Author丨Cui Wenjing.
Editor丨Zhu Yimin.
On the evening of December 22, the China Securities Regulatory Commission revised and issued the "Rules for the Preparation of Information Disclosure of Companies Offering to the Public No. 15 - General Provisions on Financial Reporting" (hereinafter referred to as the "Provisions") and the Explanatory Announcement No. 1 on Information Disclosure of Companies Offering ** to the Public - Extraordinary Gains and Losses (hereinafter referred to as the "No. 1 Explanatory Announcement"). This means that the disclosure of financial reports of IPO companies and listed companies has ushered in new norms.
Compared with the previous version, the content required to be disclosed by enterprises under the new version of the regulations has increased and decreased. On the one hand, the disclosure of the company's basic information and other information has been simplifiedOn the other hand, the disclosure requirements for material content are more detailed, for example, the disclosure requirements for the cash flow statement are optimized, and the company is required to disclose major activities that do not involve current cash receipts and expenditures but affect the financial position.
At the same time, special attention has been paid to R&D expenditure, and a special section has been added to the "Provisions" to clarify the information disclosure requirements for R&D expenditure notes, and guide all parties in the market to properly evaluate the company's scientific and technological innovation capabilities.
Cut through the complex and keep it simple
The comprehensive registration system calls for clearer and more unambiguous information disclosure. Eliminating repetitive and unnecessary disclosures has become the expectation of some investment bankers and listed companies. The newly issued Provisions simplify the disclosure of such information.
One of the revisions to the Provisions is to reduce redundant information disclosure, simplify the disclosure requirements of the company's basic information, and no longer require repeated disclosure of information that has been clearly disclosed in other rules, so as to improve the readability of financial reports.
Compressing the space for templated disclosure is also one of the important contents of the adjustment of the Provisions. The New Regulations prohibit the copying of the Accounting Standards for Business Enterprises and require companies to fully disclose the relevant recognition principles, measurement methods and bases based on their own circumstances, such as revenue, bad debt provision for receivables, and provision for inventory decline.
The interviewed accountant told reporters that in the actual information disclosure, sometimes enterprises in order to save trouble and compare the "Accounting Standards for Business Enterprises" to copy the disclosure, so the letter is a mere formality, and the disclosure content seems to be detailed, which is actually a waste of the time of the letter reader. Only by simplifying the process of information disclosure and increasing targeted information disclosure can information disclosure play a practical role.
It is worth noting that the No. 1 Explanatory Announcement makes uniform provisions on issues that diverge in actual implementation, for example, it stipulates that the one-time impact on the current profit or loss caused by the cessation of business activities or the adjustment of laws and regulations such as taxation and accounting shall be included in the non-recurring profit and loss, so as to reduce disputes over practical implementation. At the same time, three new principles for judging non-recurring gains and losses have been added, clarifying that non-recurring gains and losses should be determined based on the economic nature of transactions and events, taking into account the characteristics of the industry and business model, and following the principle of materiality, so as to provide guidance for companies to properly disclose non-recurring profit and loss information.
Refine the disclosure requirements
While deleting the complicated and simplifying, the "Provisions" refines some of the information disclosure requirements.
Among them, the most typical representative is the notes to important report items. Specifically, the requirements are refined from four aspects.
First of all, the information disclosure requirements related to receivables, inventories, investment real estate and long-term equity investment are strengthened, and companies are required to disclose the impairment of important assets, the key parameters used in the impairment process and the basis for determination.
Judging from the recent financial fraud cases disclosed by the China Securities Regulatory Commission, undercounting the amount of asset impairment, overcounting accounts receivable, and fictitious investments are relatively common means of fraud. In the view of the interviewees, the requirement for more detailed disclosure of such issues can be described as a prescription for the "hardest hit areas" of information disclosure violations, and will help alleviate the chaos of financial fraud.
Secondly, the disclosure requirements of the cash flow statement are optimized, requiring companies to disclose major activities that do not involve cash receipts and expenditures in the current period but affect their financial position.
Theoretically, investors have the right to be aware of activities that have a significant impact on their financial position, and listed companies should disclose them in a timely manner. However, in practice, many companies refuse to disclose on the grounds that they do not involve current cash receipts and expenditures, which affects investors to adjust their investment strategies in a timely manner. The new regulations make it clear that regardless of whether it involves current cash receipts and expenditures, it must be disclosed, which will force listed companies to disclose information in a timely manner and safeguard investors' right to know. The interviewee said.
In addition, the "Provisions" require companies to fully disclose information on revenue decomposition, as well as important information such as identified performance obligations and transaction allocation.
In addition, improve the information disclosure requirements related to subsidies, share-based payments and hedging businesses to fully reflect the company's operating conditions.
It is worth noting that special attention is paid to R&D spending. A special section has been added to the "Provisions" to clarify the information disclosure requirements for R&D expenditures. The company is required to fully disclose important information such as the scope of R&D expenditure, the increase or decrease of the amount, the criteria and basis for judging capitalization and expense, and the impairment test, so as to guide all parties in the market to properly evaluate the company's scientific and technological innovation capabilities.
Technological innovation has always been the focus of policy support, according to the interviewed, with the Shanghai and Shenzhen stock exchanges IPO rhythm tightened in stages, the scientific and technological content of enterprises has become particularly important for the successful listing of enterprises. At present, the Beijing Stock Exchange, which is relatively difficult to list, also pays great attention to the scientific and technological content of enterprises.
For enterprises with operating income and net profit that rub the benchmark of listing, if the technology content is high, the listing process can be promoted normallyIf the technology content is low and the attribute of "specialization, refinement and innovation" is weak, it will be more difficult to go public. Therefore, in order to be able to succeed in the IPO, some companies will inevitably exaggerate the technology component. The "Regulations" require detailed disclosure of R&D expenditures, which will expose some companies that exaggerate the technology component. The interviewed insurance agent analyzed.
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Editor: Jiang Peipei, intern: Zhao Fengling.
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