While increasing the transparency of IPO audit, the CSRC has increasingly strict requirements for the transparency of information disclosure of listed companies. This trend has been fully revealed in the feedback from IPO companies that were first exposed recently.
As an important measure for the transparency of IPO audit determined in June 5438+ 10 this year, at the end of April, the CSRC publicized the full text of the feedback to four companies under review, including Jin Chengxin Mining, baosteel packaging, China Nuclear Power and Stone Group. Specifically, the CSRC issued 95 questions, 69 of which involved information disclosure, accounting for 70%. The key point is to require listed companies to disclose various interest relationships and the specific operation of their main business projects. "This not only puts forward higher requirements for information disclosure, but also reflects the new trend of auditing, that is, paying close attention to the independence of listed companies and conducting carpet inspections on the specific situation of their main business." Insiders pointed out to reporters.
Related party transactions become "required questions"
On April 28th and 29th, the website of China Securities Regulatory Commission disclosed the feedback from IPO companies under trial for the first time, and the feedback from Jin Chengxin Mining, baosteel packaging, China Nuclear Power and Stone Group was exposed. At the same time, the above companies have also issued pre-disclosure update documents in response to the feedback from the CSRC.
The reporter noted that at the end of 5,438+10 in June this year, the CSRC had made it clear that it would further disclose the contents of feedback opinions and feedback replies put forward during the audit process to improve the transparency of IPO audit. Today, this move officially landed. Lawyer Yang Zhaoquan, director of Beijing Weinuo Law Firm, told the reporter: The public IPO feedback is a reflection of the further transparency of the audit work, and it is also convenient for the public to supervise the work of the audit Committee, which embodies the spirit of "three publics".
Specifically, among the 95 questions raised by the CSRC to four companies, 69 were related to information disclosure, accounting for 73% of the total number of feedback questions (the other three types of questions were: normative issues, issues related to financial accounting materials and other issues). "This reflects the new concept of" information disclosure as the center "of the CSRC, that is, paying attention to the authenticity, accuracy, integrity and compliance of materials, paving the way for registration." An investment banker told the Shanghai Securities Journal reporter.
According to the reporter's understanding, in the feedback from the above four companies, related party transactions have become a "required question". Among them, the phenomenon of nuclear power related transactions in China is the most prominent, and there are a large number of related transactions with China National Nuclear Corporation and other enterprises controlled by it in many aspects, such as engineering construction contracting services, nuclear fuel procurement and equipment and technology import agents, entrusted loans and other financial services, and labor procurement, and the amount is large. This time, the CSRC asked the company to disclose the specific content of purchasing labor services from CNNC and the reasons for the sudden sharp increase of 20 12; At the same time, the company is required to introduce the reasons, necessity and measures to avoid or reduce related party transactions.
Similarly, from 20 12 to 20 14, the proportion of raw material-related procurement in operating costs in baosteel packaging was 43. 10%, 18.34% and 13.50% respectively. The CSRC requires sponsors and lawyers to verify the authenticity of the decline in related party purchases and whether there are non-related arrangements for related party transactions.
Feedback will affect the meeting.
In the process of IPO review, feedback and its reply are important components. An investment banker told the Shanghai Securities Journal reporter: "Generally speaking, the feedback includes all kinds of problems that the CSRC thinks are flawed or do not meet the IPO conditions. For example, the answers given by companies and intermediaries can not satisfy the CSRC, and finally the IEC may reject the listing application. Of course, there may be some problems that the examiner did not find, so he did not participate in the feedback, but the members of the IEC found them and will raise them at the meeting. It is also possible that the company was exposed by the media before the meeting and will be asked at the meeting. If you can't answer these questions, some of them may be rejected by the IEC on the spot. Others may let the company go back to prepare. "
The reporter noted that the related party transactions with concentrated feedback were also the crux of the failure of some listed companies to attend the meeting this year. Therefore, the previous IPO of Suotong Development was rejected because there were a large number of related transactions with the related party Jiugang Group and its subsidiaries, and its independence could not be guaranteed.
In addition to related party transactions, the feedback also paid special attention to the interest association at the shareholder level of listed companies. If the CSRC points out in its feedback to the mining industry that there are many new shareholders since the establishment of the issuer, the sponsor institution and the company are requested to make clear verification opinions on whether there are kinship, related relationship, entrusted shareholding, trust shareholding or other interest transfer arrangements between the new shareholders and the actual controller of the company, as well as the intermediary institutions and their signatories, major customers and suppliers.
At the same time, baosteel packaging is also required to disclose the basic information of the natural persons who indirectly hold shares in the company behind the five institutional investors introduced at the end of 201/KLOC-0, including but not limited to identity information, work experience in the last five years, current employer and position, and whether they have the qualifications of shareholders as stipulated by laws and regulations.
The main business is carpet inspection.
In addition, for China nuclear power, the CSRC also pointed out: "In the risk warning, the company indicated that when the risk factors such as nuclear power development policy adjustment, tax and fee policy change, power system reform, rising operating costs, interest rate and exchange rate change occur separately or simultaneously, the company's operating performance will be affected to a certain extent, and the company's operating profit and net profit in 20 15 may be higher than that in 20 14. The risk warning is too general and lacks pertinence. Please strengthen the pertinence of information disclosure and risk warning. " In this regard, China Nuclear Power made a more detailed calculation and prompt in the pre-disclosure update document on April 29th.
With regard to mining industry in Jin Chengxin, CSRC pointed out that the revenue from mining management and mining engineering construction accounted for about 99.52%, and required the company to disclose the information of mining management projects operated in each period, including but not limited to the name, location, mine type, quantity of ore mined in each period, ore price and realized income, analyze and disclose the reasons for the changes in domestic and foreign mining management income in each period, and further analyze the total amount of ore mined in each period and the mining management situation.
"This not only puts forward higher requirements for information disclosure, but also reflects the new trend of auditing, that is, carpet verification of the operation of the main project of the enterprise." According to industry sources.