New Three Boards: Common Problems And Auditing Need Special Concerns

(1) the corporate governance mechanism is sound and legal and standardized.

CPA must pay attention to the key points:

1. whether the company has established a corporate governance structure consisting of shareholders' meeting, board of directors, board of supervisors and senior management (hereinafter referred to as "three sessions and one level"), and establishes a corporate governance system in accordance with the provisions of the company law, the supervision and management measures of unlisted public companies, and the introduction of the regulations of the third listed companies, the essential provisions of the articles of association.

2., whether the company "three sessions and one level" will operate in accordance with the corporate governance system.

During the reporting period, the relevant provisions of the company law should be observed in the stage of the limited company.

3., is there any major violation of law?

In recent 24 months, the company has been punished by the criminal punishment or applied for serious violation of laws and regulations because of its violation of national laws, administrative regulations and rules.

(1) administrative penalty refers to the administrative penalty imposed by the economic management department on illegal activities involving the company's business activities.

(2) major violations of law and regulations refer to the acts of confiscation of illegal gains and the confiscation of illegal property or administrative penalty by administrative organs that have been punished by administrative punishment.

However, the penalty organs do not belong to the law in accordance with the law; except for those who have been fined by the executing organs of administrative punishment, they shall be regarded as a serious violation of the law unless the sponsor and the lawyer can reasonably explain or punish the authorities that the act is not a major violation of law.

(3) the company has not been suspected of committing a criminal investigation in the last 24 months.

4. whether the controlling shareholders and the actual controllers are legally compliant.

In the last 24 months, there are no major violations of the law:

(1) the controlling shareholder and the actual controller are subject to criminal punishment;

(2) the administrative penalty related to the standardized operation of the company and the circumstances are serious.

(3) there is no clear conclusion on the investigation of suspected crimes by judicial organs.

5. whether the incumbent directors, supervisors and senior management personnel possess or comply with the qualifications and obligations prescribed in the company law shall not be subjected to administrative punishment within the last 24 months or to the measures taken by the CSRC to prohibit entry into the securities market.

6. whether there are situations in the reporting period of a company including shareholders, controlling shareholders, actual controllers and their associated parties who occupy company funds, assets or other resources.

If yes, it should be returned or standardized before applying for listing.

7. whether the company has independent financial departments to conduct independent financial accounting, and whether the relevant accounting policies can reflect corporate financial status, operating results and cash flow accurately.

8, whether the internal control system of the new three Board companies is sound and effective.

(1) pay attention to the establishment of specific standards of internal control system.

In particular, it has formulated reasonable and feasible rules and regulations in terms of responsibility control, business process procedures, internal containment, accounting control, internal auditing and so on; ensuring: 1. Business records are related to accounting records; regular checking and supervising system is sound; second, business record system is complete; third, business authorization and implementation division is clear.

(2) review the implementation of the internal control system and check whether the internal control system has been implemented in the actual work.

The new three Board companies are concentrated in stock ownership. Maybe a few people control production management and management decisions, and conduct behavior has the intention of black box operation, which often leads to internal control system in a mere formality and can not be effectively implemented.

(3) concerns about the formation of effective internal control mechanisms for decentralized enterprises.

(4) attention should be paid to the influence of personnel changes on internal control for enterprises with high turnover frequency of financial leaders and core technicians.

(5) pay special attention to fund management, especially the truthfulness and trading background of capital pactions between companies and shareholders or related parties.

Include:

(1) does the company have a sound fund management system?

Whether an independent financial department is set up to open an account independently in a bank.

(3) whether individual shareholders are separated from the company's assets and financial revenues and expenditures;

(4) whether the funds are occupied by the controlling shareholders, the actual controllers and other enterprises under the control of loans, compensatory debts, replacement payments and other ways.

(6) pay attention to the examination and approval authority and the deliberation procedure of the external guaranty, whether there is a case of illegal guarantee for the controlling shareholder, the actual controller and other enterprises under control.

9, CPA should also pay special attention to the risk of management overriding the internal control system due to ownership concentration.

If so, it should be treated as a special risk.

