1. Level 1 (transfer method)
1. Land transfer party: Government Land Reserve Center
2. Nature of behavior: National transfer of land use rights
3. Financial concerns: It does not fall within the taxable scope of value-added tax . The land reserve center issues financial notes for land transfer. In the financial calculation, the sales tax can be deducted based on the transaction area of the land collection area (the transaction price does not include value-added tax, and the price-tax is separated and restored). The output tax deduction must be calculated based on the capacity area on the land collected.
2. Secondary land (village collective land transfer)
1. Operation method: In the early expropriation of collective land by the government, in addition to giving villagers monetary compensation, there are also certain land retention indicators, which are generally within 15% of the land expropriated. The village collective obtains state-owned allocated land under this indicator (land and control regulations have been completed), and adopts targeted auction method to turn the state-owned allocated land into state-owned transfer land (the transfer fee and taxes are generally paid by the account, and the tax rate is about 20% of the land bidding and auction transfer price, which is paid by the bidder before payment). The village collective transfers the state-owned construction land through bidding and auction on the government public resource trading platform.
2. Operation process:
a, state requisition of collective land - b, village collectives obtain a certain proportion of state-owned allotted land index - c, government arranges the retention land (public bidding) according to the land supply plan - d, listed state-owned allotted land transaction - e, village collectives apply for state-owned allotted land to become state-owned and transferred land - f, village collectives pay targeted land transfer fees and taxes - g, transfer of state-owned allotted land to bidder
3, financial focus
a, bill type: a special value-added tax invoice for transfer of intangible assets, generally issued by the tax bureau in front of the door.
b, invoice tax rate: The village committee is generally a small-scale taxpayer, the value-added tax invoice tax rate is 3%, and the input tax can be deducted in one lump sum. The land tax increase of this model land transfer in Shunde area is 5.5% approved and levy, and corporate income tax is generally approved using a 2% collection rate.
III. Secondary land (transfer of under-construction projects)
1. Mandatory provisions: Article 39 of the "Urban Real Estate Management Law" stipulates that if the state-owned land transferred is a construction project, if the construction scale is less than 25%, it is not allowed to be transferred, and it can be transferred to 25%.
2. Transfer essence: belongs to the transfer of construction projects under construction
3. Financial concerns:
a. Notes of account: This behavior is a transfer of real estate. The transferor issues a special invoice for selling real estate. The applicable tax rate is divided into 9% (the construction certificate obtained after the VAT reform) and 5% (the difference obtained before the VAT reform is simply collected based on the difference between the transfer price and the land and the construction and the construction and the land cost is levied according to the amount excluding tax.
b, Transfer Tax and Fees: Value-added tax and surcharges involved in real estate transfer, land value-added tax, enterprise/personal income tax, and stamp duty are paid by the transferor (the amount of the output tax can be deducted by the transferor), and the transferor shall pay deed tax and stamp duty.
C. Development and construction reporting: The construction under construction is submitted in the name of the transferor in the early stage of the project. After the project is transferred, the transferee must re-report and approval.
IV. Secondary land (Judicial Auction)
1. Special circumstances: judicial auction land can also be transferred if it does not meet 25% of the construction scale.
2. Land transferor: Land for judicial auction can be transferred directly, and the land is operated according to the transfer of land use rights.
3. Nature of behavior: secondary transfer of land use rights.
1) Financial concerns:
a, Transfer taxes and fees: Similar to transferring real estate.
b, tax payment: The judicial auction generally stipulates that the winner shall bear all taxes and fees. If the taxpayer is the original owner, the tax payment cannot be deducted before tax. According to the announcement of the State Administration of Taxation No. 2 in 2020, if the construction and sales are continued after the construction and sales are purchased, the simple tax calculation method can be used. In the land acquisition calculation, the impact of gross profit margin can be fully considered to choose the appropriate tax calculation method. For details, please refer to the "Policy Benefits and Mergers and Acquisitions for Real Estate Enterprises to Purchase Projects Under Construction" on February 8, 2020.
5. Equity acquisition
1. Transfer nature: The equity acquisition law is essentially a legal person's rights acquisition, and the subject matter is a company, which is essentially different from the purchase of land assets, but the ultimate goal is all for land, which is a current adaptation method to avoid the inability to directly transfer state-owned construction land.
2. Acquisition model: Equity acquisition is divided into direct equity acquisition and land asset divestment before acquisition. The tax and fee for direct equity acquisition are relatively low, but the operating risks of the target company must be borne in the early stage. The implicit risks of the previous company can avoid the previous company's implicit risks, but higher taxes and fees must be borne (the divest pays taxes but increases subsequent deduction costs, which is essentially the cost of cash paid by the tax).
6. Cooperation development
1. Cooperation model: one party pays the land and the other party pays the money, distributes the project profit or property according to the agreement. In conventional operations, there are two types of actual equity capital increase or nominal equity capital increase:
1) Actual equity capital increase: the two parties shall increase the capital according to the land appraisal price and the equity ratio after the joint venture, and the investor shall increase the capital according to the equal amount (the amount is converted into the shareholding ratio as the registered capital, and the remaining capital increase is capital reserve), and the registered capital, capital reserve and project profit of the project company will be distributed according to the shareholding ratio.
2) Nominal equity capital increase: the investor increases capital according to the pre-agreed shareholding ratio, and obtains profits based on the actual development funds invested in the total investment of the project (the total investment of the project is the land appraised value and development investment), or dividends are distributed according to the pre-agreed proportion.
2, Financial Focus
1) Actual equity capital increase: It is an optimized version of direct equity transfer, and ultimately all the net assets of the project are distributed according to the equity ratio. The capital increase process does not involve the direct transfer of land or equity, which can delay the risk of tax payment in direct equity transactions.
2) Nominal equity capital increase: Because the land appraisal price accounts for the vast majority of the total investment of the project, the acquirer only obtains less project profits, and at the same time, the tax recognition risk of agreement dividends for large equity and small equity may occur (to solve the problem of financing, nominal equity holdings of the acquirer are generally used)
3) Project financing: In the case of holding, merger and acquisition loans can be used.
4) Property allocation: If you cooperate to develop and use the separate houses for your own use, you can enjoy the tax exemption for land tax increase.
