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IPO Audit Directly Refers To Spanparency &Nbsp; Relatives Related Assault Stocks Are Subject To Thorough Investigation.

2011/9/30 9:01:00 25

IPO Auditing Direct Spanparency

The latest information on sponsor training received by reporters shows that the regulatory authorities have made more detailed requests for the competition, related spanactions and independence of the IPO project, reflecting it. To examine A trend of strictness. For example, if the actual controller's relatives are involved in the same industry operation, the definition of relatives can not be simply stipulated according to the guidelines, and the relationship between relatives should also be concerned. For the more reported assault shares, the regulatory authorities will focus on whether it involves the spanfer of interests and ask for full disclosure.


The equity evolution of IPO project has always been a hot topic. At the training meeting, the responsible person of the SFC said that in addition to focusing on the stability and clarity of the stock ownership, it focused on its normalization, that is, whether the company introduced the shareholder process legally and properly, whether there were potential spanactions between the issuer and its shareholders, such as loans, and that the shareholders' status should be qualified. In fact, this audit idea is also reflected in the recent IPO meeting. In July 6th, when the IPO was not approved, Baolong motor prospectus showed that in April 2010, when the listing and listing requirements of the issuer were known, 10 external shareholders of the company spanferred all the shares to major shareholder Chen Hongling. The reason is that the above shareholders are not suitable for the four situations of shareholders of the listed company and take the initiative to retreat.


For assault stocks, regulatory authorities will strictly examine matters of interest spanfer. In addition, the issuers of gem need to disclose the situation of new shareholders in the latest year, the resume of natural shareholders in recent five years, the major shareholders and actual controllers of the legal person shareholders, and the new shareholders in the latest six months need to explain the background of the shares, the relationship with the issuers and related parties, the intermediaries, whether there is the influence of the proxy holders and the issuers, and so on, and the sponsors and lawyers need to issue special verification opinions. It can be corroborated that most of the recent IPO projects, including the verification and disclosure of legal persons involved in PE, have traced back to the ultimate investor.


Another phenomenon since the IPO resumption in 2009 is that the limited partnership business has surged in Pre-IPO projects as policy barriers have been broken. In this regard, the regulatory authorities pointed out that the partnership can be regarded as a shareholder, but the partnership can not be used to circumvent the problem of more than 200 shareholders. If the partnership is the actual controller, it is necessary to count all the general partners. The sponsor needs to verify the information disclosed by the partnership and its history and the main situation in the last three years. The spanaction of the issuer in the partnership is questionable. No matter how much the stock is held or the identity is different, it should be examined in detail and fully.


Training department, regulatory authorities Reiterate The keynote of encouraging overall listing is to avoid competition in the same industry and reduce related party spanactions. Regulatory authorities pointed out that for the independence requirements of asset business, the actual controller and his relatives, major shareholders, important related spanactions between Dong Jiangao and issuers, interest conflicts are all the focus of the audit. It is particularly mentioned that in order to explain the competition that does not constitute competition, issuers often explain from the perspective of industry segmentation and technology segmentation. However, the regulatory authorities emphasize that "the industry can not be divided too much". The differences between sales areas, products and customers can not explain that there is no competition in the same industry. The equipment, process and technology universality should be listed as a whole. Unless there are reasonable reasons such as the policy restrictions on business integration, they can not be included in the issuer.


The relatives of the controlling shareholders and the actual controllers involved in the same business need to pay close attention to the distance between relatives, the degree of business closeness, the correlation between history and current. If it does not affect independence, it is necessary to make disclosure and commitment to future acquisitions, specific acquisition arrangements, pricing fairness and so on. In particular, the regulatory authorities pointed out that the definition of relatives should not be simply stipulated in the guidelines, and the relationship between relatives should also be concerned.


For related party spanactions, the idea of regulators is "not completely prohibiting", focusing on the relationship between spanaction content and operation. If the core link of production and marketing is concerned, it is necessary to determine whether the issuer's independence will affect the independent and standardized operation after listing, and whether it will affect the interests of minority shareholders. The necessary logistics and other businesses, if the price is fair, is conducive to continuous operation and can be incorporated into the listed companies. According to reports, the current regulatory authorities are conducting research, to be introduced related competition, correlation spanaction Explanation.


Other hot issues that the market is concerned about has also been shown in training. For example, regulatory authorities require full demonstration of the listing of some special industries, such as catering, beauty and fitness industries. For example, whether the industry regulatory system is mature, whether the business mode is mature, whether the industry has technical standards or standard standards, whether it causes consumers' complaints, and whether the collection funds have reasonable uses, all need to be fully demonstrated in advance.


 

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