Before auditing the restructured enterprises, we should first enrich and familiarize ourselves with the relevant documents of the state on the restructuring and reorganization of state-owned enterprises. With the deepening of the audit hope of state-owned enterprise reform, in recent years, relevant state ministries and commissions have successively issued a large number of definitions on state-owned enterprise restructuring. In order to do a good job in auditing, auditors should pay special attention to Opinions of General Office of the State Council forwarded by State-owned Assets Supervision and Administration Commission of the State Council on the pilot reform of state-owned enterprises (Guo Ban Fa [2003] No.96), Opinions of General Office of the State Council forwarded by State-owned Assets Supervision and Administration Commission of the State Council on further promoting the pilot reform of state-owned enterprises (Guo Ban Fa [2005] No.60), Provisional Regulations on Supervision and Management of State-owned Assets of Enterprises (Order No.378 of the State Council), Measures for Evaluation and Management of State-owned Assets (Order No.91of the State Council), Interim Delimitation of Capital Management and Financial Treatment in China for Enterprise Company System Reform (No.313 of Caiqi [2002]) and Interim Delimitation of the Ministry of Finance on Management of State-owned Property Transfer of Enterprises. Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises (Order No.3 of the State-owned Assets Supervision and Administration Commission and the Ministry of Finance), Measures for Financial Handling of Assets Loss of Enterprises (No.233 of Caiqi [2003]) and Provisions on Assets Verification of State-owned Enterprises (No.73 of State-owned Assets Appraisal [2003]), auditors of the pilot measures for the reorganization and diversion of surplus personnel of large and medium-sized state-owned enterprises (state-owned economic and trade enterprises) should be familiar with these law enforcement rules.
Second, the implementation rhythm in the audit process of procuratorial state-owned enterprises should grasp the whole restructuring process as a whole.
According to the relevant documents, the steps that must be taken in the reform audit of state-owned enterprises mainly include: drawing up the reform plan, submitting for approval, assets verification, assets evaluation and financial audit, and economic responsibility audit of the original enterprise planners. auditors
First, it is necessary to check whether the reorganization plan has been approved by the competent department.
The audit plan for the restructuring of state-owned enterprises should be based on the Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises and the relevant provisions of the State-owned Assets Supervision and Administration Commission of the State Council, and no experiment should be conducted without decision-making or consent. The audit of state-owned enterprise restructuring involves financial, labor and social security issues, which need to be reported to the relevant departments of the people's government at the same level in advance, and then reported to the state-owned assets supervision and administration institution for consultation and approval; Involving government approval and public management, in accordance with the relevant national law enforcement rules, reported to the relevant government departments for approval; Enterprises that do not hold shares or participate in shares shall be reported to the people's government at the same level for approval if they are restructured into state-owned shares.
The second is to check whether the restructured enterprises have carried out assets verification.
In the reform audit of state-owned enterprises, it is necessary to conduct a comprehensive and serious inventory of all kinds of assets and debts of enterprises to ensure the integrity, correctness and equivalence of accounts, cards, goods and cash. According to the principle of "who invests, who owns and benefits", the state-owned capital and its authority should be defined, and the net assets formed by state-owned enterprises' borrowing funds must be defined as state-owned property rights. If the enterprise restructuring audit involves the identification and disposal of asset losses, the progress of the commitment must be defined in accordance with the relevant provisions. The legal representative and serious financial controller of the restructured enterprise shall be seriously responsible for the authenticity and correctness of the effect of assets verification.
Third, it is necessary to examine whether the restructured enterprises have conducted financial audits.