7. Project construction
1. Cooperation type: The construction model is divided into two models: advance construction and no advance construction. The focus of the construction model is to ensure the safety of funds and the return rate. The specific focus is as follows:
1) advance construction: The acquirer needs to invest part of the development funds or borrow to start the project. In addition to considering the return on investment and irr, this model must pay attention to the safety of the project. Since there is strict supervision on the lending of funds from non-consolidated enterprises after listing, the payment channels are limited, and the security of the loan funds and construction costs must be ensured.
a. Advantages and disadvantages: The return rate is generally high in this model. The disadvantage is that the path to lend funds is difficult. At the same time, it is necessary to prevent the security of funds caused by risks in the cooperative enterprise. The core difference between this model and the cooperation development model of one party and the other party pays for the cooperation development model is that it generally agrees to guarantee the bottom-up income and ensures the safety of the lending funds. Cooperative development is generally a sharing of profits and risks.
b, tax extension: If the packaging is made by one party and the other party pays for the money, and after completion, the house is divided into its own business, the land tax can be exempted. For specific property needs, it can be discussed and implemented. However, the project application must be jointly submitted by both parties, and the rights are divided and confirmed when the rights are confirmed.
2) No advance funding and construction: purely brand output, stable returns.
a, income setting: Under the construction agency model, fixed income (with the increase in cost/income or the construction fee is charged according to the construction area), or floating income (excess share/profit share, etc.).
2. Financial concerns:
1) Project financing dilemma: Non-controlled construction projects generally cannot use the construction agency financing channels, and it is difficult to break through the project financing difficulties (generally, the landlords are looking for the construction agency’s demands).
2) Nominal equity: It can solve the above problems, and obtain construction fees through capital increase, and subsequently through agreement dividends.
a. Advantages: It can solve financing problems, and at the same time, the construction fee becomes after-tax profit, increase construction income, and can also achieve process consolidation for high-quality clean projects.
b. Disadvantages: occupying the financial resources of the construction party, and entering the equity will increase the safety and profit risks of the construction party (the dividends are legally distributed by shareholders. If the project company has contingent liabilities or tax recovery, the creditors will take precedence over the shareholders. If the project company is insolvent, the risk of early construction fee dividends being recovered). At the same time, the relevant matters that occur during the nominal holding period must be borne by the construction party.
3) Conditions for performance: Some projects will require the construction party to provide a guaranteed profit commitment, because the guaranteed profit comes from the control of income, land costs, construction costs, taxes and expenses. If a construction project involves the common costs of the previous project, the cost needs to be allocated. The allocation rules should be clarified in advance. In addition, tax calculations are calculated, especially the rules for land tax increase calculations have great uncertainty and uncontrollability, and there is a great risk of performance of guaranteed profits. It is recommended that the construction agency model avoid setting hard financial indicators for compliance. If it is really necessary, it is recommended to set individual indicators that can be controlled by construction agency such as income, construction costs, and expenses.
3. Selection of contract performance entities: The construction agency fee collected in the form of non-equity is pre-tax income. It is recommended to sign a contract through the loss entity or the tax preferential entity. If the loss is not specified in the early stage or the tax preferential entity joins the construction agency in the early negotiation, the rights and obligations of the construction agency agreement can be transferred to the designated affiliated company to undertake it, and the external construction agency agreement will be re-signed when collecting (note the logic of the signing time). In order to increase the rationality of construction agency collection, it is recommended that the construction agency retain relevant personnel and company expenditures.
8. Village-enterprise cooperation
1. Transfer model: village collectively transfer collective land use rights, enterprises invest relevant construction and operation costs, and build long-term rental apartments or industrial parks for rent.
2. Financial concerns:
1) Business essence: collective land transfer construction and use rights, sign a "Collective Land Transfer Contract", the property after construction obtains profits through rental, and the property can apply for real estate certificates within the lease period. The ownership belongs to the enterprise, but the land ownership belongs to the village collective.
2) Village collective tax burden: The above behavior is collective land transfer and does not involve value-added tax, deed tax (only for state-owned land transfer, land use right transfer, house ownership), and land value-added tax (non-state-owned), but it requires corporate income tax.
3) Accounted notes: deemed to be transferred, and can be recorded by the tax bureau invoice that is not taxable on behalf of the tax bureau.
4) Obtain income: The company obtains relevant rent through rental.
5) Operation prerequisite: The core point of this model is concentrated in industrial operation and financing. Industrial operation involves the project that needs to start investment in advance before obtaining the project, and take the plan to quote it, and at the same time start financing as soon as possible to achieve integrated promotion of project delisting, design, financing and investment.
6) Financing methods: Because it is impossible to make profits through direct sales, project financing is the core of attention. Project construction funds can obtain policy loan funds through rural revitalization, long-term rental apartments, etc., such as industrial park loans (the author's industrial park handled by the author obtains the Agricultural Development Bank loan, the amount is full construction funds, the interest rate is basically the benchmark, the term is 20 years, mortgage-free, and subsequent leasing income rights can also be used to adopt reits and other models to package the income rights and issue funds to raise funds. In the future, the long-term rental/one-time sales lease rights model should be promoted and sold to reduce the accumulation of own funds.
Special matter: In addition to the above-mentioned transfer, there is also a long-term rental (up to 20 years), but the taxes and fees under the rental will be higher than the transfer and the term is shorter. The transfer method must be clearly determined during project analysis.
9. Government land acquisition
1. Operation background: Since the public bidding and auction system for state-owned construction land and public assets in 2002, local governments have limited access to investment through land agreements. The bidding and auction system requires that land transfers must be open and transparent, but bidder qualifications and conditions can still be set in advance according to the construction needs of local governments. In this case, for enterprises with special resources, the government can still set targeted transfers by setting bidding and auction thresholds in advance.
2. Common conditions: The government sets certain thresholds for bidders' foreign identity, fund proof, development qualification, industrial background, development level, operational ability, investment requirements, tax payment ability, popularity, etc., but it is difficult to achieve targeted transfers. The auction opportunities can be increased through specific conditions such as industrial new city operation capabilities, cultural and tourism development, introduction of high-end manufacturing supporting facilities, and ranking of Fortune 500. For example, if a certain three old renovation project, the equity of public assets needs to be auctioned publicly. The bidding documents stipulate that the project must be jointly connected to a certain plot and developed together. If the project is acquired in advance, it can be delisted successfully (in actual operation, the plot will be acquired first and then the state-owned assets company will be promoted to list public assets). At the same time, the development of cultural and tourism development and prefabricated manufacturing industries will help attract local governments to set up targeted transfer conditions to obtain high-quality residential supporting plots.
Financial concerns of land acquisition channels for reserve land
1. (Reserve land) Three old renovation definitions
Three old refers to old towns, old villages, and old factories. During the urban development process, the original urban suburbs become a sandwich layer between new cities and old cities. In order to coordinate regional development and increase land supply, it is divided into three types.
