Papers Category:Accounting And Auditing Papers
- Cpa Papers
Post Time:2011-12-31 10:38:00
Editor's Note: 2010 Certified Public Accountant (CPA) exam has been close, professional stage examination will be conducted on September 11-12, in the face of this once a year, the highest gold content of China's professional qualifications examination, tens of millions to achieve the dream of the accounting profession The reference staff who review the various examination subjects also entered a crucial stage. To help the majority of candidates successfully passed the CPA exam in 2010, full review, and efficient pro forma, guidance Other invited experts on various subjects related to the examination and analysis of heavy and difficult to make REVIEW, to be candidates for public guidance and inspiration.
Securities Act is a recent focus of CPA exam economic law, economic law questions in the chapter each year the proportion of 15 points or more in, and there is a comprehensive title examines the contents of this chapter. This chapter focuses on the company's IPO, including the conditions, listed the conditions of the company issuing the stock, listed companies to issue corporate bonds, three securities market conditions, events and insider information, such as the acquisition of listed companies. This paper selects some of the key test sites, break the material intrinsic framework, in an easy to understand and remember ideas for enumeration and analysis.
First, the Company's initial public offering of more legal conditions
Companies listed on GEM IPO this year the conditions of new content and small plates listed on the Main Board of the Company's initial public offering than the threshold for companies listed on GEM high.
First, two initial public offering of common stock of the conditions (1) the issuer is legally established and continuously operated three years of the corporation, limited liability company into shares according to the original book value of total net assets changed as a limited company , continuous operation time from a limited liability company set up the date (2) the issuer's registered capital has been paid in full, the assets used as investment property transfer procedures have been completed it, the issuer's principal asset ownership is not significant disputes (3) The issuer shall have sustained profitability, there is the following circumstances: ① the issuer's business model, product or service or product mix has changed significantly, and the continued profitability of the issuer have a significant adverse effect , ② the status of the issuer's industry or industries in which the issuer's business environment has been or will be significant changes, and the continued profitability of the issuer have a significant adverse impact, ③ issuer to use trademarks, patents, proprietary technology, franchise and other important assets or the acquisition or use of technology there are significant risks of adverse changes, ④ the issuer's operating income last year net of related parties or significant uncertainty or significant customers rely on, ⑤ the recent release 1-year net profit mainly from outside the scope of consolidated financial statements of investment income, ⑥ Other issuers may continue to materially and adversely affect the profitability of the case (4) the issuer of the tax law, the issuer's operating results for the tax incentives do not serious dependence there is no significant debt issuer risk, there is no impact on continuing operations security, significant litigation and arbitration matters or (5) the issuer of the shares clear, by the controlling shareholder and controlling shareholder, actual controller control The issuer of the shares held by shareholders there are no significant ownership dispute (6) the issuer asset integrity, operations and personnel, finance, organizations, and controlling shareholder, actual controller and the control of other companies do not exist between the intra-industry competition, and adversely affected the independence or obviously unfair associated transactions (7) the issuer's directors, supervisors and senior management ^, members should be faithful, diligent, with laws, administrative regulations and rules of eligibility, and not the following circumstances exist : The China Securities Regulatory Commission to take measures for the stock market is still banned fire ban period, the last three years by the China Securities Regulatory Commission administrative penalty, or by the stock exchange last year publicly condemned on suspicion of criminal investigation or suspected of being the judiciary illegal by the Chinese Securities Regulatory Commission investigation, concluding comments yet clear (8) the issuer has a strict financial management system, there is no money to be the controlling shareholder. Actual controller and the control of other companies to borrow, debt compensation, advance payment or otherwise take the case. (9) the issuer's articles of association has a clear external security of the examination and approval authority and the review process, the controlling shareholder does not exist , the actual controller and its control of other enterprises in the case of security breaches (10) the issuer and its controlling shareholder, actual controller within the last three years there is no damage to investors' legitimate rights and interests and social public interests of the major violations, the issuer and its controlling shareholder, actual controller does not exist within the last three years without legal authority, without open or disguised public offering of securities, or the offense occurred three years ago though, but still in the case of continuous state (11) the issuer to raise funds should be used for the main business, and have a clear purpose. The issuer shall establish a special storage system to raise funds, raise funds should be deposited in special accounts board decided.
