1. Lock-up period for surprise shareholding.
q：Excuse me, teachers, is there a lock-up period for surprise shares similar to the GEM on the Beijing Stock Exchange?
a：No.
2. Business income.
q：Help: After the limited partnership transfers equity, is it also divided and then taxed, that is, each partner is taxed separately?Is this taxed on the basis of equity transfer or business income tax?We are not an investment**. However, because the transferred enterprise has a loss, that is, it intends to transfer at parity (higher than the net assets), so according to the operating income, each natural person is transferred at the parity price, and there is also 0 tax according to the current income, will there be risks at the tax level?
a：Prepare the information and communicate with the Inland Revenue Department to strive for parity.
3. Entrust the processing business to do the purchase and sale processing.
q：Ask a question. The enterprise will entrust the processing business to do the purchase and sale processing, and the tax is also treated according to the purchase and sale, is there any tax risk?For enterprises, purchase and sale management is more convenient and trouble-free than entrusted processing managementIf the accounting is restored to commissioned processing, the management is still the purchase and sale treatment, and there is no tax risk and does not affect the statements, it doesn't matter.
a：Accounting for net amounts, which is now the case, can reduce losses and increase efficiency.
4. Simplified refinancing.
q：The simplified procedure for refinancing, nearly three years ago raised a surplus of funds to supplement the amount of liquidity, if there is a 30% replenishment arrangement for the raised funds, is it feasible, after all, the simplified procedure has no inquiry link?
a：It's basically not a big deal, and the previous deduction is basically unnecessary for this issuance.
5. Equity change after the death of a shareholder.
q：Excuse me, have you dealt with the change of equity after the death of a natural person shareholder?Does it need to be changed to the name of the heir before being transferred to a third party?Or can it be transferred directly to a third party?
a：Inheritance is statutory, and this change is made first and then transferred.
6. Requirements for application materials of the Beijing Stock Exchange.
q：Ask the big guy, is there a requirement for the Beijing Stock Exchange to obtain the approval documents of state-owned shares before declaring?
a：Not at this time. Shanghai and Shenzhen are also discussing each matter in the acceptance process.
7. The benchmark date of the Beijing Stock Exchange.
q：Excuse me, the company that has just been listed on the Beijing Stock Exchange reports to the Beijing Stock Exchange, and requires the benchmark date of the Beijing Stock Exchange to be after the listing date, or is it enough to say that the official declaration date is after the listing date?
a：It's a two-year report, and the Beijing Stock Exchange is also a three-year report, and it's almost impossible for you to have this situation, and there is a 12-month requirement.
8. Certificate of compliance.
q：Consult the teachers, Jiangxi and Henan's compliance certificates are in **. Do you need to apply for it one by one? Guangdong enterprises are directly in the credit of Guangdong.
a：One by one, the ones that can be realized online now are Guangdong and Shanghai.
9. Implementation issues.
q：I would like to ask the big bulls in the group about the implementation of the issue, whether Company A can accelerate the subscription of capital contributions by all shareholders and then repay it to another creditor through the establishment of a new account if the premise of the plaintiff's application for pre-litigation preservation is that the basic account is frozen by the court, so that the Executive Board will not require the other creditor to return the property.
a：At the litigation stage, the court will freeze all accounts. Theoretically, the court can seize all accounts, but in practice, it will not be so powerful, and some small banks or special accounts may not be able to freeze, or borrow third-party accounts.
10. Continuous supervision.
q：Excuse me, if I feel that the enterprise is too risky after signing a project for continuous supervision, can I change the insurance agency?Or can it only be replaced by the original resignation?
a：It can be changed, it doesn't matter.
11. Who will participate in the training during the coaching.
q：Ask a question, if the actual controller is the Municipal State-owned Assets Supervision and Administration Commission, who will participate in the training during the counseling?Does the local securities regulatory bureau have different requirements, and how does the Zhejiang bureau generally require it?
a：If the shareholder holding more than 5% of the shares is the state-owned assets management department, the highest-ranking personnel appointed by the shareholder or other personnel who can represent the shareholder to the outside world shall participate in the test.
