(1) Establishment and legal compliance of laws and regulations
1. The company's previous capital increase, capital reduction and other changes in share capital and internal resolutions, external approval procedures, and whether the company's previous capital increase, capital reduction, etc. are required to perform the necessary procedures, legal compliance, disputes and potential disputes.
2. The company's previous contributions, non-monetary assets assessment and ownership transfer (if any), capital verification, and the authenticity and adequacy of the company's shareholders. Whether the capital contribution performance procedures, the form of capital contribution and the corresponding proportions meet the requirements of effective laws and regulations at that time. Does the company have any funding?
3. Whether the company's previous equity transfer has performed the necessary procedures, legal compliance, disputes and potential disputes. The company's previous stock offerings (if any) and comments on the legal compliance of the company's stock offerings.
(II) Qualification of the subject of the shareholder, actual controller, controlling shareholder
1. Whether the company's shareholders have or have existed laws and regulations, the employer's regulations are not allowed to act as shareholders, or the subject qualifications such as the qualifications of shareholders that do not meet the requirements of laws and regulations.
2. Whether the company's controlling shareholder and actual controller have serious violations of laws and regulations in the past 24 months.
(3) Equity
1. Whether the company has or has been in the case of equity holding, if it exists, please check the formation, change and cancellation of the equity holding and the confirmation of all the holders and the holders, and form and release the holdings. The true validity, the presence or absence of disputes or potential disputes.
2. Does the company have problems affecting the clarity of the company's equity and the resolution of related issues, and whether the company's existing equity has disputes over ownership disputes.
(4) Dong Jiangao and core employees
1. Whether the current directors, supervisors, and senior management personnel have any qualifications that do not meet the qualifications stipulated by laws and regulations or violate the provisions of laws and regulations, and the qualifications of the part-time units. If so, please check the details and resolve the situation. And the impact on the company;
2. Whether the current directors, supervisors and senior management personnel have been subjected to administrative punishment by the China Securities Regulatory Commission or prohibited measures in the securities market in the past 24 months;
3. Whether the company's directors and supervisors, core employees (core technicians) have violated the legal provisions of the non-competition or the agreement with the original unit, are there any disputes or potential disputes concerning the above-mentioned non-competition, if any, please check the specifics. Solving measures and impact on the company's operations;
4. Whether the company's directors and supervisors, core employees (core technicians) have infringement disputes or potential disputes with the original employer's intellectual property rights and trade secrets. If there is any, please check the disputes, settlement measures, and the impact on the company's operations.
(5) Legally regulated operation
1. Whether the company has all the qualifications, licenses, certifications and franchise rights required to conduct business; whether the company has the relevant qualifications will expire and cannot be renewed.
2. Are there any flaws in environmental protection, safe production, and quality standards; are there any other illegal acts?
3. If the company or its shareholders belong to the private equity investment fund manager or private equity investment fund, whether the private equity fund has been filed for filing.
(6) Company business
1. The technological processes used by the company and its role in the company's products or services, the innovation, comparative advantage and alternatives of the company's technology or process.
2. The basic situation of R&D, including but not limited to the department setting of R&D institutions, the number and composition of R&D personnel, the status of core technology (business) personnel, the specific situation of R&D expenditure and its proportion of operating income, R&D projects and achievements.
3. Business contracts and performances that have a significant impact on the company's ongoing operations.
(7) Financial and business matching
1. Whether the income confirmation is in line with the actual operation of the company, whether there are special treatment methods and their rationality (net confirmation, percentage of completion, etc.); whether there are inflated income and hidden income.
2. Whether the company's cost collection, distribution, and carry-over are accurate, whether there is a situation in which performance is adjusted through cost; whether the company's cost structure is abnormal compared with comparable companies.
3. Whether the gross profit level and fluctuations are reasonable; whether the division of each component of the company's operating costs and period expenses is compliant, and whether the ratio of income and cost during the reporting period is reasonable.
4. In combination with prepayments, other receivables, payables, other payables and other assets and liabilities, check whether the company has cross-term confirmation fees; whether the company is verified in combination with fixed assets, construction in progress, long-term deferred expenses, etc. There are situations in which the period expenses are capitalized.
