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Regarding the current difficulty of market liquidity, Deng Yingling said that the State Council requires the China Securities Regulatory Commission and equity transfer companies to study and resolve market liquidity. The plan has been determined and will be launched at an appropriate time.
Half of the more than 900 innovation-level companies will retreat to the basic level this year, and more than 900 will enter. The ups and downs indicate that there are problems with the standards and will be reformed. The standard of the innovation layer may be lowered, or it may be subdivided into a layer to accommodate three to four thousand companies. In the future, the information disclosure will be different after the new third board is stratified. The basic layer will disclose the annual report before June 30.
9 issues that must be resolved before listing on the NEEQ
In the process of preparing for the New Third Board, companies must not only consider key issues such as main business restructuring, historical evolution, standardized governance structure, and continuous profit guarantee, but also must pay attention to financial issues. When helping to coordinate the listing of intermediary agencies on the NEEQ of the third board, the practitioner found that:
1. The financial problems of most companies are prominent, and companies are reluctant to advance after seeing intermediaries. On the one hand, the companies themselves, on the other hand, the intermediaries find it difficult to operate;
2. Due to the limited resources of the corporate capital market, even if you compare a few intermediary agencies, it is difficult to find a suitable counterparty brokerage, lawyers, accountants and other intermediary agencies to serve the enterprise. After all, the business owner's specialty lies in the business operation, and it is also a professional person who does his profession. Thing
3. In addition to the above, companies need more outside wisdom, capital, and resources.
We believe that if companies are not afraid of problems, the key is to have counterpart professionals to provide reasonable solutions and solutions to meet the needs of companies to connect to the capital market. The following is based on the requirements for listing on the New OTC Market, with reference to the analysis of the reasons for the IPO rejection of companies to be listed, and combined with the universal characteristics of companies to be listed, there are mainly the following nine issues that need to be addressed and resolved in advance by companies.
1. Accounting policy application
The common problems in the application of accounting policies for companies to be listed are mainly reflected in:
On the one hand, there are errors and improper application, for example, the income recognition method is vague; the provision for asset impairment is not compliant; the long-term and short-term investment income recognition method is not compliant; the time point for the transfer of fixed assets of the construction in progress is lagging; the capitalization of borrowing costs; Long-term deferred expenses for intangible assets; improper handling of special matters in consolidated accounting statements, etc.
On the other hand, the applied accounting policies do not maintain consistency, such as changing accounting estimates at will; changing fixed asset depreciation period at will; changing bad debt provision ratio at will; changing revenue recognition method at will; changing inventory cost carry-forward method at will, etc. The first type of problems must be corrected and adjusted, and the second type of problems must be focused on choice and persistence.
2. Accounting fundamentals pay attention to the problem
Operational standards are a basic requirement for companies to list on the New Third Board, and of course they also include financial standards. There are two problems in the accounting foundation of the enterprises that are to be listed, especially the private enterprises:
On the one hand, there are "regulations" that are not adhered to, and the processing of records, vouchers, and statements is not standardized or even wrong, and the content cannot be connected;On the other hand, there are differences in "internal and external". Due to the needs of financing and taxation, there are generally several sets of accounts. This not only greatly compromises the quality of the company's operation and external image, but also affects the listing of a good company, and of course, it will also affect the company's future IPO. It is recommended to strictly implement relevant accounting standards, fully realize that standards are not costs, but benefits, and cultivate the awareness and habit of incorporating all economic and business matters into a unified set of accounting systems.
3. Internal control improvement
Enterprise internal control is the focus of the due diligence and verification of securities firms, and it is also the core of the evaluation of institutions in charge of filing and reviewing such as the Securities Industry Association. From the perspective of internal control, it includes financing control, investment control, expense control, profit control, capital control, allocation control, risk control, etc.; from the perspective of internal control, it includes corporate governance mechanism, responsibility authorization control, and budget control. System, business process control, moral hazard control, incompatible job separation control, etc. Generally speaking, the types of internal control are divided into restrictive control (or centralized control) and incentive control (or decentralized control). Under normal circumstances, small and medium-sized enterprises dominate the former, while large-scale enterprises can adopt the latter. In addition, internal control must not only have a system, but also have implementation and supervision, as well as records and feedback, otherwise it will still be a formality and affect the listing.
Fourth, the problem of corporate profit planning
Although the NEEQ listing conditions do not have clear requirements for financial indicators, and there are no hard and fast rules on whether the company is profitable, the continuity, rationality and growth of corporate profitability appear to be critical to the objective need for companies to enter the capital market. important. Therefore, it is necessary to plan the profit of the enterprise in advance, and provide systematic guarantees in terms of policy application, market support, cost allocation, and cost accounting. Profit planning mainly includes three aspects of profit scale, profitability, and profit growth speed. It must be considered to form linkage and unification with various financial ratios and indicators such as assets and liabilities and capital turnover. From the perspective of truly conducive to enterprise development and listing and filing, profit planning must not be artificially "packaged", but should focus on its inherent rationality and the maintenance of subsequent development potential.
5. The problem of capital liability structure
The main issues involved in the structure of capital and liabilities are: the composition of equity capital and debt capital; the concentration and dispersion of equity structure; the choice of debt ratio control and maturity; the control of debt risk and debt income, etc. Take the most typical debt-to-asset ratio, for example, too high will be regarded as a company with low solvency and weak risk resistance, and it is difficult to meet the listing conditions, but too low may not be able to successfully pass the listing review, because the approval department may It is believed that the financing needs of enterprises are not large, and the necessity of listing is insufficient. Therefore, moderate debt is conducive to restraining agents' moral hazard and reducing agency costs. Creditors can maintain appropriate control over current business owners, and it is also more conducive to corporate listing or IPO financing. Therefore, based on such considerations, it is extremely important to rationally reorganize the company's assets and liabilities before listing.
VI. Tax planning issues
Taxation is a big problem that plagues companies that intend to list. For most small and medium-sized enterprises, the internal and external accounting methods are adopted, the profits have not been shown, and the impact of tax penalties and accounting adjustments is required before listing. Mainly involved are land value-added tax, fixed asset purchase tax, business income value-added tax, corporate income tax, shareholder personal income tax and other items. If it can be resolved through tax penalties and account adjustments, it still does not constitute a substantial obstacle. More cases are:On the one hand, taxation costs have increased due to the processing of repairing history
On the other hand, because the adjustment range is too large, it is regarded as insufficient internal control of the enterprise, insecure continuous profitability, and lack of integrity in the company's operation. Therefore, tax planning must be considered in advance and combined with profit planning. In addition, the impact of local taxation policies and government subsidies on the profitability of enterprises should also be considered in the planning.Seven, related transaction processing issues
The positive impact of related party transactions is reflected in the ability to improve corporate competitiveness and reduce transaction costs, while the negative impact is in insider trading, profit shifting, tax avoidance, and market monopoly. Therefore, whether it is an IPO or a listing on the New Third Board, the review of related transactions is very strict. From an ideal situation, qualified enterprises can avoid the occurrence of related transactions or minimize the occurrence. However, the avoidance of related transactions may be hindered in operation, increased costs, and decreased competitiveness. Therefore, it is necessary to treat connected transactions dialectically, and in particular to handle three aspects:
One is to clearly understand the nature and scope of connected transactions;The second is to reduce unimportant related transactions as much as possible, and reject unnecessary and abnormal related transactions;
Third, the decision-making procedures and financial treatment of related transactions must be legal, standardized, and strict.
8. Employee motivation and connection issues
Employee motivation is not only a human resource management issue, but also a legal issue in labor relations, and it is also a financial issue. It is mainly reflected in: Where do the stocks come from? How are the stock prices determined? Where do the money come from? Where do the stocks go? How to evaluate the performance? Can the exercise price be adjusted? How is the accounting recorded? How is the tax collected? These issues are often not valued by entrepreneurs in the early stages of enterprise development, or have no time to be taken into account, but when the listing needs to be restructured, they will naturally swarm , And often the difficulty of processing at this time will increase instantly. We believe that companies should consider this issue after the team is relatively stable, and design relevant legal plans and financial structures in stages, and reserve space for shares and capital turnover. In addition, employee incentives should be organically combined with factors such as performance appraisal and income forecasting.
Nine, the problem of improving quality awareness
In the process of contacting the companies to be listed, we found that some companies are more standardized, staffed more neatly, and have modern financial awareness. The financial personnel of most companies are mainly divided into three types:One is the administrative and management type (that is, the office director and other administrative personnel handle daily accounts on their behalf);
The second type is the trustworthy operation type (that is, the relatives and related parties of the business owner serve as financial personnel);
The third category is the simple execution type (that is, although professional financial personnel are in charge, the actual financial decision-making is controlled by the boss). There is the idea of focusing on operation and not management at all, and the boss’s awareness of grasping financial rights and human rights is at work In a sense, these ideas are understandable, but if the lifeblood of the three financial tasks of professional consciousness, modern consciousness, and independent consciousness is gone for a long time, many financial problems will gradually appear. Therefore, it is necessary to truly solve the financial problems. The problem of planning should start with the quality of financial staff and the cultivation of the boss’s awareness.