Lan Banghua: Make Good Use Of Capital Market &Nbsp; Develop Garment Industry

The power of capital in parallel meetings of China clothing Convention: igniting the brand's future engine

Lan Banghua, senior manager of Shenzhen Stock Exchange listing Promotion Department

Good afternoon, fellow entrepreneurs, ladies and gentlemen.

It's my great honor to talk to you today.

What I am talking about today has three parts.

First clothing enterprises

First of all, why do garment enterprises need capital market?

1, financing efficiency.

Through listing, we can create a century old platform, which can bring a lot of capital and change the capital structure. As of October 13th this year, the financing amount of each company in the small and medium board listed companies is 688 million, plus bank loans, with more than 1 billion 300 million of the capital, it can have more capital advantage than its competitors.

2, after the listing, it is also issued through rights issue.

Convertible bonds and other diversified financing tools for refinancing.

For example, seven wolves do in 04 years, and 07 years can be refinancing.

3, listing increases financial institutions' confidence in the company.

The loan is easier, and the financing of listed companies is not difficult, including financing in Wenzhou and other very difficult places. There are also listed companies going to finance and lending to the upstream and downstream businesses.

4, listing changes the mode of strengthening enterprises and becomes the world leader through equity payment.

The first benefit of listed companies is wealth efficiency. Through listing, capital gains can be doubled through capital market pricing mechanism, so that executives can share the rights and interests of enterprise growth.

Why can they achieve the wealth effect? In the difference between the pricing mechanism of the capital market, if the enterprise is not listed, your pricing mechanism is priced according to the net assets per share, and if listed, it is priced by the listing price.

For example, a clothing enterprise, assuming no listing, net assets are 2 yuan, one hundred million of capital stock has a market value of two hundred million, and the boss is worth two hundred million.

If after listing, according to the average price earnings ratio of small and medium-sized board 40 times to calculate, 0.4 yuan is called 40 times price earnings ratio is 16 yuan, the boss's worth from 100 million yuan to 1 billion 600 million yuan.

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The second wealth effect of listing is the effect of sunshine wealth. At present, small and medium-sized entrepreneurs have pferred property rights abroad. If they are listed, you will not be able to go overseas. Before listing, your assets one hundred million will be pferred overseas, or one hundred million. After listing, assets will turn from one hundred million to 1 billion 600 million. This will not only protect shareholders' rights and interests, but also make it unnecessary for entrepreneurs to pfer assets.

The third wealth of listed companies is the wealth circulation effect.

Originally the boss had no money, how to spend money, how to sell the company assets, or spend the liquid capital, such as the boss bought a villa, fifty million, if buying a villa will affect the management and management, after the listing, the market value of 2 billion, 100 million out of cash, you can buy a villa.

Governance effect can clarify property relations, establish modern enterprise system, and introduce professional managers.

At that time, it was also a clothing enterprise. The boss relationship was familiar with me. He often said that he was the boss of the market. I was the biggest wage earner. He worked more than 10 hours a day, and was more tired than most of the employees. After listing, I really was the boss, worked one or two hours a day, and the business was better than myself.

Why is there such a sentiment? It is because of his corporate governance structure and the introduction of professional managers.

In the process of the development of private enterprises, the second generation is unwilling to take over or to take over difficulties. After the listing, the son and daughter can become the controlling shareholder, which solves the succession problem and solves the problem of enterprise development.

Listing must meet strict standards. After listing, if listed in Shenzhen and Shanghai exchanges, more than 100000000 people across the country are concerned about your business situation.

Clothing enterprises themselves are directly facing consumers' products. Your market is greatly influenced by brands. If consumers approve of brands after listing, the scale of business sales may expand.

The fourth is incentive effect. Listing brings honor and sense of responsibility to employees, and it also sets up equity incentive measures, which is conducive to attracting talents and retaining talents for private enterprises.

At that time, there was a GEM listed company. After listing, I asked my boss, what was the grand experience after Wang's listing? He said the biggest experience was that all competitors had to surrender.

Before listing, there are two or three enterprises and the size and products of our enterprises are almost the same. They are not convinced each other. After listing, the executives of the competitors call me and say that Mr. Wang is not short of people here. I come to work here. How about a rival boss who telephones directly to say that Lao Wang will not compete with us. You can buy me, and I will be your two shareholder.

