当前，中国已全面进入企业大航海时代。 根据《2025中国中小企业出海蓝皮书》数据显示： 可见无论是大型企业还是中小微企业，出海热情都空前高涨。然而，光有热情是不够的， 实际上许 多企业在出海过程中， 都因为准备不足而遭遇文化冲突、政策壁垒、资源错配等， 最终导致出海 折戟。 ● 大型企业中， 30% 已实施出海战略， 20% 有出海意向或计划。 ● 中型企业中， 39% 已实施出海战略， 37% 有出海意向或计划。 ● 小型企业中， 18% 已实施出海战略， 29% 有出海意向或计划。 ● 微型企业中， 14% 已实施出海战略， 14% 有出海意向或计划。 如何报名 扫码报名训练营 企业出海13h全套课程 到手仪¥99（日常价¥998） 结营后课程永久保留 学习收获 那么，企业出海具体是怎么操作的？需要做好哪些准备工作？又会有哪些风险需要注意并提前做好 应对措施？对此，我们精心筹备了 《企 业出海3周训练营（奖学金班）》 ，带领大家全面了解出 海过程中的实务要点！ 色日常出1份 课后笔记 1次测试 查漏补缺 21天线上 视频学习 每日1篇 拓展阅读 5位资深嘉宾 分享经验 助教督学 提升学习体验 训练营课程 ...

Core Viewpoint - The article discusses the complexities of equity structure in modern enterprises, emphasizing the need for a balance between team motivation, stable development, and founder control retention. Equity Structure Design - The premise of equity design is "same share, same right" [1] - Different voting rights and decision-making mechanisms exist between the board of directors and the shareholders' meeting, with a "one person, one vote" system typically applied [2] - Control rights are categorized as follows: - 67% absolute control (amend company articles, increase capital) - 51% relative control (major decision voting) - 34% veto power - 20% defined competitive power - 10% dissolution rights - 5% shareholding changes affecting listing - 3% proposal rights [3] Board of Directors - Board members are elected by the shareholders' meeting and are accountable to it, with specific voting thresholds for decision-making [4] Founder Considerations - Founders must consider how to prevent control dilution during financing, which involves complex, personalized design [5] Employee Equity Incentives - Key aspects of employee equity incentives include fairness across different positions and sustained motivation post-acquisition of equity: - Excess profit incentive method - Virtual stock with on-the-job dividends - Gradual registration stock incentive method - Option stock incentive [6][7] Investor Considerations - Investors prioritize capital rights, with shareholding ratios varying by funding stage: - Seed stage (5%-10%, valuation between 3 million to 6 million) - Angel round (10%-20%, valuation between 10 million to 50 million) [8][9] - Voting rights often include veto rights and protective clauses due to safety concerns and trust issues with founding teams [10] - Priority rights include preferential dividend rights, anti-dilution rights, and other special rights to ensure quick capital entry and exit [11] Course Offerings - The article promotes a course on equity design covering the entire lifecycle from initial setup to exit strategies, with practical case studies and strategies for control stability [12][13]

Core Viewpoint - The article discusses the approval of two companies for IPOs, highlighting their business models, financial performance, and the context of their market operations [1]. Group 1: Company Overview - Shanghai YouSheng Aluminum Co., Ltd. specializes in the design, development, production, and sales of aluminum alloy auto parts, focusing on lightweight components for new energy vehicles [5][6]. - Shanghai BaLanShi Automotive Testing Equipment Co., Ltd. is a high-tech enterprise dedicated to the R&D, production, and sales of automotive maintenance and testing equipment [11]. Group 2: Financial Performance - For YouSheng Aluminum, the reported revenues for the last three years were 2,350.12 million yuan, 2,904.86 million yuan, and 3,950.16 million yuan, with net profits of 224.35 million yuan, 319.07 million yuan, and 401.16 million yuan respectively [7]. - For BaLanShi, the revenues were 642.64 million yuan, 794.26 million yuan, and 1,057.13 million yuan, with net profits of 44.53 million yuan, 79.19 million yuan, and 127.54 million yuan respectively [13]. Group 3: Shareholding Structure - YouSheng Aluminum's major shareholder is ZeSheng Trading, holding 61.99% of the shares, while the actual controllers, Luo Shibing and his spouse Jin Liyan, control a total of 70.44% [6]. - BaLanShi has no controlling shareholder, with the largest shareholder, Cai Xilin, holding 18.27% of the shares, and the actual controllers, Cai Xilin and Sun Lina, collectively controlling 46.66% [12]. Group 4: Market and Competitive Landscape - YouSheng Aluminum is focused on the new energy vehicle sector, aiming to enhance the range of electric vehicles and reduce emissions from fuel vehicles, with a diverse product line including battery trays and bumper series [5][8]. - BaLanShi's product offerings include tire changers, balancing machines, and other automotive maintenance equipment, with a focus on expanding its market presence in Europe, Asia, and South America [11][14].

