What Issues Should We Pay Attention To When Going Public?

< p > < strong > > erasing tax evasion > /strong > /p >

< p > many private enterprises in order to evade corporate income tax, the usual practice is to hide profits, and the "gross profit" reported to the Inland Revenue Department is far less than the actual gross profit.

For example, the actual profit of the enterprise may be 15 million yuan, while the account to the Inland Revenue Department may only be 3 million yuan.

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< p > but in order to be listed, it is necessary to meet certain profit conditions. For example, < a href= "http://www.91se91.com/news/index_x.asp" > medium and small board > /a > need to make continuous profit in the past 3 years, and accumulative total net profit is more than 30 million yuan. The GEM Listing needs to meet "continuous profit in the last two years". The net profit in recent two years has accumulated no less than 10 million yuan, and has continued to grow "or" the profit in the latest year, and the net profit is not less than 5 million yuan, and the operating income growth rate in recent two years is no less than 30% ".

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< p > a lot of enterprises hide profits and evade taxes when they are not listed. When they are ready to go public, they will reflect profits and make up taxes through adjusting accounts.

In the past, the SFC also recognized the business performance of enterprises after adjusting accounts.

But now, the SFC has not endorsed a large amount of tax and debt adjustment.

In case of such a situation, it is usually necessary to submit a distribution application at least after a complete accounting year, which makes the company miss the right time to list.

It is always necessary to repay the tax, but it will cost a lot to avoid tax evasion.

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< p > < strong > Listing great leap forward < /strong > < /p >

Listing P is a long-term capital strategy. Many companies hope to jump ahead of the market and quickly blow up their performance.

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< p > early 2008, a company launched the listing plan. It plans to submit the issue and listing materials to the SFC in the first half of 2009, and will be listed in the second half of the year.

In order to achieve the conditions of listing, and in order to raise more funds, the company took orders in spite of the strength of the enterprise, even advanced the order and profit in 2009 to 2008.

The performance of 2008 is indeed 80% higher than that of the previous year. It has never occurred to me that since the financial crisis, the IPO audit has been suspended since October 2008 and has not been resumed until July 2009. However, due to various reasons, the company has not yet been on the "/p".

< p > the overdraft of the company's performance, coupled with the worsening financial crisis, will result in at least a doubling of its performance forecast in 2009, which is difficult to meet the expectations of investors.

The hope that the company will be listed in 2010 is still slim.

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< p > < strong > acquisition of high underwriting fee < /strong > /p >

< p > underwriting fees are charged at a certain rate of financing. The more the amount of financing, the higher the cost of underwriting. Therefore, some brokerages lobby for entrepreneurs in order to acquire high underwriting expenses. The higher the P / E ratio, the better the pricing, the better the financing.

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< p > there is an enterprise under the guidance of this kind of short-term behavior that IPO will set the price at a high price.

As a result, after the listing of the companies, they were also fired by hot money, followed by a series of sharp falls. The investors who entered the market on the day of the listing were all less than a href= "http://pop.sjfzxm.com/popimg/fz/index.aspx" > /a.

So far, more than a year has passed, and the stock price has not recovered to the original issue price.

If the company wants to refinance in the future, will investors dare to buy it again? < /p >

< p > listing is not a hammer deal. Instead, we should make use of the capital platform built by listed companies to carry out capital operation, including strategic mergers and acquisitions and refinancing.

Therefore, capital operation is not a one-time financing.

We cannot simply position IPO's goal in maximizing the amount of financing.

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< p > in fact, the P / E ratio is not higher, the better the price is, the better the financing is, the better.

If you want to give investors a certain discount, if you can earn 10 cents, you can earn 11 points, but you only get 7 points, and I believe you will have a lot of money - Li Jiacheng business philosophy is also applicable in capital market.

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< p > < strong > the key moment is "bamboo bar" < /strong > /p >

< p > No lawyer can do it because there is no licence limit. Therefore, the competition between lawyers is fierce and even tragic.

Compared with 3 intermediaries of sponsors, accountants and lawyers, lawyers charge the lowest fees, because lawyers do not have "franchise value".

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< p > a single listing business. At present, more than one million lawyers are at the normal level.

But some lawyers "dumping at low prices" to attract business.

Once the list comes to hand, they often find various excuses to increase their money, especially when they are on the market.

If the company does not add money, they either have a bad service attitude, or deliberately procrastinate, or send some lawyers or paralegal assistants who have no business level to "work out"...

