Listing Processes

 

1. What are the listing processes?

(1) Restructuring and establishment: Drafting the restructuring plan; employing intermediaries such as sponsors (securities companies), accounting firms, asset appraisal agencies and law firms to study the feasibility of the plan, audit and appraise the assets of the enterprise to be restructured, sign the sponsors’ agreement and draft the articles of association and other corporate documents; setting up internal organizational structure; and establishing the company limited by shares by means of promotion. Unless there are specific provisions in laws and regulations, the approval of the provincial government is canceled.

 

(2) Due diligence: companies should invite sponsorship institutions (securities companies), accounting firms, law firms and other intermediaries to undertake due diligence inspections concerning the development history, operation condition and financial situations. The intermediaries mentioned above should also make a diagnosis of existing problems.

 

(3) Pre-listing Tutoring and Tutoring Records: Sponsors and other intermediaries offer professional training and business guidance for the company, familiarize the company with the necessary knowledge for being a listed company, improve the organizational structure and internal management, standardize corporate conduct, define its business objectives and the purpose of the proceeds, rectify deficiencies according to listing requirements, prepare IPO application documents, and need to pass the inspection organized by local regulatory authority on their coaching activities.

 

(4) Submission acceptance of application: Enterprises and intermediaries prepare application documents according to the CSRC’s requirements. Sponsors conduct internal review and make recommendations to the CSRC. The CSRC will accept the application if it meets relevant conditions.

 

(5) Preliminary review of application documents: After acceptance of the application, the CSRC will conduct a preliminary review. It will also consult with the provincial governments, the National Development and Reform Commission (for listing on the ChiNext, there is no need for such consultation and the CSRC will only need to communicate with the province-level government on the share offer) and minister of commerce (for Sino-foreign joint ventures and foreign enterprises). Then the CSRC will provide its opinion to sponsors which will make arrangement for the issuer and intermediaries to respond to the opinion or remedy any deficiencies. Then pre-disclosure will be made and the application documents will finally be submitted for review to the CSRC public offer review committee. 

 

(6) Review by the IPO Review Committee: After the preliminary review, the application documents will be summited to the IPO Review Committee. The IPO Review Committee comprises of both CSRC professionals and non-CSRC experts. 7 committee members will be present for each IPO review meeting. They will conduct queries, issue review opinions and take a vote on the application documents. Companies with 5 or more consent votes will pass the IPO review.

 

(7) Approval Granting: After the application documents pass the IPO Review, the company and relevant intermediaries will implement relevant issues raised by the review committee. Then they will reclassify the application documents and keep them in archives for future reference. After the documents are sealed and internal procedures are fulfilled, the CSRC will grant approval to the company for IPO.

 

(8) Road show: Before the IPO, the company must perform the required disclosure obligations. Main Board listing candidates should publish the summary prospectus and IPO announcement in the newspapers designated by the CSRC. They should also publish the full prospectus and relevant documents on the websites designated by the CSRC. ChiNext listing candidates should publish the full prospectus and IPO announcement on the websites designated by the CSRC as well as on their corporate websites. Moreover, they should publish an IPO and ChiNext listing announcement in the newspapers designated by the CSRC, informing investors of such websites and how to access the relevant documents. Then the lead underwriters (securities firms) and issuers will conduct road show, promotion and book-building and determine the issue price based on book-building results.

 

(9) Listing: The issuer will launch its IPO according to the method prescribed by the CSRC. Then it will apply to the stock exchange for listing, complete custody and registration procedures at the registration and settlement company, and get listed. After listing, the sponsor will be responsible for continuous supervision and guidance.

 

2. How long does it take to complete listing?

The time that an enterprise takes from restructuring to listing varies depending on circumstances is around one year. Normally, the time for various stages is roughly as follows: approximately six months from corporate restructuring to the establishment of a company limited by shares; approximately three to six months for sponsors and other intermediaries to conduct due diligence and prepare applications; approximately six to nine months from the CSRC review to public offering.