The reform audit of state-owned enterprises must be decided by the unit directly holding state-owned property rights to hire qualified accountants to conduct financial audit. Financial audit should be based on "Independent Auditing Standards for Certified Public Accountants in China" and other related experiments. Among them, according to the relevant provisions of the state, the asset impairment reserve must be evaluated by the accountant one by one and issued with special opinions, and submitted to the state-owned property right holder as the basis of the reorganization plan together with the audit complaint, and different impairment reserves should be mediated. In the pilot restructuring of a wholly state-owned enterprise, if the asset impairment reserve and the written-off asset loss affect the transfer price or discount of state-owned property rights, the assets with impairment reserve and the written-off asset loss must be handed over to the state-owned property right holder of the restructured enterprise for serious treatment, and the state-owned property right holder should accept the imprisonment steps such as sorting out and recovering, implement the imprisonment responsibility, and eliminate the losses to the maximum extent. In the pilot reform of state-owned holding enterprises, all kinds of impairment reserves and losses of written-off assets shall be handled by the state-owned property rights holders through consultation with other shareholders. The fourth is to check whether the restructured enterprises have carried out asset evaluation. The reform audit of state-owned enterprises must be carried out in accordance with the Measures for the Administration of State-owned Assets Appraisal (the State Council Decree No.2004). 9 1), inviting qualified asset appraisal events to conduct asset and land use right appraisal. State-owned holding enterprises should strictly implement the pace of demarcation of relevant law enforcement rules when holding asset appraisal. If the state-owned property right is transferred to a non-state-owned investor, the unit directly holding the state-owned property right shall decide to invite the asset appraisal event. Intangible assets such as patent rights, non-patent skills, brand rights and goodwill of enterprises must be included in the scope of evaluation. The evaluation effect shall be recognized by the unit that promises to review the restructuring of state-owned enterprises and the transfer of state-owned property rights in accordance with the relevant delineation. Fifth, it is necessary to check whether the restructured enterprise has held an audit of the departure of the legal representative of the enterprise. Before the reform of non-state-owned enterprises, the outgoing audit of the legal representative must be held by the structure of the state-owned property rights holding unit, and the outgoing audit shall not be replaced by financial audit. The outgoing audit shall be carried out in accordance with the relevant national law enforcement rules and the Interim Measures for the Administration of Economic Responsibility Audit of Central Enterprises (Order No.7 of the State-owned Assets Supervision and Administration Commission) and relevant supporting regulations. Financial audit and outgoing audit shall be undertaken by two accountants respectively, and audit complaints shall be issued respectively. Restructured enterprises must provide relevant financial and accounting materials and documents to accounting firms or government audit departments on the basis of relevant delineation, and shall not interfere in their management business. No one may instigate, instigate or force the accounting institutions and accountants of the restructured enterprises to provide false information and documents and illegally manage accounting affairs.
Three, in the process of restructuring should pay attention to the main key points, so as to highlight the key points.
In the process audit of state-owned enterprise restructuring, auditors should not only grasp the whole process of restructuring as a whole, but also enrich the key points and key parts to achieve the purpose of highlighting the key points and grasping the key points. auditors
First, we should pay attention to whether the audit plan for enterprise restructuring is complete.
The reorganization plan should have the following elements: the basic situation of the transfer of state-owned property rights of the target enterprise; Relevant argumentation on the transfer of state-owned property rights of enterprises; The employee deployment plan involved in the transfer target enterprise evaluated by the administrative department of labor and social security where the enterprise is located; The creditor's rights and debts involved in the transfer of the target enterprise include the treatment plan for the debts owed to employees; If the transfer of state-owned property rights of an enterprise results in the transferor no longer holding a controlling position, it shall be accompanied by the relevant creditor-debtor agreement agreed in writing by the creditor-debtor financial institution and the decision of the workers' congress to consider the allocation of workers. Punishment scheme for the transfer of state-owned property rights of enterprises; The main contents of the notice on the transfer of state-owned property rights of enterprises. Auditors should pay special attention to the deployment of employees. Whether the employee deployment plan has been deliberated and decided by the workers' congress or the workers' congress, whether it has been announced to the broad masses of employees in real time, whether it has been restructured into a state-controlled enterprise, and whether the restructured enterprise has continuously fulfilled the labor contract signed between the enterprise and the retained employees before the restructuring; The length of service of employees retained in the enterprise before the restructuring should be calculated as the length of service of the enterprise after the restructuring; The original enterprise shall not pay economic compensation to the employees who continue to be employed. If it is restructured into a non-state-owned enterprise, the labor relations between the restructured enterprise and its employees should be handled in strict accordance with relevant law enforcement rules and policies. Economic compensation shall be paid to employees who terminate their labor contracts during the audit of enterprise restructuring and no longer remain in employment. Units holding state-owned property rights of enterprises shall not oppress employees to use economic compensation and other expenses for investment in or lending to restructured enterprises (including investors in restructured enterprises).