CPA must pay attention to the key points:

1. pay close attention to whether the shareholders and contributions of the company comply with the provisions of the company law and other relevant laws and regulations, and pay close attention to the subjects, procedures, legality and compliance of the company's establishment, whether there are potential disputes in the structure of the capital stock, and the behavior of reinvesting the useless company assets.

For example, (1) state-owned enterprises need to provide corresponding documents of state assets supervision and management institutions or other departments and agencies authorized by the State Council and local governments.

(2) foreign invested enterprises must provide documents for approval issued by the competent commercial department.

(3) a joint stock company established before the revision of the company law (January 1, 2006) must obtain the approval document of the authorized department of the State Council or the people's government at the provincial level.

2. pay attention to the legality and compliance of the shareholders' contributions, and the mode and proportion of the investment shall comply with the relevant provisions of the company law.

(1) with the contribution of non monetary assets such as physical property, intellectual property rights and land use rights, it shall assess the price, verify the property, clarify the ownership of the property, and complete the pfer of property rights.

(2) the state assets shall be subject to the relevant state assets appraisal provisions.

(3) the company's registered capital is fully paid, and there is no false investment.

3. if a limited liability company is pformed into a Limited by Share Ltd, it concerns whether the net assets discount shares conform to the relevant provisions and whether the calculation is correct.

The limited liability company shall be changed to the Limited by Share Ltd as a whole on the basis of the original book net asset value, and the remaining time may be calculated from the date of the establishment of the limited liability company.

The overall change should not change the principle of historical cost valuation, and should not be adjusted according to the results of the asset appraisal. It should be converted to Limited by Share Ltd equity based on the net assets of the Nikkei audited benchmark.

The deadline for the declaration of the latest financial statements is not earlier than the base date of the restructuring.

4. if collective assets are pferred to individuals, they should pay attention to whether they have the unanimous consent of the original collectives and sign their own names.

5. collective assets should be quantified or rewarded to individuals, paying attention to the legality of collective assets being quantified or rewarded, and the confirmation documents issued by the provincial government should be provided when reporting.

6. the pfer of state assets to individuals concerned about the confirmation of the pfer price, whether it has fulfilled the procedures of assessment and confirmation, whether the pfer is authorized by the authorized state owned assets management department, and the source and payment of the pfer.

7. if a company's stock issue and pfer is carried out in accordance with the necessary internal resolutions and external approval procedures (if any), stock pfer must comply with the provisions of the restricted sale.

(1) there is no legal compliance between the issue and pfer of shares in the company.

A. in the last 36 months, the securities have been publicly or indirectly released without statutory approval.

Although B.'s illegal activities took place 36 months ago, it is still in a state of continuity. However, the Limited by Share Ltd with shareholders exceeding 200 persons formed before the implementation of the supervision and management measures of unlisted public companies is confirmed by the CSRC.

(2) whether the company's stock restriction arrangements conform to the relevant provisions of the company law and the national small and medium-sized share pfer system business rules (Trial Implementation).

8. whether a company that pfers interests in the regional equity market and other trading markets is legally compliant when applying for the issuance and pfer of shares before the listing of the national share pfer system.

9. is the issue of the controlling subsidiary of a company or the issuance and pfer of other enterprises incorporated into the consolidated statements conform to the provisions of the basic guidelines for the application of the conditions for listing the shares of the SME share pfer system (Trial Implementation)?

(three) business is clear and has continued operation capability.

CPA must pay attention to the key points:

1. understand whether the company can clearly and concretely describe the business, product or service, purpose and business mode of its operation.

By analyzing the situation and risks of the company's subdivision industry, we investigate the company's business model, business objectives and plans.

We should carefully and objectively analyze the basic situation and specific risks (such as industry risk, market risk, policy risk, etc.) of the company's subdivision industry.

By talking with the management of the company, visiting the company's products or services, and interviewing the company's customers, we can investigate the company's products or services and their uses, and understand the product categories, functions or types of services and the customer needs that satisfy them.

2. understand the company's business operations (which can operate one or more businesses at the same time) to see if each business has the corresponding key resource elements, whether the related components have the capability of input, processing and output, and can match business contracts, revenues or cost costs.

3. understand the company's production and operation status based on the reporting period and whether it can continue to operate in accordance with the established goals in the foreseeable future.

