文/梧桐数据中心 | 排名 | 公司简称 | 拟上板块 | 2024年扣非归母冷却润 | | --- | --- | --- | --- | | | | | (单位:万元) | | 1 | 华润新能源 | 深主板 | 784.528.76 | | 2 | 重刻胎份 | 深主板 | 258.895.26 | | 3 | 盛龙股份 | 深主板 | 75,121.14 | | 4 | 振石股份 | 沪主板 | 59.959.91 | | 5 | 大海电子 | 深主板 | 58.034.58 | | 6 | 陕西旅游 | 沪主板 | 50.164.55 | | 7 | 重康科技 | 深壬板 | 44,228.70 | | 8 | 康瑞新材 | 深丰板 | 41.488.97 | | 9 | 日非乳业 | 沪主板 | 29.964.53 | | 10 | 维通利 | 深主板 | 27,080.17 | | 11 | 福恩股份 | 深主板 | 25 475.49 | | 12 | 田园生化 | 深主板 | 22,769.48 | | 13 | 植物医生 | 深主板 | 22,480.03 | | 14 | 埃泰克 | 沪 ...

2024年以来，中国资本市场的政策工具箱以前所未有的密度开启——从"新国九条"重塑市场基础制度， 到"两强两严"监管组合拳精准打击套利漏洞，证券行业作为金融资源配置的核心引擎，正式踏入存量裂变 与能力重估的大洗牌前夜。 二、从规模扩张走向价值创造 一流投行需具备满足企业、机构及居民一站式需求的核心能力——为企业提供定制化投融资解决方案、为 机构提供全链条主经纪商服务、为居民构建以账户为核心的资产配置体系。这要求券商在金融专业力之 外，同步提升体制机制与协同效能天花板，以全生命周期服务能力回应实体经济与居民财富的结构性需求 升级。 1. 以科技金融为引擎，重塑核心竞争力 此轮改革为中资券商标定两大历史坐标：其一是写好科技金融、绿色金融、普惠金融、养老金融、数字金 融的"五篇大文章"，将服务实体经济的口号转化为可量化的产业穿透力；其二是以2035年为限锻造2-3家具 备全球资产定价权与跨境规则话语权的"国际一流投行" 。 两大目标共同指向一场残酷的能力跃迁——当牌照红利在万分之2.4的平均佣金率面前持续褪色，未来十年 的竞争本质已从网点数量的"地表战争"，升维至专业化、特色化、全球化三维坐标下的"深海博弈"。 这 ...

Core Viewpoint - In the first half of 2025, all 13 companies that submitted merger and acquisition projects for review in the A-share market were approved, resulting in a 100% approval rate [1]. Group 1: Independent Financial Advisors Performance Ranking - A total of 13 independent financial advisory firms participated in the 13 approved merger and acquisition projects [2]. - The top-ranked independent financial advisor was Dongfang Securities with 3 projects, followed by Huatai United Securities with 2 projects [3][4]. Group 2: Legal Advisors Performance Ranking - Ten law firms were involved in the legal services for the 13 approved merger and acquisition projects [5]. - The leading law firm was King & Wood Mallesons with 3 projects, while Guohao (Shanghai) and Shanghai Jintiancheng both ranked second with 2 projects each [6][7]. Group 3: Audit Firms Performance Ranking - Eleven accounting firms provided auditing services for the 13 approved merger and acquisition projects [8]. - The top audit firm was Tianjian with 3 projects, followed by Daxin and Xinyong Zhonghe, both with 2 projects [9]. Group 4: Asset Evaluation Firms Performance Ranking - Eleven asset evaluation firms were involved in the asset evaluation services for the 13 approved merger and acquisition projects [10]. - The leading asset evaluation firm was Jinzheng (Shanghai) with 3 projects, followed by Zhonglian Evaluation with 2 projects [11].

文/梧桐小新 7月7日，东海证券披露关于公司收到行政处罚事先告知书的公告，因在担任金洲慈航集团股份有限公司 2015年重大资产重组独立财务顾问的项目中，出具的相关文件存在重大遗漏、虚假记载，在独立财务顾问 业务中未勤勉尽责，包括：未为尚未完结的持续督导工作重新指定财务顾问主办人；未审慎核查其他中介 机构出具的专项报告；未保持职业怀疑，未对标的公司业绩承诺实现情况进行充分核查和验证。证监会拟 决定对东海证券责令改正，没收业务收入1500万元，并处以4500万元的罚款。 中国证监会认为，东海证券上述行为涉嫌违反了2005年修订的《中华人民共和国证券法》（以下简称2005 年《证券法》）第二十条第二款、第一百七十三条的规定，构成2005年《证券法》第二百二十三条的情 形。 依据2005年《证券法》第二百二十三条的规定， 中国证监会拟决定对东海证券责令改正，没收业务收入 1500万元，并处以4500万元的罚款。 根据相关规定，就中国证监会拟对东海证券实施的行政处罚，东海证券享有陈述、申辩并要求听证的权 利。 一、基本情况 涉嫌违法违规事项类别：重大资产重组项目未勤勉尽责。 二、主要内容 （一）涉嫌违法违规事实： 东海 ...

