the a-share IPO market covered the coldest one month.
on January 30, four IPO (initial public offering), will be three 1 will be no. At this point, in January 2018, securities issuance examination committee of review of the 50 companies starting applications, only 18 pass, pass rate of 36%.
according to our statistics, the new issuance examination committee into office in October 2017, a total of 143 companies that have been examined starting applications, 70 passed, passing rate of 48.95%.
behind so bleak pass, is a new issuance examination committee strictly carry out the audit policy. Especially in a variety of dazzling potential violation risk of related transaction, led, as companies will stand in the way of success.
in China’s largest private psychiatric hospital in wenzhou corning hospital will, for example, the company has successfully landed in Hong Kong market, the original plan sprint to a-share & other Psychiatric hospitals throughout the first stock &; And sponsor team from and PWC was accounting firm, the company chairman secretary work experience, has a regulatory system but still failed to protect the company’s IPO success. For one thing, is the dispute related party transactions.
wenzhou kangning hospital information figure
& other; Related party transactions non-affiliated throughout the &; Doubt
issuance examination committee pointed out the problems of wenzhou corning including, during the reporting period, the issuer associated with related party transactions, cancelled or transfer of the part of the related parties at the same time. Please explain the issuer on behalf of: (1) whether there is a related party bear the costs and expenses for the issuer and other situations to issuers benefit; (2) the external reason of assignment of related party, transfer of value and the fair sex; (3) the CDH xin, CDH dimensions, equity transfer and acquisition of business logic relationship between pingyang chang gung memorial hospital, after the transfer of the original still existing in pingyang chang gung memorial hospital impact whether the assignor, the issuer to pingyang chang gung memorial hospital psychiatric, confirm management service income is greater than the fixed benefit the rationality of the benchmark, whether there is connection transaction non-affiliated situation; (4) related party cancel reason, production management and cancellation of compliance of the process, if there is a cancellation due to serious violation. Please indicate the sponsor representative inspection process and methods, and made clear verification opinions. Throughout the &;
in the structure of the questioning, wenzhou kangning hospital has two affiliated parties have been focused on: one is pingyang chang gung memorial hospital, hospital of Beijing yi ning.
the corning of pingyang of wenzhou evening’s stake is zero, however, is not without relations. Pingyang evening originally founded by wenzhou corning GuanWei made by the actual controller, but before wenzhou corning started listing, will hold pingyang chang gung equity, all transferred to the CDH. While the CDH is wenzhou corning towards the main driving force behind in the process of capital market.
the issuance examination committee to wenzhou corning explanation, CDH xin, CDH dimensions, equity transfer and acquisition of business logic relationship between pingyang chang gung memorial hospital, after the transfer of the original still existing in pingyang chang gung memorial hospital impact whether the assignor, the issuer to pingyang chang gung memorial hospital psychiatric, confirm management service income is greater than the fixed benefit the rationality of the benchmark, whether there is connection transaction non-affiliated situation.
even more worthy of attention, pingyang chang gung memorial as wenzhou corning’s biggest client, if in fact still belong to the same interests, so, whether there is between the business & other; The left down right & throughout; The situation? If this doubt exists, then the issuance examination committee mentioned & other; Affiliated parties bear the costs and expenses for the issuer and other issuers to carry throughout the situation & interest; It is not nonsense.
look at Beijing. Unlike pingyang chang gung, wenzhou corning yi ning has a thirty percent stake in Beijing, yi ning was founded in Beijing, wenzhou, corning for its cumulative cushion construction period up to 24.773 million yuan. And after yi ning was established in Beijing, just by wenzhou corning provides management services, equivalent to Beijing yi ning became wenzhou corning’s customers. But in the process, Beijing yi ning daily unexpectedly by wenzhou corning paid a lot of working capital, and also has not interest or capital cost.
in popular language, is wenzhou corning to develop an own customers, charging management fees to the client on one hand, on the one hand, to the customer paid a lot of management costs, and also holds a part of the customer equity.