(1) understand whether there is a continuous operating record in the reporting period, and whether there are not only occasional pactions or events.

Operating records include cash flow, business income, paction customers, R & D expenses and so on.

(2) to understand whether the company has the relevant issues listed in the CPA Auditing Standard No. 1324th - continuing operation, which affect its sustainability, and understand whether the related matters affect the issuance of the standard unqualified audit reports.

Related matters affecting the capability of continuing operation include:

3. whether the company does not exist in accordance with the provisions of the 181st provision of the company law, or the court accepts the reorganization, reconciliation or bankruptcy application according to law.

(four) major assets of the company

CPA must pay attention to the key points:

1, whether the assets of the company are independent of shareholders and actual controllers;

2, whether the main asset ownership is clear; whether the procedures are legitimate; whether there are significant disputes over ownership;

3, whether the property rights certificate is perfect.

Concerned about the pfer of assets acquired from reorganization, shareholder investment, asset exchange, debt repayment by material, and donations.

4, whether the assets are complete or not, and pay close attention to whether there are assets outside the account or shareholders' occupation of assets and public and private use.

5, there are no restrictive conditions such as pledge and other important assets of the company. There are no major factors such as legal disputes, potential disputes and other uncertain factors.

6, pay particular attention to land issues:

(1) the allocated land is not accounted for before, and when the system is changed, it should be sold as a place of assignment.

(2) whether collective land is allowed in the collective land issue. If permitted, check the relevant regulations to see if the relevant provisions have been fulfilled.

7, pay attention to trademarks and patents.

Does the company have ownership of trademarks, patents and non proprietary technologies related to its main business?

8, pay attention to whether the company's accounting for intangible assets is correct.

If the service life is uncertain, the concerns should be judged appropriately.

(1) there are no explicit contracts or legal provisions for intangible assets, such as permanent franchise and non patented technology.

We must carefully judge the duration of use.

We should integrate all kinds of situations, such as engaging relevant experts to carry out argumentation or comparing with the situation in the same industry and the historical experience of enterprises.

(2) intangible assets, which are classified as uncertain service life, do not need to be amortized during the holding period. If they are still uncertain after the end of the review, they should be tested for impairment during each accounting period.

At the same time, the relevant conditions of the intangible assets should be explained in the notes to the financial statements, including whether there are contracts or legal provisions, and whether relevant information can be obtained from the market.

(five) intra industry competition and related pactions

CPA must pay attention to the key points:

1, pay attention to whether the company's business is independent, and whether there is competition among the controlling shareholders, the actual controllers and other enterprises under control.

By asking the controlling shareholder and actual controller of the company, consulting the business license, visiting the production or sales department on the spot, and investigating the business scope of the controlling shareholder, the actual controller and other enterprises that he controls, judging whether he is engaged in the same or similar business with the company from the aspects of business nature, customer object, substitutability and market difference, thereby forming a competition in the same industry.

The company is required to explain its reasonableness and understand the measures and commitments made by the company to avoid competition in the same industry.

2, the parties concerned define whether they are comprehensive and strict.

Special attention:

(1) the key managerial personnel of innovative enterprises include core technicians.

(2) a legal person or natural person under one of the following circumstances shall be regarded as the associated person of the company:

(1) to sign an agreement or make arrangements with the company or its associated parties to become the associated legal person or natural person of the company after the agreement or arrangement becomes effective or in the next twelve months.

(2) in the past twelve months, it was once an associated legal person or natural person of the company.

3. The amount and proportion of related pactions

(1) to analyze whether there is a significant or frequent associated party paction that affects the independence of the company in proportion to the paction volume of product sales or raw material purchase, and the proportion of the main business revenue or the raw material purchase amount of the controlling shareholder and its wholly owned or holding enterprises.

Business independence: by consulting the company's organizational structure documents, combining with the company's production, purchase and sales records, we examine the company's production, supply and marketing system, analyze whether the company has a complete business process, independent production and business premises, as well as supply, sales departments and channels, and calculate the proportion of the company's associated purchases and related sales accounts for the total purchases and sales volume of the company, and analyze whether there are significant or frequent related party pactions that affect the independence of the company, and judge the independence of the company's business.

