1. Hard indicators of the Science and Technology Innovation Board.
q：Please ask me, do listed companies on the Science and Technology Innovation Board have hard indicators of R&D investment or scientific and technological innovation attributes for their operation after listing?
a：No.
2. FA charges.
q：A company to be listed on the stock market found a financing intermediary, if the financing is successful, it needs to pay the intermediary consulting fee, and now I don't know what subject to sign the contract with him and pay later, this kind of financing intermediary service fee. If I use this entity that plans to go public in the future, will it constitute an obstacle to issuance?
a：It should be paid according to the contract of the entity to be listed, and if there are similar cases to disclose the listing, it is normal for this kind of FA to have fees, as long as the proportional amount, the payment object, the capital flow of the payment, and the commercial substance can withstand verification, there is no problem. If you engage in other companies, the cost is not real.
3. Shareholders**.
q：Tell you, the shareholders who held 5% of the shares before the initial offering made a commitment that "if the company plans to trade the shares through the centralized bidding of the exchange, it will disclose the plan in advance 15 trading days before the first sale", if the listing has reached 3% successively, and then through the centralized bidding transaction, does it still need to be announced 15 trading days in advance?
a：In terms of compliance, of course, it is recommended to strictly follow the words of the commitment, and how to do what was promised at that time, but now there is almost no announcement, and the supervision is one thing and one discussion, so from other perspectives, shareholders need to evaluate the cost of income by themselves, and they have to consider whether there are other situations such as concerted action, and analyze the specific case.
4. A company listed in Taiwan comes to list on A.
q：Is it still possible for a company that has been listed in Taiwan to be listed in the mainland (with a global presence)?
a：Our policy on this side is allowed, but on the other side of the green terror, as soon as the company does not make a good announcement, it will be killed by the green camp with some anti-osmosis method. The future is too uncertain.
5. Motherboard positioning.
q：Does the current positioning of the main board require IPO companies to be among the top five in the industry?
a：There is no ranking requirement.
6. **Dividend restriction requirements.
q：Ladies and gentlemen, may I ask if there is anything to pay attention to after the company plans to pay dividends to the Beijing Stock Exchange in the later stage? Is there a limit to the amount of dividends?
a：Now I feel that the main reason is that in the IPO review, the audit and public opinion are more sensitive to large dividends, not that there is a clear amount limit at the regulatory level, but that they will be concerned in practice.
7. The shareholding ratio of the actual controller.
q：What is the upper limit of the actual controlling ratio of the issuer before listing? For example, no more than 70% (including employee platforms)? Or lower?
a：There are no restrictions, and 100% of the shares of Xindao Technology will pass the meeting in 2021.
8. Check non-listed companies registered in Hong Kong.
q：Do you know how to check the relevant information and data of non-listed companies registered in Hong Kong?
a：Pay to inquire on the official website or entrust a Hong Kong lawyer to inquire, and now you can also pay to buy Hong Kong company information, annual returns, etc., on the official website, that is, the company registry may also need to register.
9. Listed on the third board.
q：Please ask you, I am currently doing a state-owned holding enterprise listed on the third board, and one of the small shareholders is a restructured state-owned enterprise (with more than 200 shareholders), I want to ask if this needs to be transferred or can it be retained?
a：Within 200 employees, except for employee stock ownership platforms.
10. Convertible bonds are replenished.
q：Ladies and gentlemen, now that the convertible bonds are convertible, the replenishment is still 30%, right? Customers reported that some brokerages told them that the current window guidance can only make up 10% of convertible bonds?
a：The policy should not be tightened, at the end of December, a convertible bond fundraising was designed according to 30%, and it was accepted normally, and the feedback did not pay special attention to this. This has always been the case, including the fact that the raised funds should also be deducted if they include non-capital expenditures in the fundraising project.
11. Distinction of information disclosure rules.
q：In the Rules for the Compilation of Information Disclosure in Public Offering ** No. 12, the body of the legal opinion and the body of the lawyer's work report are the same 23 items, how to distinguish them?
a：Look at the title of the document, the legal opinion is the conclusion of the lawyer's work report, which corresponds to it one by one.
12. Restructuring of state-owned enterprises.
q：Almighty group, I would like to consult, if the state-owned enterprises in prefecture-level cities are reorganized and the first-level group changes, will it be recognized as a change of control? Originally, Group A was the controlling shareholder of the listed company, and after the restructuring was completed, it became Group B.
a：Municipal state-owned assets were reorganized and the controller was changed.
13. Transactions.
q：Tell you all about ** trading. Now the major shareholder makes convertible bonds, within 6 months before the plan, does this constitute a transaction?
a：Convertible bonds are not applicable, calculated according to issuance, and even if it is 6 months before issuance, it is considered a vague area, and there are cases of breakthroughs, such as Hangcha. But now it's hard to say in the context of **.
14. The high-tech certificate expires.
q：I want to consult a tax question: the high-tech certificate expires in December 23, and the new high-tech certificate has not yet been completed, if it is completed before the 24-year final settlement, can the 15% tax rate be applied to the 23-year final settlement?
a：It should be possible.
15. Measures for the Administration of Individual Income Tax.
q：Announcement No. 67 of 2014 of the State Administration of Taxation on the issuance of the Administrative Measures for Individual Income Tax on Income from Equity Transfer (for Trial Implementation), has this document been repealed?
a：Always effective and important.
16. Executive setting.
q：The almighty group, please ask: a minority shareholder of the issuer's holding subsidiary, who serves as the financial officer in charge of the holding subsidiary. Questions?
a：It is advisable to first clarify the relationship between the minority shareholder and the issuer and the holding subsidiary, and understand the background of the person becoming the financial officer and shareholder of the minority shareholder.
17. Performance VAM tax.
q：I would like to ask a number of questions, can the company's VAM performance share compensation be exempted from individual income tax for the transfer of shares of the actual controller and natural person of 0 yuan for more than 1 point? There is no such tax-free filing option when filing for share transfer online.
a：There is a dispute over the tax treatment of VAM and there is no policy basis, and it is mainly communicated with the competent tax bureau. From a practical point of view, the best way to deal with the relevant agreement is to communicate the relevant agreement with the competent tax department in advance, if it is an after-the-fact communication, most of the communication may be smooth.
18. Independent directors.
q：Let me ask you, the number of domestic listed companies in which independent directors serve as independent directors shall not exceed three, does it include the company to be listed? Or the IPO company that has declared the materials?
a：Including, among which "to be listed on the stock market" is generally subject to the application materials. From January 1, 2024, all enterprises under review on the Beijing Stock Exchange shall meet the requirements of the independent director system before the listing committee deliberates.
19. Apply for listing on Hong Kong stocks.
q：Ask the bigwigs about the listing of Hong Kong stocks, if you apply for a part of the shares to be fully tradable of H shares, such as 30% or 50% of the total shares, can you apply for the full circulation of H shares separately after the listing of Hong Kong stocks? Are there any time constraints?
a：There is no clear restriction, and the controlling shareholder can apply separately, and the current window opinion is that each application must go through the full circulation process.
20. Directors, supervisors and senior executives of unlisted joint-stock companies.
q：Let me ask a question, do the directors, supervisors and senior executives of an unlisted joint-stock company need to comply with the ** limit within 6 months of the expiration of the original term of office when they resign during the original term of office?
a：Yes, the new company law is clear, as shown in the table below: