"Tens Of Millions" Investment In Shoe Enterprises Is Listed As A Small Number Insider.

Issuing shares and listing have become numerous today.

In June 2010, an enterprise listed on the SME board. Its publicly disclosed material shows that the information disclosure cost of the company during the listing period is as high as 10 million yuan.

In accordance with the regulations, the company must strictly disclose information on the listing. Its main form is to publish relevant prospectus and listing documents in the professional Securities newspaper designated by the SFC, but who can imagine that it will have to pay tens of millions of yuan to complete this task only.

However, the cost of completing information disclosure is only a small amount in the composition of the cost of listing.

Listing cost analysis

In the decision-making process of whether an enterprise is listed, the cost factors that need to be considered include: tax cost, social security cost, listing preparation cost, senior management remuneration, intermediary cost, marginal operating cost and risk cost after listing.

I. tax costs

Enterprises need to pay a large amount of tax before they are converted into stock companies. This is a common problem for listed companies.

Generally speaking, the reasons leading to less taxes are:

1, the reasons for the information and business level of the financial personnel of the enterprise cause less taxes.

For example, some taxable businesses that have happened occasionally do not declare taxes; when tax and finance do not conform to the stipulations of the tax base, they often lead to the failure to declare and pay taxes according to the tax regulations.

2, financial management is not standardized, income recognition, cost and expenditure are not in conformity with the provisions of the tax law, resulting in less taxes.

This phenomenon occurs generally in the early stage of the enterprise's establishment, especially when the tax authorities impose taxes on enterprises, such as authorized collection and income tax, and so on. In many cases, many enterprises have not strict demands on cost and expenditure, which makes a large number of non compliant invoices and accounts in white.

Once these situations are mastered by the tax authorities, the tax authorities shall have the right to require enterprises to pay taxes and punish them.

3, careless handling of related pactions often leads to huge tax costs.

The new income tax law and the recently issued special tax adjustment management method put forward very clear normative requirements for related party pactions.

If the paction behavior between the affiliated enterprises is obviously low, the tax authorities have the right to conduct an investigation on their related pactions. Once the related pactions are confirmed to affect the less paid taxes, the tax authorities may decide to impose special tax adjustments.

Two, social security costs

In labor-intensive enterprises, there is often a problem of irregular labor employment.

For example, reducing the number of social security bases, underreporting the number of employed workers, replacing comprehensive social insurance with urban social security, less overtime pay, and less holiday pay.

At present, the Commission's requirements for the employment of enterprises are exceptionally strict. Therefore, the listed companies generally pay higher social security costs.

Three, the preparatory cost of listing

The preparatory work for the listing is a systematic project. It requires not only the functional departments to improve the management level according to the normative requirements of the listed companies, but also requires the establishment of a professional preparatory team to organize and coordinate the whole listing work.

Therefore, the preparatory cost for listing is also a cost factor that must be considered for enterprises.

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The preparatory cost of listing includes: the preparatory team on the market and the new manpower cost for strengthening management, corporate governance, institutional norms, process reengineering training costs, and additional management costs to strengthen internal control standards.

Four. Remuneration of senior management

The wealth effect of capital market leads to the consideration of senior managers' remuneration in the process of listing decisions.

In addition to the fixed salary of executives, we should also consider executive incentive policies that meet the company's development strategy.

Executives' fixed salaries generally do not bring incremental costs due to the listing of enterprises, but executive incentive policies often become the new high cost of human resources to be listed companies.

Because in the current market environment, most enterprises will adopt executive stock ownership plan or option plan as the main incentive for senior managers.

For small and medium-sized private enterprises, the issue of senior managers' remuneration that should be considered in listing is sometimes reflected in the increase of senior managers.

In order to meet the requirements of corporate governance, most small and medium-sized private enterprises have to arrange more board members and senior managers.

Five, intermediary costs

The enterprise listing must be the work that the enterprise and intermediary organization can realize.

Under the umbrella of market access, intermediary service has become a kind of scarce resource, which makes the intermediary cost one of the main cost of listing.

The necessary cooperative agents for listing enterprises include brokerages, accounting firms, asset appraisal agencies, law firms, other advisory bodies, financial and public relations institutions, etc.

The cost of intermediation depends on the outcome of the agreement between the two parties. Its main factors include the amount of target financing, the size and brand of the partners, the degree of business complexity determined by the foundation of the enterprise, and the market situation.

Some intermediary fees can be delayed until the successful fundraising is actually paid.

Six. The marginal cost of operation after listing.

Listing will bring brand effect and credit upgrading to enterprises, and at the same time, it will bring "problem of reputation" to enterprises.

For example, the cost of human resources will rise as a result of listed companies, because the number of highly qualified talents is high, and job seekers' demands for salary and remuneration are also raised.

For example, the cost of purchasing will rise as a company as a listed company, because some suppliers will raise the price because the company is a listed company.

