Must an audit be conducted before the overall asset evaluation?

This is necessary, and it is necessary to find an evaluation institution with securities and futures qualifications to make an evaluation.

1. Work procedures for overall change of Co., Ltd.

(1) due diligence

For the reorganization project, it mainly includes the legitimacy, operating conditions and development prospects of the limited company since its establishment, including the following aspects:

1, the legitimacy of the formation process of capital stock

From the beginning of the establishment of a limited company, we should pay attention to the mode of capital contribution (in cash, physical assets, intangible assets, etc.). ) when it was established. In addition to cash contribution, the contribution of physical assets needs to go through audit, evaluation and other related procedures; Investment in intangible assets needs to go through relevant procedures, such as technical appraisal and evaluation. The land investment needs to be evaluated by the land evaluation agency and confirmed by the land management department (at this stage, the company to be listed is not allowed to invest in intangible assets such as trademarks and goodwill).

During the continuous operation of the limited company, there will be capital increase and share expansion, equity transfer and so on. Whether the legal documents (resolutions of the board of directors and shareholders' meeting, capital verification report, industrial and commercial change registration, etc.) are established. ) is complete, and every time the rights change behavior is legal.

2, the legitimacy of the asset formation process.

The formation process of main operating assets in the process of continuing operation of a limited company.

3. Fuck oak parts

1) Authenticity of business performance

2) Related party transactions

3) Financial system status

4) the authenticity of financial data

In the case of a limited company, due to the relatively weak supervision, the management level of managers and the level of financial personnel, there are inevitably problems in the authenticity of financial data. For example, the problem of tax evasion in most private enterprises can only be grasped from a big perspective, and the specific problems can only be known after hiring a certified public accountant to audit the enterprise.

5) Legitimacy of specific industry operation. Such as the pharmaceutical industry, whether there is a drug production license, drug approval number, etc. Whether the real estate industry has real estate development qualifications; Whether the engineering construction enterprise has the engineering construction qualification; Whether the communication equipment manufacturer has network access license, etc.

6) R&D capability and core technology of the company

7) Business development prospect

The data to be accessed must be original data.

(two) to carry out enterprise standardization.

(3) Enterprises employ intermediaries.

Enterprises need to hire financial consultants, who are responsible for drafting restructuring plans, consulting laws and regulations, counseling before listing, coordinating the relationship between intermediaries, and making relevant documents. At the same time, accountants, appraisers and lawyers with securities qualifications are hired to assist in the restructuring work.

(4) Determine the reorganization plan.

Under the guidance and unified coordination of financial consultants, discuss and demonstrate the reorganization plan together with enterprises, accountants and lawyers, including the determination of sponsors and their investment methods, the setting of capital structure, financial audit, asset evaluation, the establishment of financial system, asset disposal (including divestiture of non-operating assets, disposal of land use rights, disposal of trademark use rights, etc.). ), as well as the establishment of personnel and labor systems.

(5) Capital increase and share expansion or equity transfer.

If the enterprise needs to adjust the amount of capital stock, the number of sponsors, the ownership structure, etc. , or need to introduce strategic investors, or implement management stock ownership (employee stock ownership). , need to increase capital and share or transfer equity.

(6) Evaluation and audit.

Determine the base date of reorganization, and an appraiser with securities business qualification will evaluate the enterprise. Under normal circumstances, the enterprise should be evaluated for two years. The same is true of accounting audit.

(7) Convening the board of directors and shareholders' meeting, deliberating the reorganization, signing the sponsors' agreement, and amending the articles of association.

(8) Pre-approval of the name

Go through the pre-approval procedures for the name of a joint stock limited company at the local administration for industry and commerce. When going through the formalities of name pre-approval, the sponsors' agreement, the name pre-approval application form signed by the chairman, the resolution of the board of directors and other documents shall be submitted.

(9) Handling the establishment of state-owned shares.

Where there are state-owned enterprises or state-controlled enterprises among the shareholders of a limited company, it is necessary to apply to the state-owned assets management department for the establishment of state-owned shares.

(10) change application

Application documents for restructuring after applying for change (mainly including sponsor agreement, articles of association, financial audit report, capital verification report, resolutions of shareholders' meeting, resolutions of the board of directors, etc.). ) everything is ready.

(11) Establishment of a joint-stock company

After approval, the enterprise holds the founding meeting and the first shareholders' meeting, board of directors and board of supervisors, and elects the chairman and determines the management team through the company's preparation report.

Within 30 days after the founding meeting, the board of directors of the joint-stock company shall apply to the provincial administrative department for industry and commerce for registration of establishment.

The basic process of enterprise listing

Generally speaking, if an enterprise wants to be listed on the domestic securities market, it must go through three stages: comprehensive evaluation, standardized reorganization and formal start-up. The main work is as follows:

Comprehensive evaluation of enterprises before listing in the first stage

Listing of enterprises is a complex financial engineering and system engineering. Compared with traditional project investment, it also needs to go through the process of pre-demonstration, organization and implementation and post-evaluation, and it also faces the path choice of whether to list in the capital market and in which market. Listed in different markets, enterprises have to do different jobs, channels and risks. Only through the comprehensive evaluation of enterprises can we ensure that listed enterprises can operate correctly under the condition of controllable costs and risks. For enterprises, it is also a price to organize and mobilize a large number of personnel and mobilize all aspects of strength and resources to work. Therefore, in order to ensure the success of the listing, the enterprise will first conduct a comprehensive analysis and research on the above issues, and carefully give opinions, and then fully start the work of the listing team after getting a clear answer.

The second stage is the reorganization of enterprise internal norms.

There are hundreds of key issues involved in the initial public listing of enterprises. Especially in the specific environment of China, there are many historical issues left by private enterprises, such as finance, taxation, law, corporate governance and historical evolution. And many problems in the later period are quite difficult to deal with. Therefore, it is very important for enterprises to deal with some problems in advance in a planned and step-by-step manner with the assistance of listed financial consultants on the basis of completing the preliminary evaluation. Through this work, sponsors and strategies can also be strengthened.

The third stage officially launched the listing work.

Once the listing target is determined, the enterprise begins to enter the practical operation stage of the external work of listing, which mainly includes: selecting relevant intermediaries, carrying out shareholding system reform, auditing and legal investigation, brokerage counseling, issuance declaration, issuance and listing, etc. Because the listing work involves five or six external intermediary service agencies working at the same time, the personnel involve dozens of people. Therefore, it is very difficult to organize and coordinate, which requires multi-party coordination.