The old state-owned factory buildings can be purchased and stored through the property owner (industry to residential/business) or changed the land attributes and supplementary transfer fee (industry to residential/business).
The renovation of old village construction land (acquisition of the leasing rights of village collective construction land) is mainly promoted through the first-level sorter model.
The renovation of old villages can adopt the agreement transfer model.
2. Land renovation for state-owned factories
3 old renovation process: The three old renovation projects must adjust the original land attributes (land planning) and construction indicators (urban control regulations) at the same time. Local governments set up three old renovation offices to promote.
1. Industrial and residential mode
are two independent actions. First, the government will register the enterprise to collect and store industrial land (the return ratio and rules vary in each region). After the land is collected and stored, the relevant indicators will be adjusted publicly and auctioned for sale, and then the original owner will be compensated in proportion. The original owners participate in the auction and land acquisition and storage are independent of land acquisition and storage. In terms of tax treatment, they are divided into two independent links: industrial land acquisition and storage, return (land acquisition and storage involve income tax, and do not involve business tax/value-added tax, land value-added tax) and new land auction. The land cost of industrial land cannot be included as subsequent development costs.
1) Financial concerns:
a, profit model
0 industrial transformation model, enterprises reduce the cost of land acquisition in the second-level bidding and auction by in advance by intervening in the first-level land consolidation and obtaining government returns.
b, taxes and fees
storage and collection involve income tax (the property rights are paid by enterprises and individuals pay personal income tax). There is basically no other tax type, and there is less room for corporate income tax operation, and it is difficult to use policy-based relocation deferred discounts.
Personal ownership, Guangdong region will not temporarily collect personal income tax (deemed as demolition compensation, not temporarily). In actual operations, it can be considered to change the ownership of the enterprise to personal ownership and then collect and store it.
c, VAT input
If the original industrial assets involve divestment and then acquisition (if the original enterprise owner has too many assets, it needs to be divested separately), the investment and divestment involves VAT input, but subsequent acquisition and storage do not involve sales, resulting in the unusable land input obtained in the early stage (transferred according to net asset value). In the future, the income tax deduction can be increased through input transfer, or the input can be utilized through related transactions, corporate mergers and acquisitions, etc. ,
2) Trading mode
a, equity acquisition
0 to purchase equity of the company to which the land belongs, the acquirer controls the land acquisition and storage process and uses the company to collect returns. This model is divided into two ways: direct purchase of equity and the other party divested a new company and then purchased equity. In actual calculations, the return after tax and the income from the acquisition payment must be calculated.
b and asset acquisition
directly acquires the factory property rights, and the acquirer applies for land acquisition and storage. In some cities in Guangdong, such as Shunde, Foshan, self-built industrial factory sales can apply for 5.5% land tax increase approval and collection. In this case, it is faster than equity acquisition and controllable costs. You can choose to receive subsequent returns or tax preferential entities to reduce the income tax burden, and even win tax exemption through personal purchases to reduce the tax collection and storage tax fees.
c, income bet
is essentially a commercial bet between both parties in the transaction. The contract profit and loss does not involve value-added tax, and no invoice is required. By signing a bet agreement with the owner, the price sharing of land bidding and auction is locked. This model does not involve ownership transfer, which can reduce the transaction tax and fees for the acquisition of assets/equity and obtain first-level consolidation income. The disadvantage of
is that it cannot directly control the three old renovation process, and increases the risk of default when land prices rise sharply, and can only set corresponding breach of contract liability to constrain partners.
gambling agreements have different situations where the acquirer makes up the difference or obtains profits. From the perspective of tax burden optimization, the difference is recommended from the profit entity, and the premium is collected from the loss/tax preferential entity. The rights and obligations of the contract need to be agreed with the partner to be implemented by the acquirer to designate the affiliate and sign a new contract again.
3) The three old models of personal collection and storage are innovated by
a, model overview
0 Looking for partner model promotion, especially local individuals with resource background, through the acquisition of start-up funds, the other party is responsible for coordinating the implementation of the promotion. Because the three old renovation involves a lot of abnormal payments, and at the same time, the tax collection and storage fees are minimized, the acquisition and storage tax can be obtained through the acquisition/tax preferential entity providing funds to the individual partner and collecting part of the interest. The individual purchases the three old properties and collects (can enjoy personal storage and tax exemption). The acquisition and the individual bet agreement between the acquirer (the income is signed by the loss entity, and the loss is used as the profit entity) and obtains the income from the three old renovation.
b, personal model operation process
conventionally include direct equity acquisition, capital increase first and then acquisition, real estate investment divestment, real estate investment divestment, capital increase first and then acquisition, and company division and then acquisition. 3. Land consolidator mode
1. Operation mode
For some land to be developed that need to be demolished and terminated, the government will introduce first-level land consolidator to implement it in detail. The funds for demolition and termination of the lease will be provided by the first-level delegator, and the advance funds will be returned after the land bidding and auction will be completed and some of the land consolidation income will be shared.
2. Case reference
Nanhai District, Foshan City. After passing the village collective voting, a village collective will be set for the guaranteed income (such as 4 million/mu). Land consolidators can be introduced through public platforms. The government will set the highest upper limit for the land consolidation cost. Land consolidation costs exceeding the upper limit will not be compensated. At the same time, the highest income of the land consolidator is set to 50% of the non-government part (about 50% is the government income) of the premium of the listing price and the transaction price (that is, the transaction premium is 25%). The land consolidator can bid for the land consolidation fee and income share ratio.
3. Financial concerns:
1) Key control points
core is to treat tenants who need to be demolished and terminate long-term leases in listed land, lock in the cooperation agreement of the core household owners, and establish an exclusive advantage over other bidders.
2) Pre-tax deduction and tax declaration
The demolition of the land consolidator can be paid based on the demolition agreement and bank statements. The demolition fees in the excess premium must be paid according to the construction industry. The compensation does not require VAT payment, and the income tax should be paid for the income.
3) Cooperation model
In practice, it is generally a joint bidding with local social resource enterprises or a company that has obtained land consolidation rights. The real estate enterprise pays funds, and the other party is responsible for coordinating the promotion. Under this model, a joint venture company is generally established to promote it.
4. Old village and residential agreement transfer
. Enterprises will make land reorganization compensation for villagers' demolition, or villages and residential areas will complete internal resolutions and transfer land in a unified manner.
Financial concerns of the transaction model link
1. Asset acquisition
1) Application scenarios
conventional bidding and auction, judicial auction, transfer of under-construction projects (old factory buildings), three old renovation assets, etc., adopt this model in the situation where the tax burden is controllable.
