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 associated with going overseas are greater than many anticipate due to trade wars, tariff barriers, and anti-globalization impacts. To enhance the success rate of overseas expansion, the "China Enterprises Going Overseas Guide" has been developed to outline common pitfalls and key considerations for companies [1]. Summary by Sections Section 1: Overview of the Guide - The "China Enterprises Going Overseas Guide" consists of 332 pages and 155,000 words, covering nine chapters that comprehensively address practical aspects of overseas expansion, including overseas layout, regulatory requirements, equity structure, approval processes, transaction documents, compliance risks, tax considerations, and regional country analysis [3]. Section 2: Equity Structure - Constructing a reasonable overseas equity structure is a critical step for successful expansion. The second chapter provides three structural diagrams to illustrate how companies should establish their overseas equity structure and the factors to consider. For instance, a case study shows how a company's natural person shareholders set up BVI, Cayman, and Hong Kong companies to transform the domestic operating entity into a wholly foreign-owned enterprise [10]. Section 3: Approval Processes - The third chapter focuses on the approval processes involved in overseas investment and financing. Companies must apply for record-keeping or approval from the National Development and Reform Commission and the Ministry of Commerce, obtaining necessary certificates before completing foreign exchange registration at banks [14][16]. Section 4: Transaction Structure - The fifth chapter discusses transaction structure arrangements and key agreements, such as investment agreements and letters of intent, along with critical clause settings within these agreements [22][24]. Section 5: Compliance Management - Compliance management is essential for companies going overseas. The seventh chapter outlines the current compliance landscape and necessary compliance guidelines, suggesting a six-step approach to build a compliance management framework that integrates compliance into business processes [26][29]. Section 6: Popular Destinations - The ninth chapter shares methods for gathering country information and outlines the basic conditions, import/export structures, important international agreements, legal systems, and foreign investment policies of five popular countries. For example, the UAE, as the second-largest economy in the Middle East, has energy products accounting for 40% of its exports, while machinery and electronics dominate imports at 35% [31].

在现代企业的股权架构中，股权不仅仅是简单的数字比例，而是一套复杂的权利组合，涉及投票权、分 红权、经营决策权等。创始人、合伙人、核心员工和投资人各自在股权设计中有着不同的侧重点和需 求。 那么，企业在分配股权时，如何既能激励团队，又能保障稳定发展，同时避免创始人失去控制权呢？我 们对此有一些建议—— 一一一一一一一一、、、、、、、、股股股股股股股股权权权权权权权权顶顶顶顶顶顶顶顶层层层层层层层层设设设设设设设设计计计计计计计计之之之之之之之之股股股股股股股股东东东东东东东东会会会会会会会会 • 股权生命线的前提是 【同股同权】 • 注释： 【同股不同权 】的情况一般采用投票权委托协议和一致行动人协议来约定从而实现同股不 同权的效果，如果想做 AB股/双层 股权 架构设计，或者 三层股权 架构设计，就要考虑在海外上市 了，不然就不用想了。 二二二二二二二二、、、、、、、、股股股股股股股股权权权权权权权权顶顶顶顶顶顶顶顶层层层层层层层层设设设设设设设设计计计计计计计计之之之之之之之之董董董董董董董董事事事事事事事事会会会会会会会会 • 董事会的决策机制区别于股东会，按照 【一人一票制】 3、 三分之一以上 董事或 ...