The fifth effect of listing is the development effect. The previous guests also mentioned that listing is beneficial for enterprises to achieve double growth through refinancing, merger and reorganization, capital operation, and listing can get higher social fertility and get more subsidies and support from local governments.

Shenzhen Vanke went public from 1991 to the end of 09, and their net assets increased by 3425 times. From 05-09, 110 mergers and acquisitions were completed. Vanke was listed as a capital investor and refinancing.

Listing is not only an enterprise effect, but also a social effect and a competitive power for garment enterprises.

For example, Zhejiang is a relatively developed place of listed companies. Every aspect of textile and garment enterprises in Zhejiang province has the appearance of small and medium-sized listed companies. Clothing sales have American state clothing. Through the development of a large number of garment enterprises by carrying ties with listed companies, the regional industrial chain has been perfected and the competitiveness of industrial clusters has been enhanced.

The following is a brief description of the current listing in China.

There are four steps in the domestic listing process:

The first step is to change the system and set up an intermediary organization through investigation, establish a Limited by Share Ltd, and this time is more than 6 months.

The second step is listing guidance and material production.

The intermediary conducts a comprehensive due diligence investigation, signs up for closure, and accepts the CSRC's guidance and acceptance, while the intermediaries make declaration materials.

The third stage is called the issuance audit stage. The intermediaries send the materials of the listed companies to the CSRC issuing department or the GEM board, which is examined by the two departments. After the examination and approval, the enterprise is responsible for approving the approval, which is 6-9 months.

The fourth stage is the stage of issuance and listing. After obtaining the approval of the SFC, the company will make a public announcement, and issue the price and issue it on the market. The time will be 1-2 months.

Listing conditions, we think that listing is very difficult, in fact, it is not so difficult to imagine.

At present, the conditions for listing the main board and small and medium sized boards are 30 million in three years, 3 hundred million in three years, or fifty million in cash flow. The growth enterprise market is two years' profit, not less than ten million, or one year's profit, and its net profit is not less than five million, but its operating income has increased by more than 30%.

At present, the actual financial index of listed companies far exceeds the threshold, which is the reason for the work of intermediaries, because at present, there are two sponsors recommended in the domestic sponsorship system, and the audit items have not been passed, and no other items can be signed.

For example, the one hundred sponsors of Ping An Securities can only recommend fifty projects at the same time. At present, there are two hundred projects to be signed, and a large scale enterprise should be selected to recommend it. If the scale is large, it can get more issuance financing and get more underwriting expenses, mainly for this reason.

As long as the sponsors sent the Commission to the SFC, the size is the same. From the present point of view, in the small and medium-sized listed companies, the smallest one has a net profit of about thirty million in the recent three years, and the average profit in the latest year is thirty million.

I say this example is that the SFC does not discriminate against small businesses, and the reason why it is large is the result of the selection of sponsoring agencies.

In the past three years, the pass rate of audit is over 80%. If the application is not approved, the application can be made again after 6 months, and the second pass rate is over 95%.

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A brief introduction to the Shenzhen Stock Exchange, the Shenzhen Stock Exchange was established in December 1991, capital market organizers, regulators and service providers, Shenzhen Stock Exchange main board market 472, 619 small and medium board, 269 gem, in the first half of this year, Shenzhen Stock Exchange IPO accelerated the world's first, 144 were second times two times.

The Shenzhen Stock Exchange's financing volume is third in the world. In the third quarter of this year, the Shenzhen Stock Exchange's financing amount is the world's largest.

What is the current situation of clothing enterprises listed in China? At present, the listing of garment enterprises belongs to the manufacturing industry. The first classification is manufacturing, and the two category is textile and fur. At present, there are 33 clothing and other fiber manufacturing industries. If there are two or five categories, there will be five or sixty houses.

Garment enterprises are listed in China.

There are three problems: one is the problem of asset integrity. The sales channels and stores of garment enterprises are very important to clothing enterprises. Therefore, in the process of rapid expansion, garment enterprises often appear as factories and storefronts of large shareholders and third parties, and the proportion is relatively high.

Second clothing enterprises may have production and operation sites, and the right to use land is incomplete. Therefore, enterprises generally need to solve the problem of Asset Integrity in the process of auditing.