Core Viewpoint - The article emphasizes the increasing importance of equity transactions and the complexities of tax regulations, highlighting the need for specialized guidance and practical training to manage tax risks effectively in equity transfer and corporate restructuring [1]. Group 1: Event Overview - The event titled "Equity Transactions and Equity Structure Design: Tax Risk Inspection and Real Case Simulation" will be held on June 28-29, 2025, in Shanghai [1][6]. - The training aims to equip participants with systematic skills in equity structure design and optimization for sustainable business development [1]. Group 2: Course Details - The course will be conducted by Ju Ming, a senior tax lecturer with extensive experience in capital taxation and corporate restructuring [3][5]. - The course fee is set at 2980 yuan per person, with a mid-year discount of 2580 yuan, covering course materials but excluding travel, meals, and accommodation [8][6]. Group 3: Course Agenda - The course will cover various topics, including: 1. Tax risks in equity transactions and mergers under new regulatory conditions [12]. 2. Key points and scenarios for designing four types of equity structures [12]. 3. Tax treatment of five types of equity holdings and disposals [13]. 4. Analysis of six equity transaction models and compliance with tax regulations [14]. 5. Practical exercises and tax planning for seven types of mergers and acquisitions [15]. Group 4: Learning Outcomes - Participants will learn to build a robust tax risk defense for capital operations, ensuring safety, efficiency, and compliance [16]. - The training will provide insights into the core tax risks associated with the equity lifecycle and practical tools for risk identification and inspection [16].

Group 1 - The core viewpoint of the article is the introduction of a new listing standard on the ChiNext board to support high-growth, unprofitable innovative companies, with a minimum market capitalization of 5 billion yuan and recent annual revenue of at least 300 million yuan [1][3]. - The new standard targets industries such as artificial intelligence, biomedicine, commercial aerospace, and low-altitude economy, emphasizing the need for strong R&D capabilities and market valuation recognition [2][3]. - The policy aims to address the financing challenges faced by high R&D investment companies and shift the capital market focus from profit-oriented to growth-oriented [3]. Group 2 - The third listing standard was established during the 2020 reform of the ChiNext board but has not been implemented until now, with no companies having listed under this standard previously [4]. - A notable case is the planned spin-off listing of XWDA Power Technology, a subsidiary of XWDA Electronics, which has shown significant revenue growth but has not yet turned a profit [4][5]. - The potential companies for future applications under the new standard are expected to have characteristics such as strong technical barriers, high capital recognition, and rapid revenue growth despite being unprofitable [6][9]. Group 3 - In the biomedicine sector, companies like Anji Sheng Bio and Weitai Rilong are highlighted as potential candidates, with significant funding and promising revenue projections [10][11]. - In the commercial aerospace and low-altitude economy sectors, companies like Blue Arrow Aerospace and Shide Technology are also identified, showcasing substantial growth potential despite current losses [13][14]. - In the artificial intelligence and chip sectors, companies like Meijia Technology are noted for their innovative solutions and expected revenue growth [16].