Core Viewpoint - The new regulations from the China Securities Regulatory Commission (CSRC) allow unprofitable hard technology assets to be injected into listed companies, marking a significant policy stimulus for mergers and acquisitions (M&A) following previous initiatives like the "Eight Articles" for the Sci-Tech Innovation Board and local billion-dollar M&A funds [1] Group 1: M&A Market Overview - The M&A market has been heating up, with increasing corporate interest and participation [2] - The average M&A amount in 2024 across various industries shows significant growth compared to the past decade, with notable increases in sectors like defense and light manufacturing [5] Group 2: Regulatory Framework - Despite the loosening of policies, regulatory scrutiny remains stringent, as evidenced by a medical group's failed acquisition due to compliance issues [8] - Key regulatory standards for major asset restructuring in different boards (Main Board, Sci-Tech Innovation Board, and Growth Enterprise Market) have been outlined, emphasizing the need for profitability and revenue thresholds [9] Group 3: Legal Review Points - The article discusses the legal review points for M&A, including the requirements for unprofitable enterprises and the implications for controlling shareholders regarding share reduction post-restructuring [12] - A course is offered to dissect the legal aspects of M&A through real case studies, focusing on compliance and regulatory standards [10][15]

Group 1 - The core viewpoint of the article is that the IPO review process for five companies, including China Shipbuilding Shuangrui (Luoyang) Special Equipment Co., Ltd., has been terminated due to various reasons, primarily related to the companies' disclosures and their relationships with controlling shareholders [1][2][5]. - China Shipbuilding Shuangrui's IPO was accepted on December 22, 2022, and passed the review on November 1, 2023, but was unable to submit the registration before withdrawing the application [1]. - The first batch of five companies selected for on-site inspections by the China Securities Association in 2023 all faced termination of their IPO reviews, indicating a significant scrutiny on disclosure quality [1][2]. Group 2 - The main issue raised during the on-site inquiry for China Shipbuilding Shuangrui was related to related-party transactions and independence, with significant procurement and sales amounts between the company and its controlling shareholder, China Shipbuilding Group [9][10]. - The procurement amounts from the controlling shareholder accounted for 10.33% to 14.08% of the company's operating costs, while sales to the same group represented 12.65% to 17.10% of the company's revenue during the reporting period [9]. - The inquiry also questioned the company's R&D capabilities and whether it relies on the controlling shareholder for technological support, emphasizing the need for the company to demonstrate its independence and innovation capacity [10].

Core Viewpoint - The article discusses the increasing complexity and professional requirements of control acquisitions in the capital market, contrasting asset acquisitions and equity acquisitions, highlighting their differences in structure, risk, taxation, and operational continuity [1]. Group 1: Comparison of Asset Acquisition vs. Equity Acquisition - Asset acquisition involves purchasing the target company's assets, while equity acquisition involves purchasing the target company's equity [1]. - The decision-making process for asset acquisition is determined by the company's articles of association, whereas equity acquisition requires notifying other shareholders [1]. - Asset acquisitions generally do not require external approval, while equity acquisitions may require approval if involving foreign or state-owned enterprises [1]. - Asset acquisitions necessitate property transfer registration, while equity acquisitions do not [1]. - In asset acquisitions, the acquirer does not assume the target company's potential risks, whereas in equity acquisitions, the acquirer does [1]. - Tax implications differ, with asset acquisitions subject to various taxes including VAT and income tax, while equity acquisitions are subject to capital gains tax [1]. - The acquirer does not enjoy the operational qualifications of the target company in asset acquisitions, but does in equity acquisitions [1]. - The operational team and performance continuity are not preserved in asset acquisitions, but are in equity acquisitions [1]. Group 2: Control Acquisition Methods - Control acquisitions in A-share listed companies can be categorized into three main types: tender offers, agreement acquisitions, and indirect acquisitions [7]. - A case example of a tender offer is Guangdong Galanz's acquisition of Whirlpool, where Galanz made a partial tender offer for 61% of Whirlpool's shares [7]. - An example of an agreement acquisition is Xinlinfei's acquisition of Huichang Communications, where it signed a share transfer agreement to acquire 27.15% of the shares [7]. - An indirect acquisition example is JD Zhaofeng's acquisition of Debon Holdings, where it gained control through share transfers and voting rights [7]. - The article also mentions various combinations of acquisition methods, such as agreement transfer plus voting rights delegation, showcasing the flexibility in control acquisition strategies [8].