2) Operation rules
assets can be directly transferred.
3) Financial concerns
transfer does not involve invoice taxes and fees.In land transfer, some areas under the village collective model can adopt the approved collection and invoice (small-scale value-added tax 3% / general taxpayer 9%, land tax 5.5% / 30%-60%, income tax 2.5% / 25%) under investigation. Judicial auctions and transfers of under construction projects are generally taxed according to regular real estate transfers. Especially in judicial auctions, the taxes paid by the transferor shall be borne by the winner and cannot be deducted before tax, which has a great impact. The purchaser of the transfer of under construction projects on the 2020 2020 can choose to use simple tax calculation to pay value-added tax.
2. Equity acquisition
1) Application scenarios
Because land cannot be transferred directly, development land is obtained through equity acquisition.
2) Operation rules
are conventional methods such as direct equity acquisition, capital increase first and then acquisition, real estate investment divestment and then acquisition, real estate investment divestment and capital increase first and then acquisition, and company division and then acquisition.
3. Protocol betting
1) Application scenarios
3 Old renovation involves collection, storage and return. You can obtain first-level sorting income through the protocol betting price model, and at the same time reduce transaction taxes and fees.
2) Operation rules
and the three old renovation rights holders (owners or lessees) set a bet on the transaction amount of bidding and auction after the acquisition and storage of the project built by the database. The premium part is divided, and the insufficient part is supplemented. During this process, the acquirer can use relevant resources to assist the right holder to promote the acquisition and storage.
3) Financial concerns:
1, Advantages
1) Light tax burden
does not involve direct transfer of assets, and only charges or compensates for the difference in bets, which can effectively reduce real estate transaction taxes and fees. In addition, it is agreed in the cooperation agreement that the acquirer may transfer his rights and obligations to the designated party, and reasonably make use of the losses or profit-making entities to reduce the tax burden on the gambling profit and loss.
2) The amount of funds is small
does not carry out asset acquisitions, and there is no need to pay the acquisition funds directly. Generally, only a deposit will be paid after signing the agreement. In special circumstances, part of the operating funds will be paid, which is less than the amount of funds for direct asset acquisitions.
2, disadvantages
1) Weak asset control rights
0 Asset ownership is not allowed, and the acquirer only binds the partner to promote the renovation of the three old products through contracts. When the land price changes greatly, the partner may experience a risk of default or price increase.
2) Revenue is limited
Because the acquirer invests less funds, the share ratio in the betting agreement is also limited.
3, risk prevention
1) Increase the cost of default
Increase the cost of default by setting higher deposits and default clauses; by mortgageing the three old renovation assets of the partner, the possibility of the partner's partner's negotiations with the third party is increased (freezing assets through judicial seizure).
2) Serve management personnel
to accelerate the process of renovation of the three old companies by dispatching management teams to the partner company.
4. Agreement dividend
1) Application scenarios
acquisition and acquisition transactions, the other party often requires actual collection after tax. Because equity transfer involves high income tax (especially corporate shareholders), when the Company Law allows agreement dividends but the tax law does not explicitly prohibit it, consider the tax exemption regulations for resident enterprises, and the cooperative shareholder retains part of the equity to carry forward the project, and pays the original equity transaction funds in the name of dividends through the tax exemption agreement, which can effectively reduce the corporate income tax for equity transfer. This model is only applicable to legal person shareholders.
2) Operation rules
The two parties to the transaction agreed to the actual amount of equity transfer, and the above amount will be paid in the form of dividends from the project company. At the same time, the funds can be first given to the partner through the company's loan, and the previous loan can be reversed through the dividend payment. If the loan involves individual shareholders and there may be deemed dividends for more than one year, it is recommended to borrow funds through company or regularly clear individual shareholder loans.
3) Financial concerns
1. Transaction essence
0 The above model belongs to the innovation of the transaction model. From a legal relationship, the agreement dividend is more similar to the cooperative development model. The shareholders of the partner bear the company's operating risks according to the proportion of the equity they hold. The agreement between the two partners cannot compete with the third party, so this model requires the full trust of the partner.
2. Tax Catalog
The tax law does not specify whether the agreement dividend needs to be adjusted for tax. The large difference between the equity ratio and the dividend ratio will cause doubts from the tax authorities. It can be explained to the outside world as cooperative development. One party pays money and the other party pays the land, and dividends are distributed in proportion. Because the land appraised value is higher and the dividends are more, the equity ratio only represents the operating control rights and subsequent trading rights and is not directly used as the basis for dividends.
3, upgraded trading model
For individual shareholders, the transfer of equity to their control company through the partner, or the dividend company will be grafted through the holding company's capital increase, and then the dividend will be distributed in the subsequent agreement. However, under this model, individual shareholders do not pay dividends at all, which will cause doubts. If some dividends are paid, dividend personal income tax needs to be considered. If the acquirer withdraws after dividends, it is necessary to consider that the project company has large undistributed profits (such as individual shareholders do not pay dividends), and there will be a tax risk (lower than net assets) when the acquirer withdraws.
5. Minggu Shidai
1) Application scenarios
Fund-based construction model involves the rationality of the loan method of the construction party (in addition to the dismantling of funds from the consolidated companies, the purpose of raising funds is prohibited from being re-lent from external borrowing). The problem of capital lending can be solved through nominal holding.
2) Operation rules
reverse signing of dividend agreements, but it is necessary to prevent tax disputes caused by excessive differences in equity ratio and income ratio (may be regarded as direct equity transfer). It is recommended that after completing the financing, the partner subscribes to increase the capital and adjust the equity ratio of the construction party to match the dividend ratio.
3) Financial concerns
1. Construction fee tax-free
equity form construction fee is tax-free income, which is more beneficial than conventional construction fee;
2. Equity risk
0 equity form enters the construction party belongs to the company's shareholders in terms of legal relations, and should bear operating risks for their investment registered capital (the amount of subscribed is also deemed to be an investment commitment to the company). The agreement between the two parties to the cooperation cannot counter the liability of the external third party to the company's shareholders. It is recommended to reduce operating risks by increasing collateral from partners.
3, Financial indicator assessment
For the construction model with funds, it is normally evaluated according to conventional equity acquisition projects.
Financial concerns in the investment calculation process
1. Decision-making basis
1) Financial indicators
Most real estate companies require an irr requirement of greater than 25%, the net profit margin attributable to shareholders is greater than 10%, and the cash flow recovery time is less than 1 year. The first two are the core key indicators.
2) Urban layout
strategic layout project indicators can be adjusted appropriately.
