The reporter learned that in recent years, some issuers reorganized the same, similar or related businesses under the control of the same company in the last three years (referred to as the reporting period). Therefore, many issuers ask whether this situation meets the above requirements of the Measures for Initial Public Offerings.
In this regard, Application Opinion No.3 first affirmed the positive significance of this reorganization, and clearly stipulated that if the issuer reorganizes the same, similar or related business under the same company controller during the reporting period and meets the following conditions, it is deemed that the main business has not undergone major changes: First, the reorganizing party was controlled by the same company controller as the issuer from the beginning of the reporting period, and the reorganizing party was newly established during the reporting period.
The establishment date and the issuer are controlled by the same company controller; Second, the reorganization into the issuer's business is related to the issuer's business before reorganization (the same, similar industries or the upstream and downstream of the same industrial chain). It also stipulates that the reorganization method follows the principle of marketization, including but not limited to the following ways: the issuer acquires the equity of the reorganized party; The issuer acquires the operating assets of the reorganizing party; The company controller increases the capital of the issuer with the equity or operating assets of the reorganized party; Or the issuer absorbs the merger and reorganization party.
If the issuer reorganizes the same, similar or related businesses under the control of the same company during the reporting period, the opinion requires the issuer to pay attention to the impact of reorganization on the issuer's total assets, operating income or total profit, and implement the following requirements according to the impact: 1. If the total assets at the end of the previous fiscal year or the total operating income or profit of the previous fiscal year reaches or exceeds 65,438+000% of the issuer's corresponding projects before reorganization, it is convenient for investors to understand. 2. If the total assets of the reorganizing party at the end of the last fiscal year or the total operating income or profit of the previous fiscal year reached or exceeded 50% of the issuer's corresponding projects before the reorganization, but did not exceed 65,438+000%, the sponsor institution and the issuer's lawyer should include the reorganizing party in the scope of due diligence according to the requirements of relevant laws and regulations for initial public offering and express relevant opinions. The issuance application documents shall also comply with the "Public Offering of Securities"
In accordance with the requirements of Chapter IV and Chapter VIII of the Annex to the Standards for Contents and Forms of Company Information Disclosure No.9-Application Documents for Initial Public Offering, submit the relevant documents of accountants to the reorganizers and other documents related to financial and accounting information. 3. If the total assets of the reorganized party at the end of the previous fiscal year or the total operating income or profit of the previous fiscal year reached or exceeded 20% of the corresponding items of the issuer before the reorganization, the financial statements submitted shall at least include the latest balance sheet after the reorganization.
According to this opinion, if there are related transactions between the reorganizer and the issuer before reorganization in the fiscal year before reorganization, the total assets, operating income or total profit shall be calculated according to the caliber after deducting these transactions. If there are many reorganizations in the fiscal year or a period before the issuer submits the initial application documents, the impact of reorganization on the issuer's total assets, operating income or total profit shall be calculated cumulatively.
The opinion also requires that if it is reorganized into a business combination under the same control in the Accounting Standards for Business Enterprises No.20-Business Combination, the net profit and loss of the reorganized party before the merger should be included in the non-recurring profit and loss and listed separately in the declared financial statements. Reorganization is a non-enterprise merger under the control of the same company, but the total assets of the reorganized party at the end of the previous fiscal year or the total operating income or profit of the previous fiscal year reached or exceeded 20% of the corresponding projects of the issuer before reorganization. When preparing the issuer's estimated profit statements for the last three years and the first period, the reorganized corporate framework should be assumed.
Constructed at the beginning of a report statement