Core Viewpoint - The article discusses the termination of the IPO review for Beijing Tianxing Medical Co., Ltd. by the Shanghai Stock Exchange, primarily due to the withdrawal of the sponsor, China International Capital Corporation (CICC) [1] Group 1: Company Overview - Beijing Tianxing Medical Co., Ltd. is a leading domestic company in the field of sports medicine medical devices, with a net profit exceeding 60 million yuan [4] - As of September 30, 2024, the company has obtained 20 Class III medical device registration certificates and 17 Class II medical device registration certificates, along with CE certifications for 15 products [4] Group 2: Financial Performance - The company's revenue for the reporting periods was 73.01 million yuan, 147.97 million yuan, 241.19 million yuan, and 222.93 million yuan [5] - The net profit attributable to the parent company for the periods ending September 30, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, was 64.08 million yuan, 63.58 million yuan, 40.34 million yuan, and -110.25 million yuan respectively [6] - The gross profit margin for the company during the reporting periods was 68.68%, 71.45%, 75.05%, and 69.71% [7] Group 3: Market Position - The company occupies approximately 4% of the sports medicine medical device market in China, ranking first among domestic enterprises [6] Group 4: Customer Base - The top five customers contributed significantly to the company's revenue, with the largest customer accounting for 18.39% of the revenue in the first nine months of 2024 [8] Group 5: Use of IPO Proceeds - The total amount to be raised from the IPO is 880 million yuan, which will be used for projects related to the company's main business, including a smart factory project and product development [8] Group 6: Shareholder Changes - The company had 12 new shareholders added in the year prior to the IPO application, indicating a shift in ownership structure [13]

Core Viewpoint - Changzhou Sanxie Electric Co., Ltd. has received approval for its IPO application from the Beijing Stock Exchange, indicating a positive outlook for the company's growth and market entry [1]. Group 1: Company Overview - The company specializes in the research, development, manufacturing, and sales of control motors, including stepper motors, servo motors, and brushless motors [3][4]. - Established in November 2002, the company transitioned to a joint-stock company in September 2018, with a total share capital of 53.1093 million shares before the issuance [4]. Group 2: Shareholding Structure - The controlling shareholder is Sheng Yi, who directly holds 33.4444 million shares, accounting for 62.97% of the company [5]. - The actual controllers, Sheng Yi and Zhu Shouqing, collectively control 82.46% of the shares, with Zhu holding 19.49% [5]. Group 3: Financial Performance - The company's revenue for the reporting period was 287.1476 million yuan, 361.9594 million yuan, and 420.0627 million yuan, showing a consistent growth trend [6]. - The net profit attributable to the parent company, excluding non-recurring gains and losses, was 25.1650 million yuan, 48.2676 million yuan, and 52.9290 million yuan during the same periods [6]. Group 4: Inquiry Issues Raised - Questions were raised regarding the fairness of the sales price to Leisai Intelligent and the sustainability of performance growth post-investment [7]. - The company was also asked to clarify the authenticity and reasonableness of sales to Noit and the nature of its cooperation with various partners [7].

Core Viewpoint - The control change of Haiwang Biological has been terminated, ending the planned shell sale and stock issuance to specific parties due to significant financial losses and regulatory issues [1][2][4]. Group 1: Control Change and Agreements - The initial plan involved a shell sale for 767 million and a stock issuance of up to 1.488 billion [2]. - Agreements were signed in January 2024 for the transfer of shares from Haiwang Group to Silk Group, with a total of 315,734,800 shares (12% of total shares) at a price of 2.43 yuan per share [2][3]. - Following the agreements, Silk Group was set to become the controlling shareholder, holding 12% of shares and corresponding voting rights, while Haiwang Group would hold no voting rights [3]. Group 2: Financial Performance and Losses - Haiwang Biological reported a massive loss of 1.1 billion in 2024, following losses of 990 million in 2022 and 1.71 billion in 2023, marking three consecutive years of significant losses [4][5]. - The company committed to achieving a cumulative net profit of 1.2 billion over three years (2025-2027), with specific annual targets of 300 million, 400 million, and 500 million for each respective year [4]. Group 3: Regulatory Issues - The company faced regulatory scrutiny from the Shenzhen Securities Regulatory Bureau for non-compliance in information disclosure and financial accounting practices [6][7]. - Specific issues included failure to disclose external guarantees, incomplete disclosure of restricted cash, and inaccuracies in financial reporting related to guarantees and tax assets [8][9][10][11][12][13][14].

