Memorandum No. 4 of the Review Standards for Stock Issuance: Certain Requirements for the Declaration of Financial Data in the Issuance Application Documents of Companies Planning for Public Offering of Securities

股票发行审核标准备忘录第4号—关于公开发行证券的公司发行申请文件中申报财务资料的若干要求

Promulgating Institution: China Securities Regulatory Commission

Promulgating Date: 08/29/2002

Effective Date: 08/29/2002

颁布机关: 中国证券监督管理委员会

颁布时间: 08/29/2002

实施时间: 08/29/2002

1. On the notes to tax payment for the past three (3) years and the latest period by an issuer as set forth in Section 7 of Chapter 8 of the Standards No. 9 for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 9: Application Documents for Initial Public Offering (hereinafter referred to as the "Rules No. 9")

Tax declaration forms and tax payment certificates for all relevant years provided by the issuer shall refer to the tax declaration forms for income tax, value-added tax and business tax of the issuer (or the company prior to the establishment of the joint-stock company) for the past three (3) years and the latest period (which shall be annual tax declaration forms, or complete monthly tax declaration forms or quarterly tax declaration forms as alternatives). Tax payment certificates shall refer to the special tax payment certificates or tax payment notices of the People's Republic of China issued for the transfer of tax payments. Corresponding supporting documents or receipts shall be provided if the issuer (or the company prior to the establishment of the joint-stock company) receives tax preferences or fiscal subsidies. Proofs may be provided by taxation authorities for tax preferences or fiscal subsidies received by the issuer before going public, whereas valid approvals are required for tax preferences or fiscal subsidies received by the issuer after it goes public.

Pre-tax profits on tax declaration forms for income tax shall be consistent with the total profits in the financial statements of the original company, while the taxable incomes in tax declaration forms for value-added tax or business tax shall also be consistent with the corresponding incomes in the financial statements of the original company.

    一、关于《公开发行证券公司信息披露内容与格式准则第9号——首次公开发行股票申请文件》(以下简称“准则9号”)第八章第七节发行人近三年及最近一期纳税情况的说明。

  发行人提供的各年度纳税申报表和完税证明,指近三年及最近一期发行人(股份公司设立前为原企业)的所得税纳税申报表、增值税纳税申报表和营业税纳税申报表(应为年度纳税申报表、也可提供完整的月度纳税申报表或季度纳税申报表替代);完税证明是指中华人民共和国税收转帐专用完税证或税收缴款书。如果发行人(股份公司设立前为原企业)享受税收优惠或财政补贴,应提供相应的证明文件或收款凭证。对于发行人发行上市前享受的税收优惠或财政补贴,可以由税务部门提供证明;对于发行人发行上市后享受的税收优惠或财政补贴,必须提供相应的有效批准文件。

  所得税纳税申报表的税前利润与原企业报表的利润总额应存在对应关系,增值税或营业税纳税申报表中的应税收入与原企业报表的相应收入也应存在对应关系。

2. On the original financial reports of the original company or the joint-stock company for the past three (3) years, and the comparison sheets of the difference between the original financial reports and those declared as provided in accordance with Section 11 and Section 12 of Chapter 8 of the Rules No. 9

The original financial reports for the past three (3) years of the original company or the joint-stock company shall refer to the financial reports submitted to the local finance department and taxation authority in all the years during the reporting period.

(1) The original financial reports of a joint-stock company that was established within the past three (3) years and has been in operation for less than three (3) years shall include:

(a). The original financial reports and audit reports of the joint-stock company for the year of its establishment and all the subsequent years during the reporting period; 

(b). The original financial reports prior to the establishment of the joint-stock company during the reporting period, including the original financial reports of the legal person entities who used to be the owners of the operating assets contributed by the promoters to the joint-stock company (if there are more than one promoter who has contributed operating assets). If the original financial reports have been audited, the audit reports shall also be provided; otherwise, the reports shall be noted as "unaudited" .

(2) The original financial reports provided by a company that has raised funds from targeted sources or by a joint-stock company that has been established and operated for three (3) years or more shall refer to the original financial reports and audit reports of the company for all the years during the reporting period.