During the audit of enterprise restructuring, the employee's fund-raising funds, medical expenses, misappropriated employee housing provident fund and social insurance premiums owed by the enterprise shall be paid in one lump sum in principle. After the restructuring, enterprises should rely on the relevant delineation, handle social insurance links such as pension, unemployment, medical care, work injury and maternity for employees in real time and continuously, and pay various social insurance premiums for employees in full on a regular basis.
The second is to pay attention to whether the restructured enterprises strictly follow the relevant policy experiments in the process of assets verification, whether to write off enterprise assets and creditor's rights without authorization, and then enter the enterprise after the enterprise restructuring audit, thus depressing the state-owned equity.
Third, it is necessary to check whether the asset evaluation is carried out in accordance with the law enforcement rules and whether there are problems that cause the loss of state-owned assets, especially land, intangible assets, physical assets and patented assets, non-patented skills, brand rights, land use rights, exploration rights, mining rights, franchise planning rights, etc. that have not entered the enterprise restructuring audit field. , restructuring enterprises shall not be used free of charge;
If it is really necessary to use it, the calculation ratio of paid use fee or lease fee shall be determined with reference to the asset appraisal price or the market price of similar assets. Non-state-owned investors participate in the audit of enterprise restructuring in thldl.org.cn with assets such as physical assets, patents, non-patented skills, brand rights, land use rights, exploration rights, mining rights and franchise planning rights. , by the state-owned property rights holding units and non-state-owned investors with the approval of the intermediary institutions, in accordance with the unified benchmark date to evaluate the assets of both parties entering the restructured enterprise; If one party's assets have been evaluated, the other party can review the effect of asset evaluation. If the enterprise restructuring audit involves land use rights, it is necessary to register the land ownership and clarify the key points of land use rights. The land use right entering the field of enterprise restructuring audit assets must be evaluated by an intermediary agency with land evaluation qualification and filed according to the relevant provisions of the state. Involving the state-owned allocation of land use rights, it is necessary to go through the formalities of demarcation and management examination and approval of land use rights at the state land management department. Enterprise restructuring audit involves matters related to exploration and mining rights, in accordance with the relevant national laws and regulations and the Measures for the Administration of the Transfer of Exploration and Mining Rights (Order No.242 of the State Council), the Notice of the Ministry of Land and Resources on Printing and Distributing the Measures for the Administration of Bidding, Auction and Listing of Exploration Rights (for Trial Implementation) (Guo Tu Zi Fa [2003] 197) and the Ministry of Finance on Printing and Distributing Exploration Rights. Enterprise restructuring audit must be made clear by the competent department of land and resources to deal with the key points of exploration and mining rights, but the exploration and mining rights shall not be transferred separately. If the exploration and mining rights are funded by the state, the examination and approval procedures shall be handled in accordance with the relevant provisions of the state on the administration of demarcation. Prospecting and mining rights entering the field of enterprise restructuring audit assets must be evaluated and priced by intermediaries with mining rights evaluation qualifications (the evaluation effect of mining rights needs to be reported to the competent department of land and resources for confirmation), incorporated into the assets of enterprise groups, and processed after the approval of the competent department of land and resources of the business unit in the revised plan. Fourthly, it is necessary to investigate the profit attribution between the asset appraisal date and the enterprise establishment registration date. Article 8 of the Interim Delimitation of Management and Financial Treatment of State-owned Capital in the Reconstruction of Enterprise Company System in China (Caiqi [2002] No.31No.3 dated July 27, 2002) stipulates: "The effect of asset appraisal is the basis for the conversion of state-owned capital holding units, which is useful within one year from the benchmark date of appraisal. During the useful period from the evaluation base date to the registration date of the establishment of a company-based enterprise, the net assets of the original enterprise that have realized profits and increased shall be handed over to the state-owned capital holding unit, or with the consent of the state-owned capital holding unit, it shall be managed as the state-owned exclusive capital reserve of the company-based enterprise and converted into state-owned shares in the subsequent annual share expansion; The net assets eliminated by the original enterprise due to planning losses shall be made up by the state-owned capital holding unit, and may also be made up by the company-based enterprise with share dividends in future years. If the enterprise is registered beyond the service period, it is estimated that the price of the assets to be evaluated will change significantly during the service period, and it should be re-evaluated. " Accordingly, the asset appraisal price confirmed by the approval of the pilot reform of corporate system of state-owned enterprises is valid for 1 year from the appraisal base date to the date of registration of corporate enterprises. During the service period, the change of net assets before reorganization (between the evaluation base date and the reorganization base date) can be handled in the following ways:
(1) The period from the asset appraisal base date to the new enterprise registration date.