(2) relying on the assets of the controlling shareholders and their wholly owned or holding enterprises in the form of contract, entrustment, lease or other similar means, the proportion of the revenue generated from production and operation will be the proportion of their main business income.

If the amount and proportion are large, it means that the company lacks the assets necessary to carry out production and operation.

4, attention should be paid to the fair pricing of related party pactions, and the unpaid consideration should also be paid attention to.

5, concerned about whether the company fully disclose related party relations and pactions.

(six) confirmation and measurement of internal research and development costs.

The new three Board companies are mostly new small and medium-sized high-tech enterprises, and the proportion of internal research and development expenses is higher than the total income, and the amount is generally large.

At the same time, there are many uncertainties in the research and development of new technology and new products, and the cycle of product upgrading is becoming shorter and shorter. New technologies and products will soon be eliminated.

Therefore,

CPA must pay attention to the key points:

1, pay attention to capitalization conditions and basis.

(1) whether it is reasonable to define the time points at the research stage and the development stage, and to spend all the expenses in the research stage.

(2) at the same time, whether the capitalization of expenditure in the development stage meets five conditions must be met at the same time to capitalization or cost.

(3) if there is really no way to distinguish between expenditure at the research stage and expenditure in the development stage, all expenses incurred in R & D expenditure should be converted into expenses.

2, pay attention to the scope of capitalization expenditure.

(1) the material, labor costs, registration fees, the amortization of other patents and concessionary rights used in the development of the intangible assets that can be directly attributable to the cost of the assets, the amortization of the royalties in accordance with the provisions of the accounting standards for Enterprises No. seventeenth, and the other expenses incurred before the intangible assets reach the intended purpose.

(2) in the course of developing intangible assets, except for the indirect expenses such as other sales expenses and administrative expenses directly attributable to the development activities of intangible assets, the recognizable inefficiencies and the initial operation losses before the intangible assets reach the intended purpose, and the training expenses for the operation of the intangible assets shall not be capitalized, and shall be directly counted into the profits and losses of the current period.

(3) the total expenditure that is only included in the time of meeting capitalization conditions until the intangible assets reach the intended purpose will no longer be adjusted for the expenses that have been included in the profit and loss before the capitalization of the same intangible asset in the development process.

3, two key points:

(1) the time of entry into the development stage.

Reference:

In practice, in combination with five conditions, more emphasis should be placed on the feasibility of technology and the inflow of future economic benefits. If the inflow of future economic benefits can not compensate for costs, it will not be capitalized generally.

For example, the pharmaceutical industry usually defines the development stage after the approval of the National Drug Administration's "clinical trial approval"; the online games industry is generally defined as the development stage (such as the beta of the game design document) after the date of the feasibility determination of the technology.

(2) the time when the development is completed.

Reference:

In practice, it is usually the end of the development phase that the certificate is obtained by new technology or certificateless.

For example, the pharmaceutical industry usually ends with the new drug certificate as the end of the development stage (for example, the 39 medicine of an Yonghua Ming audit); the online games enterprises usually use the release date of the game as the end of the development phase.

Such as giant network (Ernst auditor), Shanda network, perfect time and space (Pu Hua audit).

The cost of special cases is capitalized.

(seven) confirmation of revenue under new business mode

CPA must pay attention to the key points:

Innovative enterprises involve the innovation of goods or services themselves, and also involve the innovation of business operation mode, that is, the adoption of some non-traditional operation modes.

Many characteristics of innovative enterprises lead to different methods of income recognition and confirmation, which may be different from traditional industries. It is necessary for enterprises and CPA to make flexible professional judgment.

But in any case, when judging the recognition of income, CPA should be judged according to the five principles stipulated in the enterprise accounting standards.

1, buy one get one way to sell.

The donated goods or services are not treated as donations, but rather as reduced sales.

For example, the goods or services of 2000 yuan in the pre deposit 1000 yuan cash consumption price list should be regarded as a reduction of 50%, and the consumption price list is 1000 yuan. The sales revenue should be confirmed to be 1000* (1000/2000) =500 yuan.

2, barter.

Only when the exchange service items are different or similar, and the income recognition conditions can be recognized, can the income be generally measured by the fair value of the products offered.

