ipo利潤(rùn)包裝不合格上市公司制造流程（IPO profit packaging nonconforming manufacturing process of listed companies）

1、ipo利潤(rùn)包裝不合格上市公司制造流程（IPO profit packaging nonconforming manufacturing process of listed companies）Unqualified listed company manufacturing process, the broker is called packaging chief planner jinzishajiaIn June this year, landing A A-share market BYD (002594.SZ), due to semi annual results fell sharp

2、ly 88.62%, and suffered market criticism, its sponsor UBS Securities has also been questioned.And in the A share market, listed companies soon suffered changes in the face of a small number of companies, some of which are due to macroeconomic factors, but some are due to the company was excessive pa

3、ckaging caused. In the process of packaging enterprise IPO, what roles do intermediaries, brokerages, accounting firms and law firms play? What are their roles?Broker: Chief Planner of packagingChina business in Chengdu an investment bank on (micro-blog) reporter said, for some large enterprises, th

4、e market needs less packaging, and for some of the GEM companies, due to the small size, so the conventional packaging techniques used by some agencies to more effective, more can be obtained the Commission and the investment bank approval, especially when the gem started.In the enterprises IPO pack

5、aging process, and play the biggest role, no doubt is to assume the enterprise listed underwriting task of securities firms. Once a IPO service for a number of companies have a lawyer told reporters in Tianjin, listed companies underwriters in the packaging process of listed companies, to lead the r

6、ole of people, or is the chief planner.The underwriter, refers to securities institutions distribution exclusive underwriter or lead organization syndicate in the stock issuance, stock issuance is the underwriter, sponsor is also the issuers financial advisers and listed issuers.A GEM listed company

7、 chairman told reporters, when there are plans listed in the company, due to the funding gap, the growth performance is not very high, worry about listed by little opportunity, there are several brokers to find companies that can through some techniques on the packaging company, and come up with the

8、ir own program, eventually the company selected a strength of the relatively strong brokerage as the sponsor, the sponsor through some financial practices and business model of the packaging, the company successfully landed on the gem.When companies determine the underwriter, sponsor agencies began

9、to investigate and contact with the company, familiar with accounting firms and law firms to communicate, what research company does not meet the listing requirements, can adopt what kind of means to carry out the package to the enterprise, the specific requirements are put forward by the underwrite

10、r. An accountant firm in Beijing told reporters.However, the Chengdu investment bank also revealed that in the listed companies in the process of packaging, not only intermediaries packaging planning idea, packaging idea is actually more raised by the enterprise, the purpose is more financing.Accoun

11、tants, lawyers, political reformIn the course of the packaging of the IPO business, the principal underwriter in the agency acted as Chief Planner and the role of accounting firms and law firms was facilitators, the lawyer said.In the packing time of enterprises, accounting firms should first concer

12、n is whether the enterprises make full tax, whether in the first three years of a tax penalty, the audit process if the presence of tax risks, enterprises need to communicate with the tax department in advance, fill the tax payable, exempt from punishment. Beijing, a partner in the accounting firm t

13、old reporters that the second is in accordance with the accounting standards and norms, suggestions on how to adjust the enterprise income and profit growth to meet the conditions of IPO, such as the early recognition of revenue and other financial means to advance the release of corporate profits,

14、the companies listed on the packaging process, the accounting firm the role of staff, advisers and counselors, the premise is to enterprise and the support.The role of a law firm is to legalize some of the packaging. The Tianjin lawyer mentioned the role of law firms in the process of enterprise lis

15、ting.The lawyer said, often do work is to make a contribution to legalize corporate shareholders, especially relates to the privatization of state owned assets of enterprises, law firms typically through some supplementary contract, so that the original asset privatization method of suspected loss o

16、f state assets, often find some appropriate assessment agencies for assessment of state-owned assets at the time of transfer, the parties signed an agreement to make the state-owned assets to private legal, and through the enterprise relationship to local state department notice issued by damage to

17、the interests of state-owned assets is not a state-owned assets in the process of privatization, and many places in order to listed companies, usually issued such a notice.The lawyer further said,In the partial preparation for landing A shares of listed companies is still in progress.An IT enterpris

18、e staff told reporters that the company is currently preparing for listing, the brokerage has been stationed in the company, the company has completed the first phase of the equity restructuring, but now many contracts are false, but not the actual content of cooperation, the purpose is to enhance t

19、he performance meet the listing requirements.Gimmick two: related transaction non associatedThe aforementioned lawyer said that non related transactions related to one of the packaging techniques used by previous enterprises, this approach is relatively simple.In order to solve the problem of obviou