3) The area of spreading big cakes to acquire land
is deeply rooted in the city. In actual calculations, the positive impact of the rise in land prices of newly acquired projects has prompted the sale of existing inventory at a higher price and faster collection. This factor should be considered in practice.
4) Fund contribution of merger and acquisition project
The merger and acquisition project has a very high tax burden due to the lack of land costs, which affects the project's profits. If the other party's asking price is too high, the project will not meet the financial indicator requirements. In practice, due to the liquidation of land tax increases, the land tax increases can be exchanged for space, and the land tax increases paid afterwards can be regarded as loans made by interest-free contributions to the project, and the funds are reinvested into new profitable projects to obtain profits. Profit indicator restrictions can be appropriately relaxed for mergers and acquisition projects, focusing on the project irr situation.
2. Calculation rules
1) Application scenarios
Because land cannot be transferred directly, development land is obtained through equity acquisition.
2) Operation rules
are conventional methods such as direct equity acquisition, capital increase first and then acquisition, real estate investment divestment and then acquisition, real estate investment divestment and capital increase first and then acquisition, and company division and then acquisition.
1) Equity Investment/Acquisition (Parent Company Logic)
1. Calculation Theory
1. Calculation Theory
Think about investment calculation from the perspective of parent company's income. The parent company obtains equity through investment/purchase. The expenditure is the consideration obtained by the project. After the project is completed, the dividends allocated to the project company to the parent company and the original investment attributable to the parent company will be recovered, and the long-term equity investment will be written off.From a cash perspective, the funds recovered by the parent company minus the investment funds difference is investment income/loss. From the income statement supervision, the dividends obtained by the parent company's investment process are used as investment income, and the profit and loss generated after long-term investment is used as investment loss. The addition of the two accounts is the final investment income.
2, case analysis
1) Project background
a's original shareholder is b, and company a's original registered capital is 10 million. Now company C acquires 100% of the equity of company a from company b, and the equity acquisition price is 100 million. Company a expects that the net profit will be generated in the operation process of 120 million, and company a will be written off after the development of company a is completed.
2) Accounting Entry
a Company:
a, Industrial and Commercial Changes:
dr Paid-in Capital-b Company 10 million
cr Paid-in Capital-c Company 10 million
b, Shareholders' Meeting Announces Dividends:
dr Undistributed Profit 120 million
cr Dividends Payable 120 million
dr Dividends Payable 120 million
dr Dividends Payable 120 million
cr Bank Deposits 120 million
c, company cancellation and liquidation:
dr Paid-in capital-c company 10 million
cr Bank deposit 10 million
c company:
a, acquisition of equity of company a:
dr Long-term equity investment-a company 100 million
cr Bank deposit 100 million
b, receiving dividends allocated by company a:
dr Bank deposit 120 million
cr Investment income 120 million
c, Company A liquidation and cancellation:
dr Bank deposit 10 million
Investment income 90 million
cr Long-term equity investment 100 million
c Company investment income = 1200-9000=30 million
3) Logical summary
premium acquisition or a new company is established on its own, and its calculation logic can be calculated from the perspective of the parent company's investment income. For a company acquired from a third party at a premium, its equity premium (equity acquisition price - net assets of the subsidiary at the time of acquisition) is essentially the valuation of the subsequent profits given by the acquirer to the target company, and it is also a compensation for the original shareholders to give up the income from the target company.
2) Asset acquisition
calculation logic: The investment profit after the income generated after the acquisition minus the expenditure on acquisition and subsequent development, the rules are relatively simple.
3) Three old renovation
1, calculation logic:
1) Collection and storage re-transfer mode
In this model, most industrial renovations are converted into residential housing. When calculated, they are divided into two stages: three old renovations, collection and storage + normal bidding and auction. The three old renovations are based on the net after-tax income after deducting the costs obtained by the government's return income and deducting the costs obtained by the three old renovations as the first-level sorting income. Normal bidding and auction are calculated according to the regular calculation. The final merger of the first and second level calculation results is the final project calculation results. Since the first level return amount is based on the second level bidding and auction transaction price, it needs to be calculated in a coordinated manner.
2) Agreement transfer
Agreement transfer (mostly industrial transformation and commercialization) is essentially the land adjustment indicator and the land transfer fee is paid. The calculation logic is that the original land is transformed into development land through transformation, and the transfer of property rights does not involve the transfer of property rights in the process. The original land cost is the industrial + supplementary land transfer fee. The calculation rule is the net income generated by the project company after the agreement transfer.
4) Construction + unconstructed projects
1, calculation rules
legal person pricing principle, using the total profit of the legal person as the basis for equity consideration.
1) The built part
is calculated based on the overall profit and loss of the legal person outside the undeveloped installment based on the overall profit of the project and the legal person before the acquisition. The sold part is calculated based on the book profit and loss (including tax costs). For properties that have been built and unsold, the price approved by both parties will be adopted to carry forward income, costs, taxes and expenses, simulate the part of the profits that have been built and unsold, and calculate the total profit of the developed projects.
2) The unconstructed project
calculates the installment profit according to the new project calculation rules. If the common cost is involved, it must be reasonably shared.
2. Understanding of profit and loss of construction projects
From the perspective of financial statements, if there is a loss in the profit and loss generated by the developed project (sold + unsold) needs to be offset by the profit and loss of undeveloped installments. From a financial perspective, if there is a loss in the developed project, it means that the income is less than the expenditure. After the loss, it will lead to a decrease in the registered capital owned by the acquirer after the acquisition of the legal person (equivalent to the company's registered capital that has been lost in the developed installment, and the acquirer actually represents the original registered capital of the legal person. Therefore, the loss leads to the loss of registered capital loss and requires deduction of the consideration), or it may cause the undeveloped installment to repay the previous losses and accounts (if there is a list of unpaid accounts in the expenditure, the acquirer must repay the developed part of the payment on behalf of the legal person after the acquisition of the legal person). Therefore, for the developed installment, the overall profit and loss need to be restored, simulated and calculated, to adjust the overall consideration of the legal entity.
3, Financial Focus
1) Losses caused by previous operations
This loss represents the project income obtained by the partner in a non-dividend manner. For tax costs payable that were still on account before the acquisition, the process of reversing the payable is deemed to be paid as the payment of the consideration.
2) Pricing of properties for sale
0 The price of properties for sale for the two parties does not mean that the acquirer directly pays the selling price to the partner, but uses the selling price to simulate sales and calculates the profit of the property. For the property for sale, the funds that the partner can obtain are the development costs (the property cost) invested through the price and the profit generated by the property (deducting costs, taxes, and expenses). The essence is that the partner sells directly to the outside world at the price and should obtain, rather than paying the selling price directly.
