What aspects should issuers and intermediaries pay attention to about third-party payment? What are the verification and disclosure requirements?

the third-party payment usually refers to the situation that the payer of the sales payment received by the issuer (such as the remitter of bank remittance, the issuing method of bank acceptance bill or commercial acceptance bill or the transferor of endorsement) is inconsistent with the current customer who signed the economic contract. In normal business activities, enterprises should consider whether they meet the following conditions:

(1) It is related to their own business model, conforms to the operating characteristics of the industry, and is necessary and reasonable. For example,

① The customer is an individual industrial and commercial household or a natural person, and his immediate family members agree to pay for the goods on his behalf, and there is no abnormality after verification by an intermediary agency;

② the customer is an enterprise controlled by a natural person, and the legal representative and actual controller of the enterprise pay the goods on behalf of it, which is verified by the intermediary agency to be normal;

③ The customer's group makes unified external payment on behalf of the customer through the group finance company or designated related company, and it is verified by the intermediary agency that there is no abnormality;

④ government procurement projects are uniformly paid by designated financial departments or specialized departments, and there is no abnormality after verification by intermediary agencies;

⑤ The payment is completed through compliance methods or channels such as accounts receivable factoring, supply chain logistics, etc., and there is no abnormality after verification by intermediary agencies;

⑥ there is no abnormality in the payment designated by overseas customers after verification by intermediary institutions;

(2) the payer of the third-party payment is not the related party of the issuer;

(3) The third-party payment is consistent with the relevant sales revenue, which is verifiable and does not affect the determination of the effectiveness of the internal control of the sales cycle. The reporting accountant has issued a clear verification opinion on the effectiveness of the internal control related to the third-party payment and sales confirmation;

(4) Different types of third-party payment can be reasonably distinguished, and the relevant amount and proportion are within a reasonable and controllable range. If there is a third-party payment in the issuer's reporting period, the sponsor institution and the reporting accountant should usually focus on the following aspects: (1) the authenticity of the third-party payment, whether there is fictitious transaction or aging adjustment;

(2) the proportion of the revenue generated by the third-party payment to the operating income;

(3) the reason, necessity and commercial rationality of the third party's repayment;

(4) Whether the issuer, its actual controllers, directors, supervisors, senior managers or other related parties have any relationship or other interest arrangements with the payer of the third party's payment;

(5) if overseas sales involve overseas third parties, the commercial rationality or legal compliance of their agency payment;

(6) whether there is any dispute over the ownership of the payment due to the third party's repayment during the reporting period;

(7) If it is clearly agreed that other third parties will pay for the buyer when signing the contract, is there any reasonable reason for this transaction arrangement?

(8) Whether the capital flow and physical logistics are consistent with the contract and commercial substance. At the same time, the sponsor institution and the reporting accountant should also explain in detail the verification of the inconsistency between the actual payer and the contract signatory, including but not limited to: sampling and selecting detailed samples of inconsistent businesses and payment records of bank statements, tracing them to relevant business contracts, business execution records and cash flow vouchers, and obtaining the confirmation basis of relevant customers' payment on behalf of them, so as to verify and confirm the authenticity of entrusted payment, the accuracy of the amount paid on behalf of them and the relationship between the payer and the entrusting party. Explain the reasonable reasons for the inconsistency between the contract signing party and the payer, and the completeness of the statistical details of the third-party payment, and express clear opinions on the authenticity of the operating income corresponding to the third-party payment. The recommendation institution shall urge the issuer to fully disclose the relevant information about the third party's payment in the prospectus for public offering.