Enterprise financing is a behavioral process of raising funds for project construction, operation and business development based on the assets, rights and interests and expected income of the enterprise. The development of an enterprise is a process of financing, development, refinancing and redevelopment. General enterprises have to go through product management stage, brand management stage and capital operation stage. With the continuous development of modern enterprises, it is more and more common for enterprises to cooperate with social professional institutions to solve their own problems. The emergence of accounting firms, law firms, financial public relations, financing consultants and other professional institutions provide professional services for all stages of enterprise development. With the continuous refinement of social division of labor, the development of enterprises has since embarked on the road of standardization.
Listing financing is a means, not an end. Putting the cart before the horse will eventually be swallowed up by the dream of listing. In the past ten years, there is a long list of companies that died on the way to listing. Their failure stories not only bring long sighs, but also endless lessons.
China stock market is experiencing a new round of plunge, but it is undeniable that in the past few years, China stock market has created a number of world firsts, especially IPOs. 20 10 China stock market achieved the first place in global financing, although this good result was achieved when China stock market fell second in the world and investors suffered huge losses. But for enterprises, this is indeed a desirable wealth feast.
If listing is the only goal, enterprises will eventually lose their rationality in the scrambling IPO. Although many enterprises have successfully raised funds and made a beautiful leap, some enterprises have stumbled on the road of listing. The precedent that Li Li Electronics' IPO application was withdrawn first; The failure of Jiuhuashan meeting in Anhui broke the legend that the second meeting of mainland enterprises did not fail; Shenzhen Hailianxun's overseas listing failed to turn to GEM, but it was suspected that the shareholding structure conversion was flawed.
The road to listing is not as easy as expected, and it is particularly important to learn the lessons of failure in the stage of preparing for listing. How to control the right to speak in capital games? How to reduce the listing error rate? Although the reasons for the failure of listing are different, according to the cases in the last two years, we can still sum up ten typical reasons for the failure of listing.
1, profit problem
Because profitability is often rejected for two reasons. First, performance is heavily dependent. For example, tax dependence and related party dependence, the problems of the former are common in scientific and technological innovation enterprises, and such high-tech enterprises often enjoy tax benefits such as value-added tax, income tax reduction and exemption in a certain period of time. Some companies with good performance, after the cancellation of preferential tax policies, tend to have mediocre performance or even decline.
By analyzing the prospectus of Nanjing Panneng Power, it is found that from 2006 to the first half of 2009, the amount of income tax and value-added tax relief enjoyed by the company accounted for 465,438+0.4%, 42.29%, 29.96% and 25.78% of the company's total profit in the same period, respectively, and if the net profit attributable to listed companies is taken as the base, the proportion will be higher.
Ande logistics has caused a discussion on the dependence of related parties. According to its prospectus, during the reporting period from 2006 to the first half of 2009, the operating income of Ande Logistics and its major shareholder Midea Group and its subsidiaries accounted for 8. 19% and 32.53% respectively.
29.56% and 27.47%, the gross profit generated by related party transactions accounted for 48. 18%, 42.28%, 34.5 1% and 30.82% of the total gross profit, respectively, and it was suspected that the net profit was heavily dependent on related parties.
Second, sustainable profitability is seriously affected by other factors. There are many factors in this regard, such as patent disputes, joint venture terms, changes in sales structure, pending lawsuits, adverse effects of major contracts, etc.
2. There are defects in the subject qualification.
The defects of subject qualification are mainly reflected in four aspects: historical investment defects, historical equity transfer defects, inaccurate identification of actual controllers and management changes.
Historical capital contribution defects. It is common that the investor does not fully contribute or the property right of the contribution is flawed. In a case rejected by the IEC in 2008, the original applicant enterprise had the problem of intangible assets investment, and the controlling shareholder of the company increased the capital to the applicant's predecessor at an estimated price of 2,654,380,600 yuan for the original applicant to use patented and non-patented technologies for free. When the company was established, the controlling shareholder has invested its scientific research department in the company, and the related patented and non-patented technologies have been mastered and used by the predecessor company and the reorganization applicant for many years, and have been reflected in the applicant's previous business performance. Therefore, the pricing and capital increase of related intangible assets are flawed.
Defects of historical equity transfer. Because many enterprises to be listed are restructured from state-owned enterprises or collective enterprises, their state-owned shares or internal employee shares often appear defects in the transfer process. If the state-owned shares are transferred, the enterprise needs to consider whether to obtain the written approval of the competent department of state-owned assets.
According to laws and regulations, if the number of shareholders exceeds 200 before listing, it shall not be listed; Companies holding shares by trade unions, holding meetings and holding shares by individuals are also not allowed to go public. In the process of cleaning up the internal employee stock ownership, IPO applicants are easily reported or questioned because of various interests in the listing process.
Some red-chip companies with BVI framework should also pay attention to the issue of equity transfer in the process of listing in the Mainland. For example, Shenzhen Hailianxun Technology Co., Ltd., which failed to attend the meeting, is widely speculated that its failure is due to the failure of overseas listing, which led to its listing in China. When the enterprise type is changed from a foreign-funded company to a domestic-funded company, due to BVI's equity structure, the equity transaction is complicated and flawed.
Identification of the actual controller. According to the prospectus of Beijing Fuxing Cheng Xiao, Hanchuan Wire Rope Factory and Fuxing Biomedical indirectly hold 465,438+0.97% of the shares of the company and are the actual controllers of the company. The problem is that Fuxing Cheng Xiao's main business is the production and sales of integrated circuit products, and the actual controller has no obvious effect on the improvement of the company's performance. Franz Chen, the second largest shareholder of the company, is the general manager and is fully responsible for the operation and management of the company. The core technology of the company was also invested by Franz Chen when it was founded. Therefore, the market guesses that Cheng Yi is the real actual controller of the revival of Cheng Xiao, and the actual controller of the company is not accurate enough.
Major changes in management. Gem clearly stipulates:? The competent business, directors and senior management personnel of the issuer have not changed significantly in the last two years, and the actual controller has not changed. ? Tianjin Sanying Welding Industry was rejected. On June 5438+1October 12, 2009, two directors, Zhu and Lu Xun, replaced Director He Qin who resigned due to job changes. At this time, it was less than one year before the company applied for listing, and finally the listing failed.
It is risky to raise investment funds.
Sailun's prospectus shows that one of the investment funds raised is the production of semi-steel radial tires, 80% of which are exported, and the North American market accounts for 50% of its total exports. However, during the listing of Sailun shares, the sudden change of international environment in 2009 was unexpected. The US government has announced that it will impose punitive tariffs on tires made in China for three years, and there is great uncertainty about the future economic benefits of its fund-raising projects.
This kind of risk also includes the change of business model and the feasibility of the project. All these require comprehensive analysis and demonstration by enterprises. For example, the investment fund raised by Shanghai Chaori Solar is to expand the photovoltaic cell production capacity from the existing 20 MW to 120 MW, increasing by five times, and at the same time increasing the output of battery components by 1.82 times. However, in 2009, the photovoltaic industry has not recovered, and it is also considered as an overcapacity industry in China. Therefore, whether the company's fundraising projects have good market prospects and profitability lacks a reasonable explanation.