20、s benefits associated with the transaction in the transportation enterprises, usually associated with the company shares listed one or two years before transferring to the third party, this can increase the income of enterprises, on the other hand, the enterprise began and after the transfer of the

21、company or the third party is usually hidden and the bulk of the transactions.Landing A shares market in 2010 October, Rui Qi shares (300126.SZ) because it is the market questioned. The companys actual controller Wu Mingting, Ying Yuanlin couple, who control the Zhejiang broad, Yongkang, Chen Rui, S

22、hanghai sinoop 4 Daben electrical company or business, or industry downstream related enterprises.In 2008, Wu Mingting and Ying Yuanlin transferred the ownership of the 4 companies to the third party. After the transfer, from 2009 to 2010, the company still has business dealings with Shanghai eastsh

23、ip electric appliance, benz.A lawyer in Tianjin said that this situation in Jiangsu and Zhejiang, Guangdong and other places of private enterprises are more common.Related non related transactions are currently the focus of the audit will be, the Commission is very strict review, the company involve

24、d in such problems, the sponsor will be called to explain the details, many companies therefore IPO is not. Beijing, an investment bank said that now this practice in the enterprise IPO process has been less.Approach three: capitalization of R & D costsAccording to the new accounting standards, deve

25、lopment expenditure can be conditionally capitalized. As a result, some listed companies begin to make use of this regulation to reduce costs improperly and increase profits, among which enterprises do most of the research and development.In 2009, good video IPO was rejected by the sfc. In 2011 July

26、, Jia Chong video again hit IPO.For the first time prospectus shows that the growth of good video is not sufficient, especially after excluding R & D cost capitalization factors, the performance is almost in place. Companys 2007 and 2008 net profit were 22 million 780 thousand yuan and 25 million 48

27、0 thousand yuan, an increase of only 11.85%, the first three quarters of 2009 is only 20 million 330 thousand yuan. However, development costs the amount of capital spending in 2007 and 2008, the company developed the first three quarters of 2009, the total is as high as 16 million 200 thousand yuan

28、, while the 2008 net profit after deducting non recurring gains and losses after only 2007 more than 4 million yuan, the same period in the amount of capital expenditure than the 2007 increase of 3 million yuan, the net impact of this part, a good video in 2008 net profit rose only 1 million yuan.In

29、 the second declaration materials, the accounting treatment of video creation has changed greatly, and all research and development expenses are included in the current profits and losses. Prospectus said that during the reporting period, the company based on the principle of prudence, R & D spendin

30、g will be included in management fees, without capitalization. After the R & D costs are included in the current profits and losses, the creation of video second IPO applications, successfully approved by the Commission for approval.The Guangzhou investment bank analysts pointed out that under norma

31、l circumstances, corporate R & D expenditure is included in the cost during the impact, the profits and losses of the current period of practice, the accounting treatment of R & D expenses for the listed companies, leaving much room for profit, the regulation also followed, avit first IPO was not on

32、e of the reasons is that its research and development the cost of capital is too radical, to give people more strongly whitewash performance impression, and adjusted honesty management will give a good impression, which is once again the impact of an important reason for the success of IPO.With the

33、creation of video has the same experience, there are crown Hao biological and other companies.Tip four: advance recognition of incomeEarly recognition of earnings is a common tactic for listed companies to manipulate profits. A listed companys financial manager told reporters that in practice, the e

34、nterprises ahead of time to confirm revenue, increase accounts receivable, thereby increasing revenue.The service provider specializing in network communication key bridge communication technology solutions business (002316.SZ) prospectus shows that from 2006 to June 30, 2009, the companys accounts

35、receivable were 89 million 58 thousand and 500 yuan, 100 million yuan, 134 million yuan, 154 million yuan over the same period, the companys advance payment for 1 million 678 thousand and 600 yuan, 2 million 920 thousand and 800 yuan, 120 thousand yuan, 28 thousand yuan.The company said that from th

36、e point of view of financial accounting, the private network communication technology solutions business belongs to both the sale of goods and services provided by the mixed sales business. Combination of business characteristics and revenue recognition principles,According to the principle of prude

37、nce, the company in the goods have been sent to the user by the preliminary confirmation after installation and debugging system in line with the opening conditions and the corresponding cost can be measured reliably, revenue recognition.But financial experts questioned the summer grass, communication industry practice is to confirm the acceptance of income, but the key bridge communications in the customer before the early recognition of revenue, the income is very aggressive, resulting in the companys accounts receivable, accounts receivable is