3, bonus points.

The sales proceeds or receivables should be allocated between the fair value of the revenue generated from the sale of the goods or the bonus points of the sales, and the credits or credits receivable deducted from the fair value of the bonus points shall be recognized as income. The fair value of the bonus points shall be recognized as deferred income and converted into income at the time of conversion.

When the bonus points are awarded, the form of prizes may be used. When the deferred income is recognized, the cost of the prizes should be recognized.

4, the confirmation of the income of system integration is generally based on the accounting standards of enterprises - the construction contract.

Some companies confirm revenue after the completion of the project and the acceptance certificate issued by the experienced recipient, such as the new century.

5, forward sales contracts should not be judged according to the five conditions of the contract, according to the terms of the contract to determine the time point of risk reward pfer.

6, selling goods and providing services at the same time.

If it can be differentiated and can be measured separately, the income and cost of selling goods and labor services should be accounted for separately.

When differentiating sales of goods and services, it is also necessary to consider whether the labor provided is one-time or continuous. If it is sustainable, it should consider the apportionment of related benefits.

7, pre sale prepaid card.

For example, mobile operators sell telephone prepaid cards, beauty salons, sales promotion prepaid cards, pre sale consumer cards, etc.

At the time of pre sale, the seller has not completed the service nor the cost of providing the service, and the buyer has the right to sell the seller before full consumption, and has the right to ask for refund in the limitation of action. Therefore, the income can not be recognized according to the principle of income cost matching and the principle of income recognition.

Even if the seller fails to refund the money and the term of validity is one year when he sells the card, he will not have the right of exemption because of conflict with the relevant laws.

The Seller shall establish a sound internal control system and information data system, effectively control and record the sales and consumption of the pre-sale cards, and confirm sales revenue according to the actual consumption of customers.

If the pre-sale card has not been consumed during the validity period, the sales revenue can be confirmed at the end of the validity period (or litigation period) according to the reasonable accounting estimate.

If the amount of prepaid card is small and the proportion is small, it can also be recognized by the principle of substance over form.

However, when the pre-sale is confirmed, the revenue must be strictly defined. If the revenue of the pre-sale income fluctuates greatly due to large-scale promotional activities and so on, the income should not be recognized from the prudence principle.

8, the confirmation of the income of e-commerce service providers.

Take Taobao as an example, the company is mainly engaged in C2C business (personal to personal sales) and B2C business (company to personal sales) business, and there are two sources of revenue. First, search competitive ranking, including: C2C business, B2C business, P4P business (pay for performance), according to effect payment, and two is brand mall, mainly B2C mode, collecting Commission.

Taobao is mainly charged with keyword search of bid price and the number of keywords being clicked, the amount of pactions and the prescribed rates, which are charged to sellers in real time by Alipay.

This profit model is embodied in the virtual world of the network. The number of customers is huge, the number of services is huge, the amount of single paction is relatively small, and the total number of pactions is massive.

The confirmation of this business mode income depends entirely on the huge computer database system, which requires the auditors of computer professionals to test the database system before making the income confirmation.

9, the confirmation of net game company's income.

The income of the online game company mainly comes from the online game itself and related charges. Online games include two kinds of toll games and free games. The fee game online game companies mainly charge the card fee based on the game time of the game players, and the income is directly proportional to the number of players and the game time. The prop charge is another source of income. The free games developed in recent years are becoming the mainstream of online games. Players can play games without playing cards. The sources of income include: virtual props charge and value-added service charges, for example, service SMS charging and other value-added SMS service charges.

Many businesses are attracted by the huge number of players who put advertisements into them. The advertising revenue of online games companies can only be confirmed when the relevant advertisements begin to appear in public.

10, animation enterprise income recognition and cost matching.

From the perspective of the operation mode of animation enterprises, they can be divided into two categories: self creation form and cooperation form.

Self created (also known as original), creative, self processing, exclusive benefits.

It is characterized by long production cycle and large initial investment.

After obtaining the license, the proceeds from the sale (distribution) or other (such as cooperation, granting, pfer, etc.) are obtained for a longer time.

