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The China Securities Regulatory Commission: If there is an unrecovered loss in the overall IPO change, it will be declared after 36 months.

January 11, 2019 19:12
source: Company e

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[SFC: If the overall change of the IPO is unresolved, it will take 36 months to run before it can be declared] Some non-pilot innovative enterprises (hereinafter referred to as issuers) applying for initial public offering of shares will be discounted in the original book at the net asset value of the original book. There is an unrecovered loss when the stock is changed into a joint stock company as a whole, or there is no unrecovered loss when the whole change is made. However, due to the accounting error correction and retroactive adjustment report, there is an unrecovered loss at the time of the overall change. What are the specific requirements for such companies in the audit?

On the 11th, the CSRC issued a regulatory review question and answer, saying that if there is an unrecovered loss in the overall IPO change, it will take 36 months to declare.

The following is the full text of the question and answer:

  Issues and Regulations on Issuance Regulations - Regulatory Requirements for Unresolved Losses in the Initial Change of the Initial Enterprise

Q: Some non-pilot innovative enterprises (hereinafter referred to as issuers) applying for initial public offerings have unrepared losses when the limited liability company changes its share of the original book value of the net assets into a joint stock company, or does not exist when the overall change occurs. Unrecovered losses, but due to accounting errors corrected retroactive adjustment statements, there were unrecovered losses in the overall change. What are the specific requirements for such companies in the audit?

A: The issuer who has the above situation should have run for 36 months after completing the industrial and commercial registration of the overall change.

At the same time, issuers and intermediaries should also make detailed disclosures in the prospectus on the reasons for the cumulative unrecovered losses, whether the situation has been eliminated and the impact on future profitability, and corrective actions (if any). Reveal the associated risks. Relevant information disclosure and verification requirements include the following two aspects:

First, the sponsor institution and the reporting lawyer should check and express opinions on the following matters: Whether the issuer’s limited liability company’s overall change in the establishment of the company’s related matters has been approved by the board of directors,shareholderWill vote, whether the relevant procedures are legal and compliant, whether there is any violation of the legitimate rights and interests of creditors in the restructuring, whether there is a dispute with the creditors, whether the relevant procedures for industrial and commercial registration and tax registration have been completed, and the limited liability company has changed the overall establishment of the company. Whether it complies with the laws and regulations such as the "Company Law".

Second, the issuer should fully disclose in the prospectus the overall reasons for the formation of the undistributed profit before the establishment of the company limited by shares and the changes and development trends after the overall change, and the matching relationship with the change in the profit level during the reporting period, for the future The impact of profitability, and disclosure of corrective actions (if any) and full disclosure of related risks. At the same time, the specific method, proportion and corresponding accounting treatment of the net assets discount should also be disclosed.

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(Article source: e company)

                (Editor: DF075)

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