Second, the company's initial public offering two types of statutory conditions in different points (1) companies listed on GEM IPO, requires the last two consecutive profitable years, the last 2 years the cumulative net profit of not less than 10 million yuan , and growing; or profit last year, and net profit of not less than 500 million revenue last year of not less than 50 million yuan, sales revenue growth last 2 years not less than 30% in the motherboard and small and medium companies listed initial public offerings, requiring the last three fiscal years are positive and the cumulative net profit of more than 30 million yuan (2) GEM-listed companies in initial public offering of shares, end of the latest requirements net assets of not less than 20 million yuan, and there are no accumulated losses in the board and small board-listed company's initial public offering of shares, the total capital required before the release of not less than 30 million yuan, the latest at the end of intangible assets (net of land use rights, water rights and mining rights and other farming after) the ratio of total net assets of no more than 20%; the latest issue at the end there is no accumulated losses (3) companies listed on GEM IPO, require the issuer the total share capital of not less than 30,007 / per. motherboards and small plates listed in the Company's initial public offering of shares, the total capital required before the release of not less than RMB 30,007 / per (4) companies listed on GEM IPO stock, requires the issuer shall mainly engaged in a business, its production and business activities in line with laws, administrative regulations and articles of association, in line with national industrial policy and environmental policy in the board and small board-listed company's initial public offering of shares, requirements of the issuer's business should be independent of the controlling shareholder, actual controller and the control of other companies, and controlling shareholder, actual controller and the control of other enterprises shall have the same competition or obviously unfair related party transactions, does not require 'It should be mainly engaged in a business.' (5) companies listed on GEM IPO, require the issuer to the last two years the main business, directors and senior management are no major changes, no actual control changes in the board and small board listed company's initial public offering of shares, require the issuer to the last three years the main business, directors and senior managers no major changes, people do not change the actual control.
Second, additional shares of listed companies
Additional shares of listed companies, there are two basic conditions: non-public offering public offering and which, including the original public offering shareholders to subscribe for shares - allotment to the public does not raise a specific object - additional
First, the general conditions (1) profit last three consecutive fiscal years, there is likely to seriously affect the company's continuing operations security, litigation, arbitration or other significant matters, the last 24 months has publicly issued securities, there is no issue of the year Operating profit decreased by 50% over the previous year over the case. (2) financial condition, the last three years, the distribution of cash accumulated profits of not less than the last three years of the average 30% of profits available for distribution (3) existence of a listed company, one of the following circumstances shall not be public offering of shares : The application documents issued false and misleading statements or material omissions, unauthorized alterations to the previous public offering of securities to raise funds for the correction without the use of a listed company within the last 12 months had been publicly condemned the stock exchange, listing company and its controlling shareholder or actual controller of the memory in the last 12 months did not fulfill public commitments made to investors acts listed company or its current directors and senior managers on suspicion of criminal judicial investigation or suspected of being illegal is China Securities Regulatory Commission investigation, serious damage to investors' legitimate rights and interests and public interests in other cases.
Second, the company's rights issue, in addition to meeting the general conditions, shall meet the following conditions: (1) be the number of Placing Shares The Placing Shares does not exceed this 30% of the total share capital of the former, (2) the controlling shareholder in the shareholders meeting shall be a public commitment identified with the number of shares, (3) The provisions of the Securities Act issued consignment method.
The third is not specific to the target company's public offering of shares, in addition to meeting the general conditions, shall also comply with: (1) last three fiscal year, the weighted average rate of return on average net assets of not less than 6%, (2) In addition to financial enterprises , there is no end of the latest transactions hold a larger amount of financial assets and available for sale financial assets, loans to other funds, investment trust management and other financial situations, (3) the issue price shall not be less than the prospectus announcement 20 days before the stock price or the previous trading day average price. Four non-public offering of conditions: (1) non-public offering of shares of a particular object is not more than 10.