The proceeds from the distribution of animation and film and television works are mainly income from the distribution of animation, film and television works, and can be recognized in stages during the issuance period of the contract after the delivery of the disc is delivered to the customer for acceptance.

11, the recognition of the income of public welfare cultural enterprises.

Take theatrical business enterprises as an example, according to the relevant provisions of the enterprise accounting standards - government subsidy, the subsidy income should be accounted for outside the business income, but this leads to a small increase in the main business of the enterprise, and the profit from the contribution is far less than the subsidy income provided by the government.

Therefore, it has been suggested that, like the theatres and other cultural enterprises with public welfare nature, under the premise of implementing the enterprise accounting standards, the government subsidy can be recognized as the main business.

(eight) tax matters

CPA issues to be addressed:

1, whether the income tax has been paid after the reorganization of the company's business and structure; (the natural person's shareholders pay personal income tax, and the enterprise refers to the fiscal and taxation [2009]59 document).

2, whether the value-added tax and deed tax involved in the process of restructuring and restructuring have been paid in full;

3, whether the company has pferred profits to related parties for tax avoidance purposes.

4, whether the company has a small coffers outside account and pfer profits.

5, whether the cost is carried forward with the ratio of income;

6, if all pactions are real, there are no false invoices for VAT invoices.

7. Whether or not the expenses of controlling shareholders or actual controllers are included in the company's expenses;

8, whether or not capital expenditures should be capitalized;

9, whether the income tax deduction is consistent with the requirements of the new tax law and whether it is approved by the Inland Revenue Department;

10, whether or not withholding personal income tax.

11, whether the tax preference is legal, whether there is approval document, whether the approval level is consistent with the tax law requirements.

12. When the limited liability company changes to Limited by Share Ltd as a whole, how does the individual shareholder pay personal income tax when the surplus and undistributed profits are converted into capital stock and capital reserve?

At present, the Circular of the State Administration of Taxation on the pfer of capital stock by shareholding enterprises and the issuance of bonus shares for the collection and exemption of personal income tax ([1997]198) stipulates whether personal income tax should be levied on capital surplus and surplus surplus.

Article 1 stipulates that the share capital enterprise's conversion of capital reserve to capital stock does not belong to the distribution of dividends and dividends, and the individual income tax is not imposed on the amount of capital pferred by individuals and not as personal income.

The second provision stipulates that the distribution of dividends by surplus provident fund belongs to the distribution of dividends and dividends, and the amount of red shares acquired by individuals should be taxed as personal income.

In addition, the website of the State Administration of Taxation has replied to the question of "how does the total surplus and undistributed profits be converted into capital stock and capital reserve and how the individual shareholders pay personal income tax" when the "limited liability company has changed to Limited by Share Ltd as a whole"?

According to the reply issued by the State Administration of Taxation on the issue of the collection of personal income tax on the registered capital of surplus Provident Fund (the tax Letter No. [1998]333), "Qingdao Lu Bang Petrochemical Co., Ltd. will increase the volume of the capital reserve from the statutory reserve fund and the arbitrary reserve fund extracted from after tax profits. In fact, the company will distribute dividends and dividends to the shareholders to the surplus provident fund, and the shareholders will increase the registered capital by dividends and dividends."

Therefore, in accordance with the spirit of the State Administration of Taxation on the pfer of shareholding enterprises and the issuance of bonus shares for personal income tax ([1997]198), the part of the individual shareholders who have been divided into and re invested into the company (the registered capital) shall be subject to personal income tax according to the "interest, share interest and bonus" items, and the tax shall be approved by Limited by Share Ltd in the relevant departments for capital increase, and the company shareholders' meeting shall be withheld by future generations.

Therefore, surplus earnings and undistributed profits should be calculated according to the "interest, dividends and bonuses" income tax.

The above reply is for reference only.

Please refer directly to your supervisor or the local tax authorities for specific procedures.

What needs to be explained is that the direct basis of levying tax is not the direct tax law.

Therefore, it is very likely to see the attitude of the local competent tax authorities on the basis of the averse line.

At present, there is no clear document for the personal income tax on the change of the limited liability company to the individual shareholder of the Limited by Share Ltd according to the net asset discount.

For more information, please pay attention to the world clothing shoes and hats net report.