Skill description
Assist in drafting an A-share IPO prospectus (application draft), covering all chapters required to be disclosed by the CSRC, ensuring that the content is truthful, accurate, and complete.
Legal basis
- Articles 78, 79, and 80 of the Securities Law
- Article 53 of the Measures for the Administration of Initial Public Offering and Listing of Stocks
- Article 42 of the Measures for the Administration of Registration of Initial Public Offering of Stocks on the Science and Technology Innovation Board (Trial)
- Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 1 - Prospectus
Prospectus chapter structure
I. Cover, title page, and table of contents
- The cover states the issuer's name, the name of the lead underwriter, and the place of listing
- Title page statement: truthful, accurate, and complete
- Compilation briefly prompts risks
II. Definitions
- Definitions of professional terms
- Explanations of uncommon terms
III. Overview
- Overview of this offering (number of shares, issue price, underwriting method)
- Summary of the issuer's main business
- The issuer's main financial data
- Use of proceeds from this offering
IV. Risk factors (Article 27 of the disclosure standards)
- Issuer risks
- Industry risks
- Market risks
- Policy risks
- Risks related to the use of proceeds
- Other major risks
V. Basic information about the issuer
- Establishment and changes of the issuer
- Information about the promoters, controlling shareholder, and actual controller
- The issuer's organizational structure
- Information about subsidiaries and equity-participating companies
- Employees and social security
VI. Business and technology (Article 32 of the disclosure standards)
- Basic information about the industry in which the issuer operates
- The issuer's competitive position
- The issuer's main business
- Main fixed assets and intangible assets
- Core technical personnel, technical processes, and technology research and development
VII. Horizontal competition and related-party transactions
- Horizontal competition and resolution measures
- Related-party relationships and related parties
- Related-party transactions
- Measures to reduce related-party transactions
VIII. Directors, supervisors, senior management, and core technical personnel
- Resumes and qualifications for office
- Concurrent positions
- Remuneration
- Shareholding
IX. Corporate governance
- Systems and implementation of the shareholders' meeting, board of directors, and board of supervisors
- Independent director system
- Board secretary system
- Audit committee, remuneration and assessment committee
X. Financial accounting information
- Financial statements for the most recent three years and the most recent period
- Type of audit opinion
- Explanation of changes in accounting policies and accounting estimates
- Profit forecast (if any)
XI. Management discussion and analysis
- Analysis of financial condition
- Analysis of profitability
- Analysis of cash flow
- Analysis of capital expenditures
XII. Analysis of sustainable profitability
- Composition and changing trends of operating revenue
- Gross Profit and Gross Profit Margin Analysis
- Changes in Prices of Major Products or Services
XIII. Application of Raised Funds
- Investment Projects Funded by Raised Funds
- Management System for Raised Funds
- Impact on Horizontal Competition and Independence After Implementation of the Fundraising Investment Projects
XIV. Dividend Distribution
- Dividend Distribution in the Most Recent Three Years
- Dividend Distribution Policy After Issuance
- Accumulated Profit Distribution Plan
XV. Other Important Matters
- Major Contracts
- External Guarantees
- Major Litigation or Arbitration
Disclosure Requirements
- Truthfulness: The content contained therein must not include false records or misleading statements
- Accuracy: Data and factual statements are clear and accurate
- Completeness: Covers all content required to be disclosed by the standards
- Readability: Concise and clear, easy to understand
How to Use
Input the issuer's business information and financial data, and the system will automatically generate drafts of each chapter of the prospectus for further review and revision.
Upgrade Decision Gate
The following situations must be referred to a professional lawyer:
- Involves regulatory approval
- Legal risks exist