Release the object of the following circumstances, the issue of shares since the end of 36 months from the date of transfer shall not: listed companies controlling shareholder, actual controller or its controlled affiliates person; issued through subscription of shares of this listed company to obtain the actual control of the investors, the Board intends to introduce the domestic and foreign strategic investors. In addition to the above case, the object of shares issued Since the issue closing date may not be transferred within 12 months (2) non-public offering of shares of listed companies, the issue price of not less than 20 trading days before the pricing benchmark stock price of 90%. Links to free download http://eng.hi138.com
Third, the stock market and trading
First, the stock trading restrictions (1) restrictions on the Company Law: Company's shares held by promoters, since the establishment of the company shall within one year from the date of transfer, directors, supervisors and senior managers in each year to transfer their support during his tenure Some of the total number of shares of the Company shall not exceed the prescribed percentage, etc. (2) of the Securities Act restrictions on: Stock Exchange, securities companies and securities registration and clearing institution employees, the securities regulatory agency staff as well as laws and administrative regulations prohibit participation in stock of other personnel within the statutory period or term of office shall not directly or with a pseudonym, by the name of another holding, trading stocks, but also other people may not accept gifts of stock, any person who in a preceding paragraph, its already holdings, must be transferred according to law; audit report issued for stock issuance, asset appraisal reports or legal opinions and other documents of securities services and personnel, in the equity underwriting period and within 6 months after the expiration, not the sale of the stocks, in addition to the foregoing, for listed companies issued audit reports, asset appraisal reports or legal opinions and other documents of the securities service institutions and personnel, commissioned by a listed company since the date of acceptance until the above documents within five days after the publication, may not be sold The stock, listed companies, directors, supervisors, senior management, shareholdings in listed companies more than 5% of the shareholders, will be held by the company's stock buy sell within six months, or after the sale 6 months and buy, which the proceeds go to the company, the board shall recover the proceeds, but due to underwriting securities company purchased the remaining shares held sales more than 5% shares, sell the stock without 6-month time limit, through the stock exchange trading, investors hold, or by agreement, other arrangements with others holding a listed company's issued shares up 5%, should be in the fact that the date of the occurrence of 3 days, the State Council's securities regulatory authority, stock exchange to make a written report, notify the listed company, and I notice in the above period, it may not be trading in the shares of listed companies, investors, or by agreement holds, other arrangements held jointly with others, a listed company's issued shares up 5%, the listed company held by the proportion of shares issued for every 5% increase or decrease shall be reported in accordance with the above provisions and announcements in the reporting period and report , two days after the announcement, it may not be trading in the shares of listed companies.
Second, stock market conditions is mainly controlled: total share capital of not less than RMB 30 million public offering of shares to the total number of shares over 25% of total share capital of more than 400 million yuan, the public offering of shares in the ratio of 10 % or more;'s no major violations last 3 years, no false financial and accounting reports.
Fourth, corporate bond issuance and trading
First, the conditions for the issuance of bonds, especially careful to take the following requirements: (1) The Corporation's net assets of not less than RMB 30 million yuan, limited liability company's net assets of not less than 60 million yuan, (2) of this total corporate bonds issued after the end of the latest balance does not exceed 40% of net assets, financial balance of the company's total corporate bonds of financial companies by the relevant provisions of the calculation; (3) the last three fiscal years to achieve average annual distributable profits are not Less than one year corporate bond interest. Second, the convertible bonds.
Public offering of convertible company bonds, in addition shall meet the conditions for issuing shares and bonds issued ordinary conditions, but also requires the last three fiscal year weighted average rate of return on average net assets of not less than 6 % Issuance of convertible bonds, in addition to meeting the provisions of public issuance of stock, but also shall comply with: (1) The company's latest audited net assets of the end of no less than RMB 1.5 billion, (2) last 3 months fiscal year to achieve the average annual distributable profits of not less than corporate bonds - in the interest, (3) the last three fiscal year cash flow from operating activities Net average of not less than one year's interest on corporate bonds, but the last three fiscal year, the weighted average rate of return on average net assets of not less than 6% of the company, except (4) The total corporate bonds issued after the end of the latest balance does not exceed 40% of net assets, is expected to exercise all stock options attached after the total funds raised to be issued does not exceed the amount of corporate bonds. Since the issuance of convertible bonds from the date of the end of 6 months before conversion to stock, the conversion price shall not be less than 20 days before the announcement prospectus of the company stock price and the previous day's average price.