Core Viewpoint - The article emphasizes the challenges and complexities of working in investment banking, particularly for newcomers, and introduces a learning package designed to help them navigate the industry effectively [1][2]. Summary by Sections Learning Package Content - The learning package includes a printed material titled "Investment Banking Growth Notes," an online course on assessing the feasibility of corporate listings, and a customized notebook [4][45]. Investment Banking Growth Notes - The "Investment Banking Growth Notes" consists of 312 pages, over 120,000 words, and 9 chapters, covering career planning, industry insights, essential skills such as research, due diligence, financial analysis, valuation, and the IPO process [5][6]. Chapters Overview - Chapters 1 and 2 provide foundational knowledge about investment banking, including department divisions, regulatory frameworks, essential skills, project classifications, daily tasks, and industry trends [8][10]. - Chapters 3 to 7, which occupy about 62% of the book, detail the progression from novice to expert in investment banking, focusing on industry research skills, client acquisition techniques, due diligence processes, financial thinking, and company valuation [12][15]. Industry Research Skills - Chapter 3 outlines essential research skills, including quantitative thinking, macro data analysis, industry segmentation, due diligence guidelines, and financial metrics analysis [12][15]. Client Acquisition and Due Diligence - Chapter 4 shares insights from a seasoned professional on acquiring IPO business, emphasizing the importance of building and maintaining channels, preparing for client meetings, and understanding the nuances of agreements [18][22]. - Chapter 5 details the due diligence process, including information collection, verification, and analysis, along with 12 specific operational steps [27][28]. Financial Analysis and Valuation - Chapter 6 focuses on understanding a company's financial health through balance sheets, income statements, and cash flow statements, highlighting key financial indicators and their implications [29][31]. - Chapter 7 discusses various valuation methods, including relative and absolute valuation techniques, and offers practical advice for companies to enhance their valuation [32][33]. IPO Process Insights - Chapters 8 and 9 address IPO-related topics, including common regulatory concerns and the roles of different departments in preparing for an IPO, ensuring compliance, and addressing potential inquiries from regulatory bodies [34][35][39][41]. Practical Application - The content is designed to be practical and accessible, drawing from the experiences of investment banking professionals and corporate executives, making it applicable in real-world scenarios [43][44].

| 。 关于对大华会计师事务所（特殊普通合伙）的监管函 | 2025-06-06 | | --- | --- | | 。 关于对中信证券股份有限公司的监管函 | 2025-06-06 | | 关于对签字注册会计师何晶晶、景奕博给予通报批评处分的决定 | 2025-06-06 | | 关于对辉芒微电子（深圳）股份有限公司、许如柏、李勇刚给予通报批评处分的决定 | 2025-06-06 | | 关于对保荐代表人陈禹达、王彬给予通报批评处分的决定 | 2025-06-06 | 文/梧桐兄弟 6月6日，深圳证券交易所发布对中信证券股份有限公司、大华会计师事务所的监管函，对辉芒微电子(深圳)股份有限公司及相关当事人、对签字注册会计师何品 品、景奕博，对保代陈禹达、王彬给予通报批评的决定。 2023年5月25日，深交所受理了辉芒微电子(深圳)股份有限公司创业板IPO的申请。该IPO项目的保荐机构、审计服务机构分别为中信证券、大华会计师事务所。 辉芒微曾两度申请IPO。公司在2021年12月申请科创板IPO，但2022年1月7日，辉芒微被抽中现场检查，并于同年1月21日撤回申请文件。之后,辉芒微"改道"申请 创业板IPO， ...

调节方法: 调节方法:1、前期差错更 3、首期美错更正 作为城市基础设施建设的主力军，城投平台长期承担着城市开发、基建投资等重任。然而近年来， 35 号文分类监管、47号文债务管控 等政策持续落地，叠加 "335" 指标 等最新要求，城建类业务收缩与债 务压力不断 倒逼着城投产业加速转型 。 在此背景下，城投产业如何突破政策红线、理顺转型路径？我们梳理了一些城 投产业转型实操中的首 发关注细节 分享给大家—— 01 公司债"355"指标下， 政府补贴应关注哪些细节？ √ 指标要求:报告期内,政府补贴占净利润的比重不超过50% | 所有者权益合计 | -15,000.00 | | --- | --- | | 负债及权益小计 | -20,000.00 | | 其他收益 | -20,000.00 | | 所得税费用 | -5,000.00 | | MANS A A B A 1 2 1 | 17 000 00 | | 受影响的报表项目名称 | 早位: 月元 影响 2022 年报表金额 | | --- | --- | | 其他应收款-原值 | -20.000.00 | | 坏账准备-其他应收款 | | | 其他应收款- ...