The customer has the misery words, most of the time can only bear the pain to be slaughtered.

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< p > < strong > financial fraud < /strong > < /p >

< p > performance fraud is the first taboo of enterprises going public.

The SFC will also punish and punish counterfeiting.

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< p > China's first cordless telephone manufacturer Shenzhen Wan De Lai is a warning.

Although the operation of Wan De Lai has plummeted after 2000, the chairman is determined to risk going public and submitted an application for listing to the SFC in 2002.

At the same time, a letter of complaint disclosed the bad situation of vedely's bad credit and inflated profits. In August 2002, Van de lay reluctantly withdrew the listing application and ended his planned listing for many years.

In 2004, Wan De Lai went bankrupt.

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< p > in addition, Chengdu Hongguang, Daqing friendship and so on have also become typical examples of performance fraud and fraud listing.

Chengdu red light concealed the fact that the company actually lost more than 5377 million yuan in 1996. The net profit in 1996 was 5428 yuan, and the total profit was 10805 yuan.

The 3 year accounting report of Daqing friendship from 1994 to 1996 has a total profit of 161 million 760 thousand yuan.

Nowadays, these enterprises have fallen down, and all responsible persons have been severely punished.

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< p > < strong > Listing motivation is not correct < /strong > < /p >.

< p > is not responsible for shareholders. The listed companies are regarded as ATM machines before listing. Many enterprises have already implied "ghosts". < /p >

< p > the star enterprise, Chun Du A, has a glorious history. Since the production of the first western ham sausage in China in 1986, spring has been developing. Chun Du ham sausage has spread all over China, with a market share of over 70% and assets of 2 billion.

Chun Du group, as the exclusive sponsor of the A listing in Chun Du, has a stock of up to 62.5%. Chun Du A listing for only 3 months. Chun Du group has raised about 180 million yuan in the fund-raising fund. After that, it has occupied several funds and accumulated up to 330 million yuan. It is equivalent to the 80%. spring group A, which is the fund-raising fund of all the funds, used for more than a dozen loss making enterprises in its merger, and new business projects such as medicine, beverage, timber, tanning, hotels, real estate and so on.

It is said that Chun Du group takes up the A fund-raising fund in Chun Du, and it only needs a word from the chairman.

Nowadays, the listed company of Chun Du A has disappeared from the stock market.

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< p > an entrepreneur controls only 25% of the shares of a listed company. Because of the low holding ratio, the entrepreneur covertly pfers the 1 hundred million capital of the listed company to the controlling shareholder through a series of related pactions.

The financial crisis, which started in the second half of 2008, has caused serious losses to the controlling shareholders. Now it has fallen into the mire of bankruptcy.

As the listed companies were hollowed out, the listed companies began to lose money and were put on the hat of ST.

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< p > most of them are unable to resist the temptation of pluralism because they have emptied the large amount of funds of listed companies. They think that ingenious maneuverability can deceive people to develop those industries with higher profits.

Entrepreneurs of listed companies should focus on market value management and make up for capital operation theory and common sense.

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< p > < strong > assault shares, < /strong > /p >

< p > What profit is the highest at present? The answer is < a href= "http://fz.sjfzxm.com/" > private placement < /a > (PE).

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< p >, so many enterprises quickly introduced new shareholders before going public.

Once the company is listed, these investors will gain huge profits.

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< p > private enterprise financing is difficult, bank loans are not good loans, so they want to introduce PE, but PE is mostly "eager for quick success and instant benefit".

If an enterprise can wait for two or three years to go public, PE will wait and see.

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< p > however, if the enterprise is to be listed soon, all the "immortals" will be looking for private equity financing under various banner, giving you PE investment.

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< p > in spite of the fact that "quick success and instant benefit" is a little bit, there are many real PE.. In order to guard against risks, they prefer to invest in the year before going public.

At this time, a listed company will often agree to improve its ownership structure and to raise funds for reorganization or to start the project first.

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< p > but it does not exclude a part of the "fake PE" which came into being with various "powers". In May.2010, Guoxin Securities issued an internal circular. The four general manager of the original investment bank, Lee, was expelled from the Guoxin Securities and dismissed the labor contract because of violating laws and regulations and the relevant regulations of the China Securities Regulatory Commission and the company's rules and regulations in the course of practice.