3) Expenditure ratio of the developed part
When the developed projects involve land value-added tax and other expenses that have not actually incurred, it is recommended to use a conservative method to calculate the expenditure that should be matched, and reduce or risk by deducting its payment consideration and delaying payment.
5) Asset Package Acquisition
1, Calculation Rules
For residential bundling of cultural tourism, golf, hotel, three old renovation land and other product formats, in actual calculation, different asset packages are used to calculate the rules separately, and the profits can be merged, but for long-term assets, such as golf, cultural tourism, discounted profits need to be considered.
2, Financial Focus
Asset Package calculates the profit situation of individual assets that need to be split independently, but in this process, it is recommended to consider the use of capital surplus (there is a surplus in the residential area is directly used for other assets), otherwise the discount effect of long-term assets will not be ideal (construction investment continues to roll interest), and the calculation is combined and calculated.
6) Cooperative construction
1, calculation rules
0 cooperative construction adopts a management fee model (fixed share according to building area, cost bonus, income ratio, and floating rewards set up, etc.). The calculation of conventional construction projects is relatively simple, and can cover labor and management costs and obtain a certain proportion of income. The comprehensive rate of return of conventional construction is around 5%. However, it is necessary to pay special attention to whether performance clauses are set, such as setting up guaranteed profits and the latest fund return time, etc., because there is great uncertainty in these factors, which affects the realization of returns. Therefore, calculation basis can be given during negotiations, but no commitment is made in principle during contract signing. Therefore, the prerequisite for calculating construction fees must be clear and the risks should be indicated.
2. Assessment rules for building with funds and construction with funds
in principle does not have funds and construction with funds. For those that really need to be implemented, the assessment standards are implemented according to equity mergers and acquisitions projects. It is recommended to promote them through equity participation, agreement dividends, and project exit. However, the equity form entering the + agreement dividends + guaranteed commitment model is still difficult to avoid fund losses caused by the project company's contingent risks. Moreover, under the fixed dividend model, our company bears the same external risks as conventional shareholders, but does not enjoy the excess operating income of the project (but in contrast, this model also locks in the risk of profit fluctuations, especially under downward pressure, it is also a feasible solution if the profits in key areas are not high).
Financial focus of the transaction negotiation process - Taking a listed real estate company as an example
1, consolidation rules
1) Consolidation premise
is reflected in control rights, defined as the shareholder has power over the company and has variable returns to the company, and the shareholder can use the rights to affect variable returns, and the project company that meets this definition can be consolidated.
2) Consolidation and refinement standard
regular consolidation requirements are 51% equity and voting rights. For those who do not meet the statutory equity ratio in the cooperation agreement and agree to be consolidated in the negotiation, the following judgment rules can be referred to, and the rules of the same share are adopted, and the voting rights of shareholders of the consolidation party are tilted to exceed 50%, and the board of directors accounts for the majority. The specific conditions are:
1, 3 cooperation companies: the shareholding ratio of the consolidation party shall not be less than 35% (equivalent to having a veto on special matters) , and in principle, meet the 3+2 model (general manager (legal representative), financial director, property + 2 Class A functions (class A functions are design, cost, bidding, marketing, and class B functions are engineering, development, administration));
2, more than 3 companies: the shareholding ratio of the consolidated party shall not be less than 30%, and in principle, meet the 3+1+1 model (general manager, finance, property + 1 a+1 b)
0 The above provisions for tilting voting rights must be clarified in the company's articles of association and cannot be only agreed by the cooperation agreement.
3, agreement arrangement
. The provisions on the existence of one vote veto rights, business double signing and other regulations in the cooperation agreement will also affect the judgment of consolidation rights. It is recommended to use the supplementary agreement to stipulate separately:
1) Voting rules to be restored: Although the partner waives part of the voting rights, it is generally required that all matters related to cooperation adopt a unanimous vote to control risks. The revision of this rule can be implemented through the supplementary agreement.
2) Business double signing: The business double signing is clearly defined in the supplementary agreement. The external explanation can be explained that we respect the participation of the partner and actively set the double signing rules, which generally does not affect consolidation.
3) Deployment of key departments: For those who do not meet the management structure of 3+2 or 3+1+1, finance is a key position that must be controlled, which directly affects the consolidation. If other positions are indeed unavailable, it is recommended that only the appointment of relevant personnel shall be reviewed and appointed by the board of directors in the main agreement, and we control the voting rights of the board of directors. In this case, even if we do not meet the conventional structural model, we can still strive to require the cooperation party to participate in the management through our leadership, and we control the board of directors and have the right to appoint it to indicate that we have control and strive to consolidate.
4) Consensus Agreement: For multi-party cooperation projects (three parties and above), if the partner does not agree to achieve control by tilting voting rights, it can be implemented through the joint concerted actor model, that is, we obtain control by signing a concerted actor with the other party or multiple parties, clarifying that other partners and us maintain consistency in decision-making matters.
5) Restrictive clauses: For terms that must be passed by two-thirds in principle in the Company Law, such as the addition and decreasing of registered capital, merger, division, amendment of the company's articles of association, if the voting ratio agreed in the cooperation agreement exceeds 2/3, and if the existing merger rights still do not exceed the agreed modification ratio, it will not affect our consolidation (in essence, if our shareholding ratio exceeds 50%, less than 2/3, the voting results of the special matter cannot be directly determined, and the matter is not a daily business matter and does not affect control rights).
6) Corporate Governance: Among brand real estate companies, the consolidation rights and the trading rights will be separated, and the trading will not be consolidated, and the trading will not be consolidated. Although this operation can reduce the differences in interests between the two parties involved in the cooperation, the separation of the unification rights and management rights can easily lead to the difficulty of realizing the unification rights and management out of control.
2. Key performance conditions
1. Land idle
1. If the project involves idle land, the partner needs to solve the problem of idle land first;
2. If the land degeneration
involves changes in the nature of the land, it must be used as a precondition for the performance;
3. Land use indicator
0 involves missing construction land indicators, the land use indicators must be adjusted first. In some cases in the early stage, some local governments transferred the construction land indicators after the land transfer, resulting in the project having a land certificate but missing land use indicators, which is an illegal land use;
4. Land capacity increase
0 involves adjustment of floor area ratio, it must be completed first;
5. If the adjustment of the regulations involves planning adjustments, it must be completed first;
6. Ownership disputes
. If the ownership disputes involve mortgage, pledge, seizure, etc., it must be unblocked first;
3. Funding rules
1. Different investments for the same shares
. In principle, most real estate companies' cooperation projects must be invested in the same shares. In special circumstances (if the agreement is that the other party leaves the land, we issue development funds or other special conditions), if more investment funds are required, the part of the funds must be collected from the project company at an annualized 15% interest rate (not directly borrowing to the partner to avoid restrictive regulations for raising funds for external loans by listed companies). It is also clear that after the project has surplus funds through financing or collection, we must first repay more funds.