Core Viewpoint - In the first half of 2025, all 13 companies that submitted merger and acquisition projects for review in the A-share market were approved, resulting in a 100% approval rate [1] Group 1: Independent Financial Advisors Performance - A total of 13 independent financial advisory firms participated in the 13 approved merger and acquisition projects [2] - Dongfang Securities ranked first with 3 projects, while Huatai United Securities ranked second with 2 projects [3][4] - Other firms including First Capital Securities, Guotai Junan, Bank of China International, China Galaxy Securities, Minsheng Securities, Shenwan Hongyuan, Western Securities, Southwest Securities, Zhongtai Securities, CITIC Securities, and CITIC Jianan each handled 1 project [3][5] Group 2: Legal Advisors Performance - Ten law firms were involved in the legal services for the 13 approved merger and acquisition projects [6] - Beijing King & Wood Mallesons ranked first with 3 projects, while Guohao (Shanghai) and Shanghai Jintiancheng both ranked second with 2 projects each [7][8] - Other firms such as Beijing Haiwen, Beijing Jiayuan, Beijing Jingtian Gongcheng, Beijing Kangda, Beijing Tianyuan, Guohao (Changsha), and Shanghai Fangda each handled 1 project [7][8] Group 3: Audit Firms Performance - Eleven accounting firms provided auditing services for the 13 approved merger and acquisition projects [9] - Tianjian ranked first with 3 projects, while Daxin and Xinyong Zhonghe both ranked second with 2 projects each [10] - Other firms including Ernst & Young Huaming, KPMG Huazhen, Sigma, Zhonghui, Zhongshen Zhonghuan, Zhongxinghua, Lixin, and Guangdong Sinong each handled 1 project [10] Group 4: Asset Evaluation Firms Performance - Eleven asset evaluation firms were involved in the asset evaluation services for the 13 approved merger and acquisition projects [11] - Jinzheng (Shanghai) ranked first with 3 projects, while Zhonglian Evaluation ranked second with 2 projects [12] - Other firms such as Beijing Huaya Zhengxin, Beijing Zhongtonghua, Beijing Zhuoxin Dahua, Shanghai Dongzhou, Tiandao Hengjia, Wokesen (Beijing), Zhongjing Minxin (Beijing), Liaoning Zhonghua, and Beijing Zhongqihua each handled 1 project [12]

Group 1: Core Insights - In the first half of 2025, a total of 158 companies successfully listed on the New Third Board, with 50 in the basic tier and 108 in the innovative tier [1][5] Group 2: Main Underwriters' Performance - 43 securities firms provided sponsorship services for the 158 companies, with Guotai Junan and CITIC Securities both sponsoring 12 listings, ranking first [2][5] - The third place was held by Kaiyuan Securities, which sponsored 11 listings [2] Group 3: Law Firms' Performance - 42 law firms provided legal services for the listed companies, with Shanghai Jintiancheng leading with 22 cases, followed by Beijing Zhonglun with 19 cases, and Guohao (Shanghai) with 12 cases [5] Group 4: Accounting Firms' Performance - 29 accounting firms provided auditing services, with Rongcheng and Tianjian both leading with 27 cases each, and Lixin in third place with 24 cases [5]

Core Viewpoint - By 2025, going overseas has become a "must-answer question" for most domestic companies, as overseas markets are significantly larger than domestic ones. However, the risks and difficulties of going abroad are greater than expected, with a success rate of less than 20% [1]. Summary by Sections Overview of the Guide - The "China Enterprises Going Abroad Guide" consists of 332 pages and 155,000 words, covering nine chapters that comprehensively outline practical points for enterprises going abroad from various perspectives, including overseas layout, regulatory requirements, equity structure, approval processes, transaction documents, compliance risks, tax considerations, and regional country specifics [2]. Key Legal and Approval Processes - Chapter 3 focuses on the approval processes for overseas investment, detailing the steps enterprises must take, such as applying for record or approval from the National Development and Reform Commission (NDRC) and the Ministry of Commerce, and completing foreign exchange registration [15][17]. - Additional considerations include antitrust declarations, national security, data security, and regulatory issues for state-owned enterprises [17]. Investment Structures and Agreements - Chapter 5 discusses transaction structures and key agreements, such as investment agreements and letters of intent, analyzing critical clauses like investment transaction terms, representations and warranties, and termination clauses [22][24]. Compliance Management - Chapter 7 emphasizes the importance of compliance management for enterprises going abroad, outlining the current compliance landscape and necessary compliance guidelines. It suggests a six-step approach to build a compliance management framework [26][28]. Tax Considerations - Chapter 8 addresses tax considerations for overseas operations, including tax burdens, profit distribution, and cross-border tax coordination. It highlights the importance of effective tax planning and the implications of different operational models [6][30]. Popular Destinations for Overseas Expansion - Chapter 9 shares information on popular destinations for overseas expansion, detailing the basic conditions, import and export structures, and foreign investment policies of five key countries, including the UAE, which is highlighted for its strategic location and favorable investment environment [30][32].