Statistics show that Lee has set up a company through his wife, shares of listed companies, including Lai Bao Technology 60 thousand shares, axle research technology 650 thousand shares, and quasi listed company Henan Sifang super hard material Limited by Share Ltd 1 million shares, 3 total investment is less than 1 million 430 thousand yuan, the market value is as high as 3000 million yuan, and the rate of return on investment is as high as 20 times.

Because Li is a sponsor representative and holds the right to sign, the company has to agree to its share subscription.

Because Lee is directly involved in the project, he controls the timetable for the listing of enterprises. Therefore, he can invest more accurately in a short time before the listing.

The case, known as China's "PEfu defeat first case", has also unveiled the black mu of China's investment bank's PEfu defeat.

In short, in the face of huge profits, the 70 and Post-80 sponsor representatives are repeating the mistakes of the first generation of "Securities cattle" in 1980s.

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Prior to "P", the SFC stipulates that the issuer shall disclose the basic information of the sponsors and the major shareholders and the actual controllers holding 5% of the shares of the issuer.

The shareholders who have less than 5% of the shareholding introduced after the establishment of the stock company may not be disclosed.

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< p >, but now it has changed.

The China Securities Regulatory Commission (CSRC) requires that if a new shareholder is declared within the previous year, even if the shareholding ratio is less than 5%, if the natural person is the natural person, the issuer needs to disclose the resume of the past 5 years. If the legal person is a legal person, he must disclose the major shareholders, the actual controller and the legal representative.

In the first 6 months after the application is accepted, the issuer should also provide special instructions on the reasons for increasing capital or pfer, including the reasons for the increase or pfer, the basis of pricing and the source of funds, the background of the new shareholders and the role they can play in the future development of the company.

At the same time, sponsors and lawyers should verify their opinions, and the SFC may also investigate the situation as appropriate.

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< p > according to media reports, the Shenzhen Securities Regulatory Commission has issued a notice on strengthening business management to further improve the quality of sponsor's work under the sponsoring agency of the district authorities, requiring all securities companies to immediately carry out a comprehensive inventory of the sponsor's business shares and other interests.

The notice requires strict prohibition of senior managers of securities companies, sponsor representatives, sponsor related personnel and their spouses, parents and children who live together, holding shares of issuers in any name or manner.

In July 31, 2010, the Shenzhen Securities Regulatory Commission issued the guiding opinions on the establishment and perfection of information isolation wall by securities companies in Shenzhen area. In the information isolation management of investment banking business, it was clearly stated that "investment banking business personnel should promptly declare that they directly or indirectly hold shares of related companies and their positions in related companies according to the needs of project development."

Those involved in listed companies should also declare their immediate family members to buy and sell related stocks and related securities.

In addition, according to sources, Shanghai securities regulatory bureau also issued a "building information isolation wall" advice, the China Securities Association also began to study the introduction of information barrier system.

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< p > in short, the market share of the stock market has become the focus of management, and has become a red line that can not be touched before listing.

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< p > < strong > eliminate the "sell signature" < /strong > < /p >.

< p > May 2010, the head of the CSRC department concerned said in a training course for a sponsor representative, in order to further strengthen the responsibility of the sponsor and the representative in the issue of listing work, the sponsor representative must be invited to participate in the preliminary trial meeting and feedback meeting and answer relevant questions. The trial committee will also set aside more than half of the time to ask questions and hear answers from the sponsor representatives.

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< p > obviously, the purpose of this move is to prevent the sponsor representative from signing only and not participating in specific projects, so as to avoid signing the "signature" phenomenon.

In August 2010, Zhou Bao, a sponsor representative of China Merchants Securities, was not fully diligent in his work as a sponsor representative of Guilin Sanjin pharmaceutical first project. He was not allowed to accept the heavy penalty recommended by the regulatory authorities within 12 months.

This is the first single case of regulatory measures taken by the sponsor system since its implementation due to inadequate due diligence. It shows that regulators are determined to "strictly manage the market".

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Before P, even before 2002, when lawyers carried out the qualification of securities lawyers, many lawyers didn't do anything. They could earn hundreds of thousands or even millions of dollars a year by selling "signature". Later, management discovered this Fu defeat phenomenon, abolished the qualification of securities lawyers, and eliminated the source of Fu's "rent".

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< p > China's sponsor system is learning from Hongkong. Hongkong is learning from the British AIM market.

But the sponsor representative is Chinese characteristics. Nowadays, some sponsor representatives of securities companies do nothing like the securities lawyers of the past. Only by selling signatures can they earn 2 million a year.

This is an abnormal phenomenon and is not sustainable.

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