Therefore, the operation cost of general enterprises after listing is higher than that before the listing.

Considering the marginal cost of operation after listing, it is helpful for the listed companies to make decisions and formulate their development strategies.

Seven, risk cost

The biggest risk faced by listed companies is that the final declaration can not be approved by the issuing Committee, which means that the listing of enterprises fails.

This failure will bring many threats to enterprises.

Strict information disclosure requirements make the basic operation of the company open, giving competitors a chance to learn.

In addition, intermediaries also hold a lot of important information of enterprises, and also face the risk of loss.

The failure of the listing work also made the cost of pre tax expenditures, such as tax costs, social security costs, listing preparation costs and intermediary costs, become sunk costs, which can not be compensated in the short term.

The largest proportion of underwriting expenses

In the whole listing process, the most expensive brokerage fees are the highest, and this is the biggest difference between the cost of listing different companies.

Among them, the underwriting fee is mainly charged according to the proportion of the amount raised, and the sponsorship fee is the signature fee paid to the sponsor.

A survey has been conducted. In the 10 GEM companies that have separately announced the sponsorship fee, the difference is not large. Generally, they are 3 million, 4 million and 500 000. The highest fee charged by the state capital securities company has received 5 million 500 thousand of the sponsorship fee.

The biggest difference is the underwriting cost.

This part of the cost determines the cost of the company's listing.

From the perspective of cost accounting, the proportion of this part of the total cost of the underwriting issue is much higher than that of accounting firms, lawyers, asset appraisal and so on.

For example, in terms of the underwriting fee of more than 120 million of Shenzhou taeyue, millions of other expenses can be almost ignored.

This part of the cost depends on the bargaining power of the enterprise.

A sponsor of a medium-sized broker said: "listing with the central enterprises depends mainly on the government resources of the securities companies. The GEM companies are generally private enterprises, and the prices are basically determined by market standards.

However, if the enterprises are fully in line with the gem listing standards and are more confident in their own listing, they will often choose cheaper brokerages, even some small brokerages.

For some enterprises that have been hovering over the standard side, they are more willing to choose a broker who has good government relations. Even if they have more money, they can ensure that the enterprise can go through the security process through approval.

In addition, because the SFC stipulates that gem enterprises will have 3 years' guidance period after listing, and now the securities companies have issued a 1 million fee per year for this purpose.

Prior to this, there were also sources saying that because the risk of listing of GEM companies was relatively large, many brokerages changed the practice of collecting money after the completion of the whole project, and chose the practice of charging in batches with the stage of the project.

Selling points and costs on the eve of listing

In essence, listing is actually the sale of shares of a company by selling its own business to the public.

Therefore, the shoes and clothing enterprises to be listed need to evaluate themselves and make clear the selling points of enterprises, such as business prospects, industry status, market share and profitability quality.

Usually, the shoes and clothing enterprises to be listed need to have certain competitive advantages to attract investors' attention, including their advantages in the market position, marketing network, promotion channels and product design, development and production capabilities.

For example, it ranks first in a certain market range, sales volume has reached a certain proportion in the past three years, the number of sales outlets has reached a certain scale, the management level of enterprises has more than a certain number of industry experience and so on.

In addition, enterprises need to consider the location, timing and cost of listing, including time cost.

At present, Chinese shoes and clothing enterprises usually choose mainland A shares or Hongkong main board as the market place.

For the choice of listing place, the main factors for enterprises to consider are the issue price earnings ratio, the time required for listing approval, and the regulatory environment.

Among them, the issue price earnings ratio is the issue price per share divided by the earnings per share, so the higher the issue price earnings ratio, the more funds can be raised.

As far as the issue price earnings ratio of Chinese footwear enterprises is concerned, mainland A shares are generally higher than Hongkong's main board.

However, the time required for listing and approving A shares in the mainland is longer than that of Hongkong's main board, and the regulatory environment is also stricter than Hongkong's.

Therefore, more and more Chinese shoes and clothing enterprises have chosen Hongkong as the venue for listing.

There are many factors to balance when choosing a place to be listed, and it should be considered in conjunction with the timing of listing.

The timing of listing depends mainly on the change of macroeconomic cycle and the change of government policy cycle. Besides, it also needs to consider the preparatory situation and capital demand of the enterprise itself.

The listing of enterprises usually takes a year or even a few years, and its success is limited by many external factors.

At the same time, the internal problems of enterprises will also affect their listing.

According to past experience, the common internal problems of Chinese shoe and clothing enterprises in the listing process include: restructuring of legal framework, independent operation principle, business divestiture, related party pactions, competition in the same industry, tax problems, accounting problems and corporate governance.

These internal problems can be categorized as legal and financial problems in general.

In the near future, many listed companies have introduced relevant legal teams and financial teams in advance, sorting out and standardizing the enterprises legally and financially, so as to ensure that enterprises will not obstruct the process of listing because of their own reasons when the best time to market is coming.