the issuance examination committee, Beijing yi ning hospital in the preparation stage of the part payment paid by the issuer, the hospital was set up after which the issue is to provide management services. The legal representative of the people hospital of Beijing yi ning GuanWei stand, one of the actual controllers for the issuer. Please explain the issuer on behalf of the Beijing yi ning hospital: (1) to lend some money to the rationality and necessity of daily operating expenses, not charge interest to Beijing yi ning hospital or the reason of capital cost; (2) whether should be in accordance with the principle of substance over form Beijing yi ning hospital should be brought into the consolidated scope; (3) investment in Beijing yi ning hospital income calculation conform to the provisions of the accounting standards and so on series of questions.
listed companies’ profit maximization abacus
those journalists to investment bankers learned that the equity structure of listed companies set up, in fact is not a simple matter. Itself on the one hand, investment Banks did not say, on the other hand, for set up subsidiaries, affiliates, tend to be considering the profit maximization.
& other; For corning this case, some people around me suggestion is that the overall package. In general, the overall package, there is no connection transaction the problem. But, does not necessarily which approach is better, because some of the assets is really doesn’t fit into the listed inside the body, or to specific analysis. Throughout the &; Industry insiders said the interview.
, from the perspective of accounting related parties in accordance with the ownership of 0-50%, 50%, 20% to 50%, in turn, also have different profit and cost approach.
a medium-sized Shanghai certified public accountants audit personnel told those news, if there are lots of companies, a group of companies in vitro is indeed can always sucked into the main body of listed companies, the profits in accounting standards it is achievable. & other; One subsidiary financial USES is the same control in combination with the rights and interests, if it is in September to expand on in vitro company equity control, increase its stake to 50%, in August 1 – profit also exist under the parent company, so in August 1 – profit also can be incorporated into the report, there is no limit. Throughout the &;
the auditors, said some of the group company will set up an investment company, a lot of cash flow is injected into the investment company, want to consolidated another subsidiary is regarded as a kind of financial assets first, as long as no more than 20% can be identified as financial assets, of which one hundred percent of the investment to the parent company, foreign to the investment company has a subsidiary of 10% to 20% stake, this early in the report will only reflect financial assets, will only confirm the changes in fair value gains and losses.
& other; Subsidiary company equity of listed companies to buy is a process, not just finished. Below 20%, is the first stage, is recognized as the financial assets, slowly stake to 30% will achieve common control of the company and others, is a kind of under the same control. When 50% stake will be taken in combination with rights, can the upfront profits are compiled into the financial statements, the income statement will be good than before. Throughout the &;
related party transactions have become a scourge?
the personage inside course of study to the surging news reporter: & other; Associated business has always been a very key point, now of the crackdown is not only the related party transactions, but for the standardization of the entire report period. Throughout the &;
for the screening of related transaction violations, in the new issuance examination committee before taking office is the key.
for example, on January 30, announced late secondary will be no dragon technology co., LTD. Hangzhou thousand island lake sturgeon, was held in July 27, 2012, 2012, the 61th gem issuance examination committee meeting have been rejected, was rejected because of related party transactions and non-recurring profit and loss for 2010 and 2011, main business income and net income effect is significant.
the interviews with the personage inside course of study to explain, the so-called non-affiliated, affiliated transactions is originally affiliated parties, through the equity transfer and so on, into the two sides are no longer affiliated parties, so for listed companies, the business ties between the two are no longer needed as a disclosure of related party transactions.
to be clear, corning in wenzhou is no, not because of related party transactions, but the related party transactions are behind all sorts of flaws.
& other; Related party transactions is not absolutely can’t have, corning’s case is mainly due to the other side is the first big customer, easy to doubt the indemnification. But the point is, there is the original way of related party through the generation of non-affiliated suspected, further related party transactions between the members of the first big customer reasonable doubt. Was the first big customer is related, is very sensitive, it’s hard to explain things clearly, but also through the way of equity transfer non-affiliated, a bit of a shattered glass. Throughout the &; The industry insiders read that way.