2. Fund interest
Normally, the same shares and rights are invested in the development funds of the project company. Since the interest cannot be deducted from the value-added tax, the project invoice tax will be increased. From the perspective of tax optimization, it is more beneficial to collect less and not collect interest.
3. Financing Guarantee Fee
For projects with different insurance shares, the project company will be charged a guarantee service fee of 3% for projects with different insurance shares.
4. Credit occupation fee
For multi-party cooperation projects, a 1% quota occupancy fee will be charged for joint venture companies to occupy our credit limit (all of the joint venture projects occupy our credit limit, resulting in our use of the quota according to the equity share).
5. External loans
In principle, loans to non-consolidated enterprises are not allowed. If external loans are indeed required (such as the three old renovations or the advance payment of dividends in the agreement), you generally need to find a suitable caliber to collect interest.
6, transaction consideration payment
, signing the framework agreement, , generally paying deposit or fund co-management, the amount is about 10%. If the project involves performance conditions such as land certificate processing, capacity increase, regulation adjustment, etc., a certain proportion will be paid after the above conditions are completed. In addition, after the equity transfer, most of the price will be paid, and a part of the equity funds will be delayed at the same time (such as one year). The setting of payment conditions depends on the project, but the equity acquisition project has great risks. Regular payments need to have a certain buffer period to reduce the acquisition or risk. At the same time, from the perspective of funding efficiency, such as paying the main price after the development loan or the opening of the market, it can effectively improve the project's irr and free fund return rate.
4. Debt bearing rules
1. Internal loan
. Shareholders invest in internal loans, which are debt bearing acquisitions at the time of acquisition. Generally, new shareholders borrow money from the project company to repay the original shareholders' loans.
2, external loans
adopts the net asset acquisition model. External loans, such as bank loans, are loans to the project company. After the acquisition, it can be implemented according to the previous agreement.
3, contingent liabilities,
, outside the reconciliation of contingent debts, generally agreed to be borne by the original shareholder, and the guarantee shall be provided through the payee or the equity acquisition payment shall be postponed.
5. Transaction tax
1. Pay each tax
. In principle, both parties to the transaction pay each tax.
2. Tax payment
involves the transaction model of actual payment by the partner. The relevant transaction consideration needs to be restored to before tax. The transaction tax and fees of legal person shareholders may be reduced through the form of agreement dividends. Due to the great uncertainty and risks of tax planning, it is recommended that the impact of tax planning be not considered in the transaction.
6. Pricing rules
1. Positioning rules
equity merger and acquisition model. Generally, the equity value is calculated based on the net asset appraisal price, and the loan from the original shareholder is replaced, and the merger price is the total asset price.Due to the lack of original invoices in all equity mergers and acquisitions projects, the project tax burden rate is too high. In this case, the asset appraisal cannot be directly referenced based on the surrounding analog market prices, but should be based on the net income realized by the assets.
2. No invoice cost conversion
calculates the net investment profit of the merger and acquisition project (premium acquisition), and can reversely introduce the land price of direct bidding and auction (parity investment). The conversion price is the same rate of return. The comparison of the land cost converted by the two modes is a more intuitive land acquisition judgment data, but the data is the time point. Due to the subsequent income and cost adjustment of the acquisition project without invoices, the conversion of land bidding and auction is more profitable. For example, the cost of a single party for the acquisition is 1,000 yuan. If the net profit margin attributable to the parent is required to be 10%, it is concluded that under the same requirement of 10% net profit margin attributable to the parent, the cost of land that can be afforded is 3,000 yuan. If the local normal land transaction price is 3,200 yuan per square meter, under the fixed conditions, the land cost of the acquisition is better than that of the normal land acquisition. However, if there is expected that the market will have a relatively large room for upward rise in the future, it may be more beneficial to obtain land with a full invoice of 3,200 yuan, because during the price increase, the income of the merger project will contribute less to the net profit after tax.
7. Framework agreement signing and price adjustment
1. Framework agreement signing
. After the preliminary due diligence and calculation, the partner will agree on the pricing rules and payment methods for asset acquisition, the framework agreement can be signed first to lock the project. However, the framework agreement must clarify the preconditions for contract performance and make clear statements on factors affecting the transaction price, and reserve the conditions for price adjustment after due diligence.
2, price adjustment
After the due diligence, the pre-performance conditions specified in the framework agreement are confirmed, such as whether the idle land can be resolved, whether the value-added can be implemented, whether the land can be reborn, and whether the planning can be adjusted. At the same time, the factors affecting pricing such as the project's capacity area, debt situation, delivery period expenses, etc. are adjusted to determine the transaction price of the final agreement.
Financial focus of due diligence link
—Take a listed real estate company as an example
Financial due diligence work is mainly divided into four stages: preliminary preparation, on-site due diligence, due diligence report issuance, and due diligence problem handling.
Article 1 Preparation
in the preliminary due diligence and calculation, and after reaching an agreement with the partner on the pricing rules and payment methods for asset acquisition, a framework agreement can be signed first to lock the project, but the framework agreement must clarify the preconditions for contract performance and make clear statements on factors affecting the transaction price, and reserve the conditions for price adjustment after due diligence.
preliminary preparations include forming due diligence teams and collecting due diligence information.
(I) M&A finance participates in project due diligence work led by the investment department, and is responsible for forming a financial due diligence team and carrying out financial due diligence work.
1. Members of the due diligence team: For projects that have not yet started construction, financial and legal due diligence are mainly used; for projects under construction and sale, engineering, marketing, cost, etc. need to be added to the due diligence; for projects involving commercial, hotel or property management, relevant professional colleagues must be assigned to participate in due diligence.
2. The Group Financial Funding Center coordinates financial due diligence work. Investment and expansion projects within each region shall be organized and issued due diligence reports by the Regional Finance and Funding Department. Investment and expansion projects designated by the newly developed regions or the Group shall be coordinated and arranged by the Group's Financial Funding Center, and the financial funds departments of each region shall assist and issue due diligence reports.
