities Exchange and Quotations for Small and Medium-sized Enterprises (Trial)", a joint-stock company can apply for listing as long as it meets six conditions: (1) It is established in accordance with the law and has existed for two years; (2) Its business is clear and it has the ability to continue to operate; (3) The corporate governance mechanism is sound, and operations are legal and standardized; (4) The equity is clear, and the stock issuance and transfer behavior is legal and compliant; (5) The sponsoring securities firm recommends and continues to supervise; (6) Other conditions required by the National Equities Exchange and Quotations.

Although the New OTC Market does not have rigid financial indicators and size requirements for listed companies, it still focuses on the company's ability to continue operating. How to determine whether an enterprise has the ability to continue operating has always been one of the difficult issues faced by enterprises when applying to be listed on the New Third Board. The National Equities Exchange and Quotations Company made a detailed interpretation of this: If an enterprise fails to form a continuous operating record related to the same period of business in each accounting period, has continuous losses during the reporting period, and business development is restricted by industrial policies or during the reporting period, If the net assets at the end of the period are negative, as long as any of the above conditions are met, it will be deemed that it does not have the ability to continue operating.

According to statistics from Wind Information, as of September 10, 2015, there were a total of 3,434 companies listed on the New Third Board, an increase of nearly 120% compared to 1,572 at the end of 2014, and now exceeds that of Shanghai and Shenzhen. The total number of A-share listed companies.

“The National Equities Exchange and Quotations mainly serves the development of innovative, entrepreneurial, and growing small, medium and micro enterprises.” It is generally expected in the industry that if policies do not change, the size of the New OTC Market may be close to About 5,000.

Facing a large amount of listing review work, the National Equities Exchange and Quotations Company stated that it will continue to summarize various issues involving listing conditions, improve standards and information disclosure work, and form a series of answers to questions.

Attached is the original text of "Answer (1)":

1. What conditions, relevant information disclosure and verification requirements should be met by subsidiaries of companies applying for listing?

Answer: (1) Subsidiaries of a company applying for listing refer to companies that are wholly owned, controlled or included in consolidated statements by the subject applying for listing through other means.

(2) The stock issuance and transfer of subsidiaries must be legal and compliant, and must comply with the "Guidelines for the Basic Standards Applicable to Stock Listing Conditions of the National Equities Exchange and Quotations" (National Equities Exchange and Quotations) in terms of business qualifications and legal and standardized operations. (Trial)". Companies applying for listing should fully disclose the relationships between their shareholders, directors, supervisors, senior managers and subsidiaries.

(3) The sponsoring securities firm shall verify the subsidiaries of the company applying for listing one by one in accordance with the provisions of the "Guidelines for Due Diligence of Sponsoring Securities Dealers of the National Equities Exchange and Quotations (Trial)".

(4) For subsidiaries whose business income accounts for more than 10% of the company applying for listing, they should follow Section 2 of Chapter 2 of the "Guidelines for the Content and Format of Public Transfer Instructions of the National Equities Exchange and Quotations (Trial)" The company's business requirements disclose its business conditions.

(5) If the subsidiary’s business is financial or quasi-financial business such as small loans, guarantees, financial leasing, city commercial banks, investment institutions, etc., it must not only comply with the "National Small and Medium-sized Enterprises Equities Exchange and Quotations System Stock Listing Conditions" The provisions of "Guidelines for the Application of Basic Standards (Trial)" should also comply with the requirements of regulations and normative documents promulgated by national, local and industry regulatory authorities. If the business of the company applying for a shareholding in a listed company falls into the aforementioned financial or quasi-financial business, it must refer to the aforementioned regulations.

2. What requirements should the environmental protection of the company applying for listing and its subsidiaries meet?

Answer: (1) The intermediary agency that recommends listing should check the affiliation of the company applying for listing and its subsidiaries Whether the industry is a heavily polluting industry.

The identification of heavily polluting industries shall be based on the corresponding national and local regulatory regulations. If there are no relevant regulations, the Ministry of Environmental Protection, the China Securities Regulatory Commission and other relevant departments shall refer to the classification regulations of heavily polluting industries for listed companies.

(2) If the industry to which the listed company and its subsidiaries are applying is a heavily polluting industry and according to relevant laws and regulations, environmental impact assessment approval, environmental protection acceptance, pollution discharge permit and pollution treatment facilities for construction projects should be processed, the application should be in The application must be completed before listing; if the company still has projects under construction, the corresponding environmental protection procedures should be completed according to the construction process.

(3) If the company applying for listing and its subsidiaries belong to industries that are not heavily polluting industries but must apply for a pollution discharge permit and configure pollution treatment facilities in accordance with relevant regulations, they must complete the procedures before applying for listing.

(4) If the company applying for listing and its subsidiaries are required to formulate an environmental protection system and publicly disclose environmental information in accordance with relevant laws and regulations, they should perform corresponding obligations in accordance with regulatory requirements.

(5) The company applying for listing and its subsidiaries should not have any major environmental violations in the past 24 months. The specific identification standards for major violations shall be in accordance with the National Equities Exchange and Quotations for Stock Listing. The corresponding provisions of "Conditions Applicable Basic Standards Guidelines (Trial)" shall be implemented.

3. Under what circumstances should a company applying for listing be deemed to have no ability to continue operating?

Answer: According to the "Guidelines on the Basic Standards for the Application of Stock Listing Conditions of the National Equities Exchange and Quotations" (Trial Implementation) )》Relevant provisions on the ability to continue operating in paragraph 2, if a company applying for listing has one of the following circumstances, it shall be deemed to not have the ability to continue operating: (1) Failure to maintain the ability to continue operating within each accounting period Form a continuous operating record related to the business in the same period;

(2) Continuous losses during the reporting period and business development is restricted by industrial policies;

(3) The net assets at the end of the reporting period are negative ;

(4) There are other matters or situations that may have a significant impact on the ability to continue operating.

IV. What requirements do companies applying for listing need to meet in terms of financial regulations?

Answer: (1) The financial institutions and personnel of the company applying for listing must be independent and able to make financial decisions and financial accounting independently. The system and internal control system are sound and effectively implemented, and the basic accounting work standards are in compliance with the Accounting Law, the Basic Accounting Work Standards, the Company Law, the Cash Management Regulations and other other laws and regulations.

(2) The preparation of the financial statements of the company applying for listing complies with the provisions of the accounting standards for enterprises and relevant accounting systems, and fairly reflects the financial status, operating results and cash flow of the company applying for listing in all major aspects. Statements and notes must not contain false records, major omissions or misleading statements.

(3) If a company applying for listing has the following circumstances, it shall be deemed to have financial irregularities and does not meet the listing conditions:

1. Failure to comply with the requirements of the "Accounting Standards for Business Enterprises" during the reporting period Accounting processing needs to be carried out and the declaration report needs to be modified;

2. The company's money occupied by the controlling shareholder, actual controller and other enterprises controlled by them has not been returned before declaration;

3. Due to financial reasons In the case of accounting irregularities, the tax authorities have adopted the method of approving and taxing the enterprise's income without standardization;

4. Other financial irregularities.

5. Can a company applying for listing change its actual controller or transform its main business during the reporting period?

Answer: The company applying for listing has an actual controller during the reporting period If there is a change or main business transformation, you can apply for listing if it meets the requirements of the "Guidelines for the Basic Standards Applicable to Stock Listing Conditions of the National Equities Exchange and Quotations (Trial)" and this answer.