, capital export
q：Ask what procedures need to be fulfilled to repay overseas loans with onshore RMB, which is a loan from an overseas entity, and then repay the loan in onshore RMB or overseas Hong Kong dollars
a：First of all, please clarify whether the borrowing entity that bears the obligation to repay the overseas loan is a domestic entity or an overseas entity, and if it is a domestic entity, whether it has fulfilled the approval procedures for foreign debt when borrowing debts, otherwise it is theoretically impossible to purchase foreign exchange to repay debts. In addition, as Mr. Bing said, even if it is a qualified foreign debt, please imagine how difficult it is to operate in ......the current environment.
Cumulative voting system.
q：If the almighty group, a company proposed to be listed on the Beijing Stock Exchange, does the election of two or more directors not apply to the cumulative voting system if the articles of association of the company do not stipulate that the cumulative voting system must be applied?
a：You don't have to.
IPO visit rules.
q：Ladies and gentlemen, what are the regulations issued by the regulators specifically regarding IPO visits?
a：Due Diligence Guidelines.
Bonus distribution is calculated together for different operations.
q：Excuse me, the company's bonus is issued across the year, but in fact, can the bonus of one year be combined and disclosed?How should it be accrued?
a：Accrual and distribution are two different things, and a one-time accrual is included in the current profit and loss, which can be issued in installments.
, Beijing Stock Exchange declaration
q：I would like to ask you a question, when the Beijing Stock Exchange project is declared, does the controlling shareholder's financial data for the latest year have to be audited, and the prospectus standards are not mandatory?
a：If you want to audit, I asked the Beijing Stock Exchange in August, and I don't need to be qualified.
Part-time lawyer is an independent director.
q：Excuse me, the part-time lawyer in the law firm that provides daily legal consulting services to the company can be an independent director of a company to be listed, right?
a：No, you can only choose one or the other.
Cooperative housing construction.
q：Consultation question: The company cooperates with other companies (Company A) to build houses, and due to policy reasons, the property rights of the houses are handled in the name of Company A, but the actual right to use the houses is given to our company through long-term leases. Now the house has to pay property tax and land use tax, we have to bear the tax according to the beneficiary area, and we have to transfer the money to company A. However, we do not have the corresponding documents to record this part of the money, because we pay taxes in the name of company A, and the tax vouchers are issued to company A
a：There is no way to enter the account, and if it can't be done, you will open more lease fees.
The issuer is below the appraised value.
q：Does the issuer need to recognize non-operating income for the purpose of accounting if the equity of the target company is transferred below the appraised value?
a：Appraisal value does not mean fair value.
Proof of non-compliance with non-compliance.
q：Consult the teachers, Jiangsu and Henan have two subsidiaries of the non-default compliance certificate, go to the first hit, Guangdong is currently in the credit Dongguan and credit Guangdong two platforms** is very complete.
a：If there is no platform, the local authorities will run from one to the other.
Cases of penalties.
q：The case of the brokerage being punished in the listing review dynamics, which issuer can find it, thank you.
a：I couldn't find it, I inquired about it myself.
and individual income tax on the transfer of subsidiaries
q：Q: Does the individual income tax of the subsidiary of the entity to be listed need to be ascertained and treated in compliance with the same as that of the parent company?
a：The focus is also on the individual income tax issues of the actual controller and the directors, supervisors and senior executives.
IPO restrictions in the SaaS software industry.
q：Ask the experts, are there any restrictions on A-share IPOs in a software industry like SaaS?
a：There is no limit, but the performance is not good now.
For-profit hospitals.
q：Hello teacher, for-profit hospitals have been operating for less than a few years and cannot be loaded into listed companiesWhat is the source of this provision?
a：There is no time limit for operation, it is more than 12 months to obtain control, and the document is the "Administrative Measures for the Acquisition of Listed Companies".
Hire an industry consultant.
q：Let me ask you, now the IPO has let go of hiring industry consultants to publish industry reports, which are all first-hand research data, so ** high, I think this is how Jardine Jiaye operates, and the opinion is: paid, but it has been publicly disclosed, so it is not customized.
a：Provided that it is publicly available.
, directional dividends
q：Please consult the general manager and the big guys, before the share reform, the natural person shareholder set up a new legal person, and then entered the target company as a corporate shareholder, and then all shareholders unanimously agreed to change the articles of association, and then to the corporate shareholders directional dividends, this is not a violation of the company law, individual income tax law, the purpose of tax avoidance, to avoid 20% of the individual tax, is it currently operable?
a：In the first half of this year, he did business to a customer in northern Jiangsu, involving directional dividends, and at that time, the customer found the municipal tax and provincial taxation through private relations, and the reply was that there was no obvious tax burden transfer between shareholders, and directional dividends were OK. For example, if they are all natural persons or legal persons, or if they are mixed, the proportion of natural persons and legal persons within them can be adjusted, for example, the proportion of natural persons and legal persons is respectively %, and the orientation is also 40% internal adjustment and 60% internal adjustment. If there is a difference in the ratio, there should be a reasonable commercial reason and timely communication with the tax authorities. Personal project experience, different projects in different regions, for reference only.
General Meeting of Shareholders.
q：If the number of shareholders does not exceed 200, is it not necessary to open the online voting authority of the shareholders' meeting?
a：Yes, companies on the third board generally do not need to provide online voting. However, to consider the proposal of public offering** and listing on the Beijing Stock Exchange, it is necessary to provide online voting.
Limited Partnership.
q：If it is a limited partnership, is it regarded as a natural person or a legal person?
a：Partnerships are penetrating to individuals.
Divestiture without compensation.
q：May I ask the bigwigs, whether the inventory, creditor's rights and debts are spun off to other subsidiaries under the same control for free, is it tax-related?
a：The income tax is transferred with No. 109 assets, and the value-added tax is not taxed with No. 13 announcement (disputed).
Listed on the Beijing Stock Exchange for strategic placement.
q：Almighty group, please advise, the senior management and core employees of the proposed Beijing Stock Exchange company to set up a special asset management plan to participate in the strategic placement of the Beijing Stock Exchange, how to determine?Can it be lower than the issuance **
a：Only the issue price.
, Beijing Stock ExchangeTicket.
q：Teacher He: This ticket was issued at the time of counseling and acceptance, right?
a：It is expected that there will be a second acceptance (one on-site inspection + one acceptance). If there is no problem with the second acceptance, you can send a letter to declare, if the second acceptance is not good, it is estimated that it will be suspended at the end of the month.
Employing foreign employees.
q：Almighty group, please ask, what are the key points of IPO verification for Chinese companies to hire foreign employees to work abroad?
a：Employment Permit.
Staked**.
q：Can the pledge of the major shareholder be carried out?
a：No, if you can, it's not called "staking".
Judgment debtor.
q：Teachers, I have a question, at present, the company has a corporate shareholder, which is the status of the person subject to execution. A new round of financing will be carried out in the future, how to deal with it so that it will not affect the subsequent listing?Is it impossible to solve the problem by signing an equity transfer agreement before the corporate shareholder becomes the person subject to enforcement?
a：Your financing does not matter, the executor is just a point in time to change, and it can be gone at any time.