Core Viewpoint - Jiangyin Huaxin Precision Technology Co., Ltd. has received approval for its IPO application from the Shanghai Stock Exchange, focusing on the research, production, and sales of precision stamping products, particularly precision stamping iron cores and related molds [1]. Group 1: Basic Information - The company specializes in the research, production, and sales of precision stamping products, with its main products being various precision stamping iron cores and related molds [2]. - The company was established in August 2002 and transitioned to a joint-stock company in April 2016, with a total share capital of 131.225 million shares before the issuance [2]. - As of the end of 2024, the company employs a total of 975 people [2]. Group 2: Shareholding Structure - The controlling shareholder is Su Sheng Investment, which directly holds 55.78% of the company's shares and indirectly holds an additional 4.59% through its wholly-owned subsidiaries, totaling 60.37% [3]. - The actual controllers of the company are Guo Zhengping, Guo Yunrong, and Guo Wanrong, who collectively control 68.97% of the company's shares through Su Sheng Investment and its subsidiaries [3]. Group 3: Financial Performance - The company's operating revenues for the reporting period were 1,191.92 million yuan, 1,188.80 million yuan, and 1,420.53 million yuan, respectively [4]. - The net profit attributable to the parent company, excluding non-recurring gains and losses, was 105.06 million yuan, 155.63 million yuan, and 150.06 million yuan for the same periods [4]. Group 4: Key Questions from the Listing Committee - The company was asked to explain the stability of its future operating performance in relation to the competitive landscape of the new energy vehicle industry, the technological advantages of its products, and the trends in gross profit margins [5]. - The company was also questioned about the reasons for the rapid revenue growth from certain clients in the second half of 2024 and the expected decline in net profit despite maintaining high gross margins and continuous revenue growth [5]. - Additionally, the company was required to justify the rationale behind the fundraising project for the expansion of the iron core for electric vehicle drive motors, considering market demand and competition [5].

Core Viewpoint - The article discusses the increasing trend of bankruptcy restructuring among A-share listed companies in China, highlighting its significance as a mechanism for corporate revival and the complexities involved in the process [1][2]. Group 1: Bankruptcy Restructuring Overview - As of the end of 2024, a total of 129 listed companies in China have undergone restructuring plans, with 75 of these approved in the last six years, accounting for 61.24% of the total [1]. - Bankruptcy restructuring is becoming a crucial mechanism for companies, ranging from debt restructuring in the new energy sector to asset integration in traditional manufacturing [1]. Group 2: Key Practical Points in Bankruptcy Restructuring - If a bankrupt entity loses financial independence, it can pursue consolidated restructuring, followed by a hearing to gather opinions before a ruling is made [1]. - Restructuring and trustee management can occur simultaneously, especially when there are many small creditors with low repayment rates and significant opposition [2]. - The restructuring team should hire intermediaries and experts to ensure asset preservation and introduce suitable strategic investors [1][2]. - In cases of multiple related company bankruptcies, a competitive approach can be used to appoint a joint administrator, and government support can facilitate investment attraction while maintaining production [2]. - The conditions for consolidated restructuring include a high degree of confusion among related entities' identities and assets, necessitating a comprehensive hearing of opinions [2]. - For projects unsuitable for consolidated restructuring, a "bottom-up" approach can be adopted, allowing subsidiaries to complete restructuring first to ensure resource flow upwards [2]. - Pre-restructuring models can enhance success rates and efficiency by incorporating assets and increasing share capital to repay debts [2]. Group 3: Importance of Information Disclosure and Stakeholder Management - The article emphasizes the importance of information disclosure throughout the bankruptcy restructuring process, adhering to securities regulations and ensuring transparency [8]. - Balancing the interests of various stakeholders, including industrial investors, financial investors, and original shareholders, is crucial for successful restructuring [8]. Group 4: Course Offering - A course titled "62 Practical Hotspots and Solutions in Listed Company Bankruptcy Restructuring (81 Cases)" is introduced, which aims to dissect practical challenges through real case studies [3][4].