12. Fees for setting up a company in Hong Kong.
q：Please ask the big guys: generally find a third-party service agency to set up a company in Hong Kong or handle the capital increase of the existing Hong Kong company, and ask them to help operate a series of processes such as ODI and ** Commerce Bureau filing. How do they generally charge?
a：We previously helped the client to do a set of ODI procedures of 100,000 yuan (excluding Hong Kong** fees).
13. The issue of related party transactions was denied.
q：Mr. Bing, is there any IPO case that has been rejected due to related party transactions?
a：Ding magnesium new materials, Longchen technology, Huifu nano, Huifu is very classic.
14. Jointly controlled enterprises.
q：Question: Is the acquisition of a company controlled by A and B under the same control considered a merger of enterprises under the same control?
a：However, if the conditions are met, it can be combined under different controls, and the tax tax exemption can also be enjoyed for tax restructuring (deferred tax).
15. Equity lock-up.
q：The shares transferred from the actual controller and controlling shareholder in the six months prior to the declaration shall be locked for 36 months. If the shares are transferred from the employee stock ownership platform (the actual controller acts as the GP and controls), does it also need to be locked up for 36 months?
a：As long as the actual controller does GP, he will make this plan and comfort himself useless. You can explain that there is no lock, but in the end, the lock is not worse, just the current IPO rhythm, you can't cover a ** duration.
16. Capital verification report.
q：May I ask the gods, is there any requirement for the time of the capital verification report of the share reform?
a：No requirements. Generally not more than one year.
17. Financial advisory fees
q：To set up a special **, by the GP entrusted by the intermediary agency (GP shareholding ratio is very low), the intermediary costs, who should bear, LP agreed fixed investment amount, must be 100% invested in the target company, this is not unreasonable?After all, there will be ** management fees and daily start-up costs.
a：The risk of this model product filing is very high, and the channel is too obvious, if the target company is willing to pay the financial advisory fee, you can try it under the premise of full disclosure.
18. Audit report of the Beijing Stock Exchange.
q：Consult the teachers: If the financial data of the Beijing Stock Exchange project are not corrected in the previous 2 years, can you directly use the audit report issued before?
a：Be sure to re-audit.
19. Market-oriented capital increase.
q：I would like to ask the experts a question: the issuer has net assets of 3 yuan per share, and the latest market-oriented capital increase is 10 yuan per share. Within the shareholders of an effective partnership of the issuer, because some employees performed well, the boss transferred a part of the limited partnership shares to the employees, and the transfer** was between 3 yuan and 10 yuan per share, about 3-4 yuan (higher than or equal to net assets per share). Please ask the boss whether the capital gains are calculated according to the transfer **, or must be levied according to the 10 yuan verification, thank you.
a：The announcement of the State Administration of Taxation on the issuance of the "Measures for the Administration of Individual Income Tax on Income from Equity Transfer (Trial>)" (Announcement No. 67 of 2014 of the State Administration of Taxation) stipulates:
Article 12 In any of the following circumstances, it shall be deemed that the income from equity transfer is obviously low:
1) The declared income from equity transfer is lower than the share of net assets corresponding to equity. Among them, if the invested enterprise owns land use rights, houses, unsold real estate of real estate enterprises, intellectual property rights, prospecting rights, mining rights, equity and other assets, the declared equity transfer income is less than the fair value share of the net assets corresponding to the equity;
2) The declared income from equity transfer is lower than the initial investment cost or lower than the price paid for obtaining the equity and related taxes;
3) The declared income from equity transfer is lower than the income from equity transfer of the same shareholder or other shareholders of the same enterprise under the same or similar conditions;
4) The declared equity transfer income is lower than the equity transfer income of enterprises in the same or similar industries under the same or similar conditions;
5) Unreasonable transfer of equity or shares without compensation;
6) Other circumstances as determined by the in-charge taxation authorities.