(3) The comparison sheets of the difference between the original financial reports and those declared as provided by a joint-stock company that was established within the past three (3) years and has been in operation for less than three (3) years shall include:

(a). The comparison sheet of the difference between the original financial reports and those declared for the year of establishment of the joint-stock company and all the subsequent years during the reporting period, including the comparison sheet of the difference between the balance sheets and the income statements; and

(b). The comparison sheet of the difference between the original financial reports and those declared for the period before the establishment of the joint-stock company during the reporting period, including the comparison sheets of the difference between the original income statements for all the years during the reporting period of all the promoters (if there are more than one promoter) who have made contribution with operating assets and their base income statements that are incorporated into the declared income statements of the joint-stock company, and the comparison sheet of the difference between the consolidated income statement of all the promoters and the declared income statement of the joint-stock company.

(4) The comparison sheet of the difference between the original financial reports and those declared as provided by a company that has raised funds from targeted sources or a joint-stock company that has been established and operated for three (3) years shall refer to the comparison sheet of the difference between the audited original financial reports and the declared financial reports of the company for all the years during the reporting period, including comparison sheets of the difference between the balance sheets and the income statements.

    二、关于准则9号第八章第十一节、第十二节要求提供的最近三年原企业或股份公司的原始财务报告和原始财务报告与申报财务报告的差异比较表。

  最近三年原企业或股份公司的原始财务报告是指报告期各年度提供给地方财政、税务部门的财务报告。

  (一)最近三年内发起设立运行不满三年的股份公司提供的原始财务报告包括:

  1、报告期股份公司设立当年及以后年度的原始财务报告及审计报告;

  2、报告期股份公司设立之前的原始财务报告,该财务报告应包括各发起人(如有多个投入经营性资产的发起人)投入股份公司的经营性资产原所在法人单位的原始财务报告,如果该原始财务报告已经审计,一并提供其审计报告;如果未经审计,则应注明“未经审计”。

  (二)定向募集公司或已经设立运行满三年的股份公司,提供的原始财务报告是指报告期内各年度公司的原始财务报告及审计报告。

  (三)最近三年内发起设立运行不满三年的股份公司,提供的原始财务报告与申报财务报告的差异比较表包括:

  1、报告期股份公司设立当年及以后年度原始财务报告与申报财务报告的差异比较表,包括资产负债表和利润表的差异比较表;

  2、报告期股份公司设立之前原始财务报告与申报财务报告的差异比较表,该差异比较表包括各个以经营性资产出资的发起人(如为多个发起人)报告期各年度的原始利润表与其分帐进入股份公司申报利润表的基础利润表的差异比较表和各个发起人汇总的合并利润表与股份公司申报利润表的差异比较表。

  (四)定向募集公司或已经设立运行满三年的股份公司,提供的原始财务报告与申报财务报告的差异比较表是指报告期内各年度经审计的公司原始财务报告与申报财务报告的差异比较表,包括资产负债表和利润表的差异比较表。

3. A company offering securities to the public (including initial offering, follow-on issuance and rights issue) shall provide the original financial reports of its majority shareholders or controlling shareholders for the past one year and the latest period in the chapter of "Other Documents" in the Issuance Application Documents.

    三、公开发行证券的公司(包括首发、增发和配股)应在发行申请文件“其他文件”一章中提供发行人大股东或控股股东最近一年又一期的原始财务报告。

4. The lawyers for an issuer shall examine and verify the original financial reports and data of tax payment provided in the Issuance Application Documents, and issue express legal opinions as follows: "The original financial statements and data of tax payment provided in the Issuance Application Documents are consistent with those submitted by the issuer to the local financial department and taxation authority in all the years during the reporting period".

    四、发行人律师应对发行申请文件中提供的原始财务报告和纳税资料进行核查和验证,并发表如下明确的法律意见:“发行申请文件中提供的原始财务报告和纳税资料与发行人各年度报送地方财政、税务部门的一致”。