Third, corporate bond trading company apply for listing of corporate bonds, shall meet the following conditions: corporate bonds for a period of one year or more, not less than the amount of bonds actually issued 50 million yuan, the company apply for listing of bonds still meet the statutory corporate bond issuance conditions.
Fifth, the acquisition of listed companies First, the purpose of acquisition.
The purpose of the acquisition of listed companies on the target company's control. One of the following circumstances, that has received or has control of listed companies: (1) investors for listed companies to hold more than N50% controlling shareholder, (2) investors can actually control voting shares of listed companies, more than 30%, (3) investors dominated by the actual vote shares of a listed company's board of directors can decide more than half elected members, (4) investors according to the actual control of listed companies shareholders voting shares sufficient to have a significant impact on the General Assembly resolution, (5) Other circumstances recognized by China Securities Regulatory Commission.
Second, the acquisition of listed companies were such as no evidence to the contrary, investors, one of the following circumstances, acting in person: (1) has equity investors control the relationship, (2) investors controlled by the same subject, (3 ) investors, directors, supervisors or senior management of the main members, while another investor as a director, supervisor or senior management, (4) investor shares to another investor, the company's shares can be a major decision-making significant effects: (5) other legal entities other than banks, other organizations and individuals to obtain the relevant shares to investors to provide financing arrangements, (6) a partnership between investors, cooperation, joint venture and other economic interests, (7) holds investors more than 30% shares of natural persons, companies and investors holding the same shares; (8) The directors of the investors, supervisors and senior managers, and investors holding the same shares of listed companies, (9) holds investors more than 30% shares of the natural and the investor serving directors, supervisors and senior management ^, members, their parents, spouses, children and spouse, spouse's parents, siblings and their spouses, brothers and sisters and their spouses spouses and other relatives, and investors holding the same shares of listed companies, (10) working in a listed company directors, supervisors and senior management personnel and their relatives as described in the preceding paragraph also holds shares of the Company, or its own or its former relatives referred to directly or indirectly controlled companies at the same time shares of the Company, (11) listed company directors, supervisors, senior management and employees and their control or legal persons or other organizations entrusted shares of the Company, (12) association with other investors. The same action may be grouped into five categories: each has control, joint control or equity relationship is between the main body, such as the above (1) (2) (4), the company responsible part-time companies, such as the (3 ), there are financing, partnership, joint venture and other economic interests between the main body, such as the above (5) (6), the acquisition of a natural person who has worked in the company, shareholders, or other close relatives working relationship and agree on common hold who shares the above (7) (8) (9) (10) (11); other.
Third, the acquisition of listed companies, disclosure of interests in (1) the acquisition of 5% of shares held, it should be in the fact that within three days from the date of occurrence, the State Council's securities regulatory authority, stock exchange to make a written report, notify the listed company and to the announcement; in the above period, it may not be trading in the shares of listed companies, investors holding a listed company's issued shares up 5%, its holdings in the listed company's issued shares increase or decrease the proportion of each 5%, should be reported in accordance with the above provisions and announcements made during the reporting period and reported within two days after the announcement, it may not be trading in the shares of listed companies (2) shareholders who acquired 30% stake, to increase hold shares, according to the law should be sent to all shareholders of listed companies, the acquisition of all or part of the shares of listed companies offer. Fourth, a listed company acquisitions (1) tender offer.
's Acquisition offer agreed period of not less than 30 days and not more than 60 days in the offer to determine the commitment period, the purchaser may not revoke its offer. Acquirer accordance with the provisions of the tender offer, an offer the same types of stock prices, not lower than the tender offer notice should within six months before the stock purchaser to obtain the highest price paid for the acquisition of people can use cash, securities, cash and securities and other legal ways of combining the acquisition of listed companies to pay the price. acquirer hired financial adviser should explain the acquisition of the ability of people with the tender offer (2) an agreement to acquire the acquisition agreement is reached, the purchaser must be within 3 days of the acquisition agreement to the securities regulatory authorities and stock exchanges to make a written report, and I notice in the purchase agreement prior to the announcement may not perform. Links to free download http://eng.hi138.com