At present, the basic requirement is that if the third party site is hired, it depends on the importance of the situation. For example, there are some marketing headquarters and R & D centers in your business headquarters. The important requirements must have their own full property rights. If it is a general sales shop, the rental housing must have complete property rights for the premises to be rented.

When a garment enterprise goes out to see the incomplete land use right, how to deal with it? If the land ownership is made by the pferor, it should have the land use warrant and the same way of use. If the pfer is made, the original land use right can only be pferred to a fixed period, and the land can be pferred after the development of the land, and the pfer of the building and the attachment on the ground.

We must pay attention to its right to use. If the leaseholder obtains the right to use, the lessor should have the legal property right. This is the first problem.

If there are some pactions between the controlling shareholders of the controlling shareholder and the indirectly controlled enterprises, there may be some pactions between the listed companies, which may lead to the pfer of the interests of the company.

Because many garment enterprises are private enterprises, when they create family members and brothers and sisters do business together, it is very likely that there will be related party pactions.

For example, there is an enterprise in Jinjiang. The SFC is in the process of trial. The boss is the controller of the listed company. Some of his sales are sold to his sister. His elder sister manages dozens of stores. The property right of this shop belongs to his sister, and the paction between them belongs to the related paction.

The key points of our SFC's audit of related party pactions are neither encouraging nor prohibiting, depending on the nature, price, procedure and records of related pactions.

First of all, if the nature is serious, if it is the related paction and related paction, it is more important.

Second look at the price, third procedures, whether to fulfill the necessary procedures.

Focusing on sales related party pactions, procurement related party pactions and R & D related pactions, but if there are related pactions, what should we do?

First, adjust the ownership structure of affiliated enterprises, and talk about their relevance.

Generally speaking, no more than 30%.

Second for the affiliated enterprise to buy, for example, the boss bought her sister's store, that is to solve the problem, or his sister pfer the store to other people.

The third problem is financial and accounting.

There are many stores in the clothing industry. The way of settlement is different from other enterprises. The sales revenue is easy to counterfeit. Therefore, in the process of our audit, there are four main concerns.

One is whether the sales revenue is reasonable or not? The two is whether the gross profit rate is reasonable. If the gross profit margin is higher than that of the same industry, the growth rate is too fast? Third accounts receivable should be accounted for, and the bad debts should be explained in detail.

Fourth, pay attention to whether accounting policies conform to regulations and whether they conform to the characteristics of the industry.

The most important thing is that the accounting treatment of enterprises must be consistent with that of the same industry. In particular, many garment enterprises have many franchisees. If the cash management of franchised stores and direct stores is standardized, they may need to be verified, providing raw data to see whether they are real incomes.

There is a case where my colleague visits a company whose main products are production, sales and processing. The gross profit margin of the enterprise is very high. It asks the boss how much the sales revenue is one hundred million a year. How can it cost millions of dollars? Later, the boss said that the main cost of our company is the tortoise. Every year the big turtles are born with small tortoises, and the small tortoises grow and sell again, so our cost is very low.

I see that your fixed assets are amortized every year for 50 years. We know that the average period of amortization of fixed assets in general enterprises is 20 years or 10 years. The boss said that our company's main fixed assets are tortoises and tortoises. The total value of tortoise is five thousand yuan. According to the fifty year amortization, the annual amortization of one million can be done.

I say this is unreasonable, the boss said, "we all say Millennium bastard, ten thousand year turtle", so the life of tortoise is ten thousand years, we can amortize five thousand yuan a year, and I have been cautious in fifty years' amortization.

Let me take this example, that is, clothing enterprises must conform to the industry practice in the process of accounting.

Finally, give the enterprise several suggestions:

1, in the long run, the advantages of listing can occupy the target for a long time.

2, early preparation, early planning, leaving no hidden dangers and aftermath.

3, establish a correct concept of listing, listing two development is not wrong, do not blindly operate.

4, enterprises look at their own development stages.

5, listed companies should choose the appropriate sponsor institutions, pay attention to the sponsor's standard and the spirit of the sponsor's business.

6, the chief executive of a company must take the initiative to do so, and the chief financial officer must select a professional candidate.

(according to shorthand collation)