5. Whether the company's accounts receivable balance level and the proportion of current income are reasonable; whether there is long-term unrecovered amount; if there is a large amount of reduction during the reporting period or after the period, please disclose the reasons for the reduction; The company and the company's own characteristics analyze the cautiousness of the bad debt provision policy; explain the post-term collection status. Is there a situation where revenue is recognized in advance?
6. The inventory depreciation reserve plan refers to the specific basis for the reversal, the measurement process, and further checks whether the company's inventory depreciation reserve is cautious and reasonable; whether the company's inventory items are generated, valued, distributed and carried forward, whether it is consistent with the actual production flow, Whether the allocation and carry-over method is reasonable, the calculation is accurate, and whether there is a situation in which the profit is adjusted through the inventory account.
7. Analyze and disclose the reasonableness of fluctuations in cash flow from operating activities, the matching of net cash flow from operating activities with net profit; and explain the contents, amount, and actual business of all large cash flow changes during each reporting period. If there is a match, it is checked with the accounting of the relevant subject.
(8) Financial norms, financial indicators and accounting policies, estimates
1. The internal control system related to the five major cycles of the company's sales and collection cycle, purchase and payment cycle, production cycle, financing and investment cycle, and monetary capital cycle, combined with the separation of duties, authorization and approval, internal voucher records, etc. Whether it is effectively implemented; whether the company's accounting basis meets the requirements of the current accounting basic work norms.
2. The financial indicators of the company and the reasonableness of its fluctuations. If there is an abnormality, please check the authenticity and accuracy of the abnormal accounting data.
3. The company chooses the appropriateness of accounting policies and accounting estimates, whether accounting policies and accounting estimates are significantly different from those of the same industry, the consistency of accounting policies during the reporting period, and whether it uses accounting policies and accounting estimates to change profits, such as Change the way of revenue recognition, adjust the proportion of bad debts, and adjust the method of inventory pricing.
(9) Sustainability of operations
The company should combine operational records (multiple dimensions can be defined, such as: cash flow, operating income, trading customers, R&D expenses, contract signing, industry-specific measurement indicators, etc.), and fundraising capabilities (such as listing and issuance). Indicators, as well as industry trends, market competition, core strengths of the company (eg technology leadership), business model innovation, risk management, major customer and supplier conditions, post-term contract signing and profitability, etc. Foreseeable future sustainability capabilities.
(10) Related parties and related party transactions
1. The company's related parties should be accurate and the disclosure should be comprehensive. There should be no circumstances in which the related parties are not related to the disclosure of related party transactions.
2. The internal decision-making procedures for related party transactions during the reporting period shall be standardized and the trading conditions shall be standardized.
3. In the report period, whether the company has any situation in which the controlling shareholder, the actual controller and its related parties occupy the company's resources (funds), whether it has been repaid.
4. Whether the company and the controlling shareholder, the actual controller and other enterprises controlled by it are engaged in the same or similar business, whether there is horizontal competition, and whether it has been standardized.
5. Whether the company's finance, organization, personnel, business and assets are separated from the controlling shareholder and the actual controller and other enterprises controlled by it; whether the company has dependence on related parties, and whether it affects the company's ability to continue operations.
(11) Taxation
1. In the report period, the company's and its subsidiaries' turnover tax and income tax rate, collection method, and tax incentives are legal and compliant; whether the company's performance depends on tax incentives.
2, the company's tax payment situation, whether there are small taxes, insufficient tax payment, deferred tax payment and other irregular behavior; whether the company has tax evasion, tax evasion and other major violations.
(12) Assets
1. Whether the assets of the company are clear and the documents are complete, whether there are rights, disputes over ownership or other unclear ownership. If so, please check the standardization of the corresponding matters.
2. Whether there is a situation in which the property rights of the assets are shared and whether there is a situation of significant dependence on other parties, whether it affects the independence of the company's assets and business.
3. Whether there is litigation or arbitration for intellectual property disputes.
Key points for enterprises to go public on the New Third Boa
2016-01-20 17:17