Article 13 If the income from equity transfer is obviously low if one of the following conditions is met, it shall be deemed to have a legitimate reason:
1) Able to issue valid documents to prove that the production and operation of the invested enterprise have been significantly affected due to the adjustment of national policies, resulting in the transfer of equity at a low price;
2) Inherit or transfer equity to a spouse, parents, children, grandparents, grandchildren, brothers and sisters, as well as a guardian or supporter who bears the obligation of direct support or support to the transferor, who can provide proof of legally valid identity relationship;
3) Relevant laws, documents or articles of association of the enterprise, and there are relevant materials to fully prove that the transfer of the enterprise is reasonable and true The internal transfer of equity held by the employees of the enterprise cannot be transferred to the outside world;
4) Other reasonable circumstances in which both parties to the equity transfer can provide effective evidence to prove their reasonableness.
20. IPO of military enterprises
q：Does anyone know that now when doing the IPO of military enterprises, do intermediaries still need military salaries?
a：Recently, I have just consulted that I need to participate in confidentiality training, and the company will do project filing in accordance with the regulations of its jurisdiction. Specifically, please refer to the Measures for the Supervision and Administration of Security and Confidentiality of Military Secret-related Business Consulting Services. The specific department is docked with, and the military customers know and assist in the docking.
21. Special project**.
q：Shareholder A originally held 34% of the shares in the target companyHowever, because it initiated a special ** as a GP, holding 3% of the target company (GP accounts for 20% of the partnership, LP accounts for 80% of the partnership), then the shareholding ratio of shareholder A in the target company is:
Option 1: 34%+3%*20%.Option 2 34%+3%.a：The proportion of shareholding is calculated as one, and the proportion of voting rights is calculated as two.
22. The base date of declaration.
q：Can employee equity incentives be implemented through the transfer of shares of the partnership platform after the declaration base date, and will not involve changes in the issuer's share capital, and is there any case?
a：There are changes during the retrial, but they are all individual and there are special circumstances. I have never seen large-scale equity incentives.
23. Equity incentives of non-listed companies.
q：If the fair value of the equity incentive of a non-listed company is determined according to the appraised value of net assets, which is the valuation value of the asset method or the income method, the share payment of the asset method will be much less, is this okay?
a：For non-listed companies, the fair value of equity incentives can usually be determined based on the appraised value of net assets. When selecting the asset-based and income-based valuations, a lower share-based fair value may be derived if the net asset value is directly used as the criterion for the fair value of the share-based payment, as there is no asset premium in this case. This may lead to questioning by the tax authorities and the SFC.
However, according to the Interpretation of the Announcement of the State Administration of Taxation on Issues Concerning the Collection and Administration of Income Tax on Equity Incentives and Technology Shareholdings, the net assets method is the preferred method for non-listed companies in determining the fair market**, followed by the analogy method and other reasonable methods. If there is no recent investment value for external investment institutions, the issuer can choose to determine the fair value of share-based equity instruments based on the equity valuation report issued by a professional asset appraisal agency.
As long as the original shareholders reach a consensus and meet the requirements of the Company Law, the implementation of equity incentives by non-listed companies is legal. When choosing an assessment method, it should be ensured that it is reasonable and impartial to avoid possible disputes in the future.
If it's not in the reporting period, I don't think it matters, but if it's in the reporting period, I'd better ask your accountant.
24. Capital reserve.
q：Let me tell you, the extra part of the share reform will be included in the capital reserve. whether it is included in the capital reserve formed by the capital premium", or is it included in the "other capital reserve". In the past, many of them were placed in the capital premium, but now they are not recognized when paying taxes.
a：It is right not to admit it.
25. Equity incentives.
q：Ladies and gentlemen, I would like to ask you a question. **The share capital is 30 million, the capital reserve formed by the equity incentive is 20 million, and the retained earnings are 0;At the time of share reform, can it be converted into 50 million shares of a joint-stock company?
a：Yes, net worth can be this share.