(II) M&A Finance provides a list of information required for financial due diligence to the investment department. The investment department will send the "Duestion Data List" and "Project Information Statistics Table" to the partners and target companies, requiring them to prepare relevant information according to the list within a certain period of time. After the relevant information is prepared, the investment department notifies the due diligence team to carry out on-site due diligence work.
Article 2 On-site due diligence
(I) The core points of financial due diligence: Net asset appraisal value = assets - liabilities, focus on asset authenticity and liability integrity.
(II) Focusing on the core points, the financial due diligence team visited and investigated the target company and target plots on site. Combined with the intention cooperation model, reviewed written information, interviewed management and employees, obtained independent third-party information from the tax, banking, industry and commerce, land, planning and other departments of the target company's location, etc., and prepared a financial due diligence work draft.
(III) For projects with very complex business, such as many phases of development and unliquidated debts and high risks, in order to further avoid investment risks, the regional financial funds department can communicate with the investment department and introduce intermediary institutions to carry out special audit services.
Article 3 Due diligence report is issued
(I) After the on-site due diligence investigation, the financial due diligence team issues a financial due diligence report. The financial due diligence report is prepared by the regional financial funding department. After approval by the Group Financial Funding Center process, it will be sent to the investment department and relevant departments and personnel. Financial due diligence reports are for internal decision-making reference only and are not allowed to be published to the public.
(II) If the intermediary agency issues a special audit report, the financial due diligence report can be simplified according to actual conditions. Special audit reports are supplements and improvements to financial due diligence reports and cannot replace financial due diligence reports.
Article 4 Death Resolution Issues
(I) According to the results of the financial due diligence report, the M&A financial assists the investment department in revising the investment calculation and reevaluating the assets and value of the target project, and discuss and modify and improve it with other relevant functional centers if necessary. Based on the revised investment calculations and combined with the opinions of the due diligence report of each department, the investment department will further negotiate and communicate with the partners.
(II) In order to avoid inconvenience to the negotiations between the two parties due to frequent adjustments to the cooperation methods, the merger and acquisition finance can participate in the negotiation process so as to make reasonable suggestions in a timely manner according to specific circumstances, thereby avoiding and reducing related risks and improving efficiency.
Article 5 Currently, mergers and acquisitions mainly include equity mergers and acquisitions and asset mergers and acquisitions. The key points of financial due diligence for different mergers and acquisitions methods are different.
Article 6 Equity M&A Financial Due Diligence Points
Equity M&A: The company entity to which the target plot belongs does not change, and only the shareholders of the target company change, the shareholder changes will not affect the survival of the target company. All its claims and debts will continue to be valid after the equity change, that is, the acquirer must bear various debt responsibilities of the target company after the acquisition of the equity. These responsibilities include not only various liabilities recorded on the book, but also contingent liabilities, external guarantees and other responsibilities.
For equity mergers and acquisitions, the focus of financial due diligence is to focus on the authenticity of the asset and the integrity of the liabilities of the target company, and the net assets of the target company are evaluated, and the net asset appraisal value = assets-liability. The main contents and concerns of financial due diligence include: ① Company profile: Understand the status and changes of the target company's industrial and commercial, equity, organization and operation status; ② Plot situation: Master the acquisition and current status of the plot under the target company's name, and focus on the target land. ③Project situation: Understand the overall development and sales of the target company plot. ④ Financial statement analysis: Analyze the amount and adjustment matters of each account in the target company's financial statements, focusing on the authenticity of assets and the integrity of liabilities. ⑤ Other important situation descriptions (including off-balance sheet items): It is a supplementary explanation and detailed list of important matters in the due diligence content, such as demolition compensation, external mortgage guarantees and litigation, contingent liabilities, various tax types and late payment fees calculation tables, contract signing and execution status, etc.
Article 7 Key points for financial due diligence in asset mergers and acquisitions
Under the asset merger method, the acquirer directly acquires the target land, and the company belonging to the target land changes, that is, it changes from the original company to the acquirer.
For asset mergers and acquisitions, we should focus on the situation of the target plot. The main contents and concerns of financial due diligence include: ① The company and actual controller of the target plot; ② The acquisition path of the target plot, the current status of the plot, the transfer requirements and restrictions, mortgage and guarantee situation, and verification of the planning and design conditions of the target plot, the preliminary development status and payment status.
When conducting financial due diligence, timely adjust the investigation direction and ideas according to the actual situation on site, truthfully disclose the current situation, and reveal financial risks.
Financial focus of agreement signing, project handover and post-evaluation link
1. Agreement signing
1) Compliance conditions for compliance
1) After due diligence, the performance conditions agreed in the framework agreement are weighed and revised to determine whether the project is implemented. If the relevant core conditions such as floor area ratio and degeneration cannot meet the development requirements, the project needs to stop cooperation.
2) Consideration correction
revises the consideration correction for the newly discovered liabilities, assets, etc. disclosed due diligence in accordance with the framework agreement.
3) After the formal contract is signed, the
is corrected after the revision of the original framework agreement is revised, the two parties to the cooperation will sign a formal agreement.
2. Project handover
1) Project handover
After the framework agreement is signed, the general target company's seal, account, certificate, etc. have been jointly managed. After the formal contract is signed, the two parties to the cooperation will hand over various links and functions including financial information, business information, inspection information, management matters, etc. According to the nodes agreed in the contract, the two parties to the cooperation will hand over the handover list and hand over the cooperation. In order to clarify the obligations of creditors and debts before and after the cooperation, it is generally agreed that both parties to cooperate to write off the original seal and leave the bottom, and clarify the obligations of creditors and debts of new and old seals.
2) Financial handover
includes the handover of relevant financial information such as bank accounts, cash, seals, certificates, invoices, receipts, paper/electronic statements and vouchers. After the financial handover, the financial accounting construction work of the acquisition company needs to be completed in a timely manner. At the same time, for taxpayers with a tax rating D, it is recommended that the partner complete the re-evaluation of the relevant rating before handover (or the senior executives outside the regional general manager temporarily act as legal representatives to avoid subsequent ratings).
3) Industrial and commercial transfer
completes the equity change of the target company in accordance with the agreement.
3. Post-project evaluation
1) After-contract period, if the evaluation
has agreed warranty or guarantee liability, the merger and acquisition risks during the guarantee period must be carefully controlled. If related matters occur, timely adjustments and transaction payment considerations must be made.
2) After the operation period, the
project will enter the operation stage after completing the acquisition. For the merger and acquisition projects, we need to regularly monitor whether the project profitability is consistent with the land acquisition calculation stage and analyze the reasons, and summarize experience to avoid similar technical problems in subsequent projects.