In principle, the net assets of enterprises that increase profits should be turned over to the original shareholders and transferred to the subject of "profits payable". With the consent of the original shareholders, they can also join the capital reserve of joint-stock enterprises, and the shares of the original shareholders will be transferred to the later period for capital increase and share expansion.
(2) During the period from the base date of asset appraisal to the registration date of new enterprises, the net assets eliminated by enterprises due to losses.
If it is borne by the original shareholder, the account of "profit payable" shall be debited and credited to the account of "profit distribution", which shall be supplemented by the dividends distributed by the original shareholder in the current period or later.
(3) There is a time difference between the evaluation benchmark date and the new enterprise registration date.
If the reconciliation date based on the appraisal effect is different from the base date and confirmation date of asset appraisal, if the quantity of assets originally appraised is eliminated during the period from the base date of appraisal to the reconciliation date, the difference originally appraised and confirmed by the department will be eliminated and the book price will not be reconciled; If the asset price increases, the growth department will obtain the actual price of the asset and confirm its book price.
Fourth, actively respond to complex accidents and seriously study hot topics.
In addition to the above points, auditors should also carefully study the hot topics in the process of reorganization. In particular, the MBO problem that has been widely concerned by the society recently. Judging from the spirit of nurses who forwarded the Opinions of General Office of the State Council on Further Carrying out the Pilot Audit of State-owned Enterprises Restructuring, although the MBO of state-owned enterprises has been lifted, the conditions are very strict. Auditors should pay attention to whether the restructured enterprises carry out MBO in strict accordance with the relevant provisions in the audit. The "Pilot Opinions" stipulates that the pilot restructuring of state-owned and state-controlled large enterprises should strictly control the management's decision to directly or indirectly hold the equity of the enterprise by increasing capital and shares in various ways. In order to explore the experimental incentive and restraint mechanism, with the consent of the state-owned assets supervision and administration institution, any management member who decides to compete for posts or make great filial piety to the growth of the enterprise through recruitment, internal competition and other means may decide to increase capital and share to hold the equity of the enterprise, but the total number of shares held by the management shall not reach the holding or relative holding number. The management members who intend to increase capital and share shall not participate in the formulation of the reorganization plan, the determination of the conversion price of state-owned property rights, the selection of intermediary institutions, and major matters such as assets verification, financial audit, outgoing audit and asset evaluation. Management shareholding must provide relevant evidence of appropriate sources of funds, and must try out the relevant provisions of the general rules of loans. It is not allowed to beg for loans from state-owned and state-holding enterprises, including this enterprise, to mortgage, pledge, discount and other financing with state-owned property rights or assets as the subject matter, and not to accept trust or entrust to indirectly hold the equity of the enterprise. In particular, there are some restrictions, such as demarcation: in any of the following circumstances, management members may not decide to increase capital and share to hold the equity of the restructured enterprise:
1. is directly responsible for the planned performance decline of the restructured enterprise after the audit;
2. Intentionally transferring or avoiding assets, it is likely that related party transactions in the process of reorganization will affect the net assets of the enterprise;
3. Providing false information to intermediaries, which leads to distortion of audit and evaluation results, and may communicate with relevant parties, lowering the asset evaluation value and the conversion price of state-owned property rights;
4. In violation of the relevant provisions, participating in the formulation of reorganization plans, determining the conversion price of state-owned property rights, selecting intermediaries, asset verification, financial audit, outgoing audit, asset evaluation and other major issues;
5. Unable to provide appropriate relevant proof of the source of shareholding funds. In the reorganization plan involving the management's decision to increase capital and share, it must be clear that the management members no longer hold the equity of the enterprise.