Being Public of Chinese Companies How can Chinese companies stay alive after the IPO

Transcription

1 Being Public of Chinese Companies How can Chinese companies stay alive after the IPO Dr. Gebhard Zemke, Partner, BDO Deutsche Warentreuhand AG China Forum on German Equity Forum, Tuesday, November 13,

2 Companies need to have a transparent and fair communication with the market Special Regulations for Publicly Listed Companies Capital Market Regulations for Being Public Regulations for Fair Trading Corporate Governance Codex Follow-up requirements by - standards of market segment - securities prospectus regulat. Interim Reporting Ad-hoc, directors dealings, insider trading, etc. Fair publicity of financial information Fair relationship to auditors AG (German Stock Corporation Act) Commercial Activities (German Commercial Code) Corportate Publicity requirements (AGM convention; etc.) Distinction between common business entities, limited companies and market oriented companies Detailed requirements for financial statements and management reports ( Lagebericht ) Example: Risk Management System Example: When and how to use EU IFRS? Mandatory release of standardized Management Report 1

3 After their IPO publicly listed companies with Chinese background need to become accustomed with German reporting standards Example: Indirect listing at Prime Standard Group Accounts Single Accounts AG Annual Statements Interim Statements Annual Statements Interim Statements EU IFRS Statements Interirm IFRS Supplementary notes according HGB or Corporate Governance Codex German Management Report Interirm management report German GAAP 2

4 Management Report mandatory part of annual reporting Description of course of business, including the financial results and the position of the group (true and fair view) Balanced analysis Financial key performance indicators Important non-financial performance indicators Expected development, significant risks (going concern/ or material affects) and opportunities Planning system Risk management objectives and methods as well as price, credit and liquidity risks (incl. risk of variability of cash flows) Significant events occuring after balance sheet date Research and development Other disclosures ( 315 (4) HGB) 3 Risk management system Several disclosures with regard to (e.g.): - equity - voting rights - corporate governance - agreements concerning change of control - compensation for executive bodies in case of takeover

5 Listed companies are requested to keep up particular emphasis on maintaining management (information) systems on a high standard Management Reporting Risk Management System Corporate Planning and cost accounting MIS Controlling of identification, management and reporting of risks Tools: Controlling Early Warning System Internal Monitoring (Internal Control; Internal Audit) 4

6 Vielen Dank für Ihre Aufmerksamkeit! xiè xie 5

7 BDO Deutsche Warentreuhand AG Strong German base over 120 partners working with staff 25 offices across Germany Full range of business services Reputation for attracting successful growth businesses and helping them fulfil their ambitions International BDO network and vast presence in China The worlds fifth largest accountancy network Strong member firms in China (Beijing, Shanghai, Shenzhen, Wuhan), Malaysia and Singapore Our mission Locations 107 Countries Offices 621 Fee income 2006 US$ 3,9 bn Employees Provide quality service based on technical expertise, commercial awareness and local knowledge Cultivate strong personal relationships throughout this network Build a living international network to facilitate cross-border transactions and communications Invest significant time into getting to know our clients at a personal level, always maintaining a human perspective. This enables us to react quickly to their challenges, meet their aspirations and help them to realise their ambitions. 6

8 Contact BDO Dr. Gebhard Zemke Partner, China Desk Assurance Services BDO Deutsche Warentreuhand AG Wirtschaftsprüfungsgesellschaft Ferdinandstr Hamburg Tel / Fax / gebhard.zemke@bdo.de Andrea Bilitewski Partner, China Desk Tax and Restructuring BDO Deutsche Warentreuhand AG Wirtschaftsprüfungsgesellschaft Ferdinandstr Hamburg Tel / Fax / andrea.bilitewski@bdo.de Matthias Schätzle Head of German Desk in China BDO Shanghai Zhonghua 12/F Ocean Towers, 550 Yanan Road (E) Shanghai Tel Fax matthias.schaetzle@bdo.de Kewei Hu Consultant, China Desk BDO Deutsche Warentreuhand AG Wirtschaftsprüfungsgesellschaft Ferdinandstr Hamburg Tel / Fax / kewei.hu@bdo.de