Core Viewpoint - The article emphasizes the rapid transformation of the global automotive industry driven by the electric vehicle (EV) sector, highlighting the critical role of aluminum alloys in achieving lightweight designs for EVs [1][5]. Group 1: Company Overview - Founded in 1992, the company initially focused on extruded profiles and has since expanded into the automotive aluminum alloy components sector, becoming one of the early players in this field in China [2]. - The company has developed a comprehensive product matrix that includes key components such as threshold beams, battery trays, bumpers, and subframes, all essential for vehicle lightweighting [2][3]. Group 2: Technological Advantages - The company has mastered three core technologies: high-performance aluminum alloy material development, advanced processing techniques, and lightweight end-product design, creating significant competitive barriers [2][3]. - Innovations in material properties, such as the development of ultra-high-strength aluminum alloys for Tesla's bumpers, enhance safety and performance [3]. - The company has improved processing precision and efficiency through proprietary equipment, leading to reduced production costs and consistent product quality [3]. Group 3: Market Position and Growth - The company has established long-term partnerships with leading global EV manufacturers, including Tesla and NIO, and maintains close collaborations with major fuel vehicle component suppliers [4]. - From 2022 to 2024, the company's revenue is projected to grow from 2.35 billion to 3.95 billion yuan, with a compound annual growth rate of 29.65% [5]. - The increasing penetration of EVs and supportive government policies in China are expected to drive significant growth in the aluminum alloy components market, with projected sales of 12.87 million EVs in 2024 [5][6]. Group 4: Future Growth Potential - The company plans to raise 2.471 billion yuan through an IPO to expand production capacity, addressing the increasing demand from clients like Tesla and CATL [7][8]. - Investments will focus on establishing a lightweight aluminum alloy component production base and enhancing the capacity for battery trays and chassis components, which are critical for the company's growth strategy [8]. - The company aims to leverage technological innovation and market insights to navigate the competitive landscape and achieve its goal of becoming a top global automotive supplier [8].

Core Viewpoint - The automotive after-market is experiencing significant growth due to increasing vehicle ownership and aging vehicles, positioning companies like Shanghai Balanshi as key players in the high-value segment of the industry [1][7]. Group 1: Company Overview - Shanghai Balanshi, established in 2005, specializes in automotive maintenance and repair equipment, with core products including tire changers, wheel balancers, and lifts, which contribute significantly to its revenue [2]. - The company has achieved substantial revenue growth, with projected revenues of 6.43 billion, 7.94 billion, and 10.57 billion yuan from 2022 to 2024, alongside a net profit increase from 30.04 million to 129.40 million yuan [2]. - Balanshi has received multiple industry accolades, including being recognized as one of the top 20 automotive repair equipment exporters in China for consecutive years [2]. Group 2: Market Position and Network - Balanshi has established a comprehensive marketing network across China and over 100 countries, serving a diverse clientele including major automotive manufacturers and repair chains [3]. - The company’s products are distributed through a wide network of dealers, ensuring a strong presence in both domestic and international markets [3]. Group 3: Technological Innovation - The automotive maintenance equipment industry is undergoing innovation driven by automation and the rise of electric vehicles, prompting manufacturers to enhance product performance and functionality [4][5]. - Balanshi is actively integrating advanced technologies into its product development, resulting in innovations such as fully automatic tire changers and intelligent balancing machines [5]. Group 4: Financial Performance - Balanshi has demonstrated a consistent increase in gross margin, with figures of 23.62%, 27.04%, and 28.55% over the past three years, indicating effective cost control and profit potential [6]. Group 5: Market Trends - The automotive after-market in China is projected to reach approximately 6 trillion yuan in 2023, driven by a growing demand for maintenance services as vehicle ownership increases [7]. - The average vehicle age in China has surpassed 6 years, indicating a shift towards a "golden development period" for the after-market, with a projected annual growth rate of 5.0% from 2022 to 2027 [9]. Group 6: Production Capacity and Future Plans - Balanshi's production capacity is currently under pressure, with utilization rates exceeding 120% for key products, prompting plans to raise 299.93 million yuan for capacity expansion and smart factory initiatives [10]. - The establishment of a research and development center is also planned to accelerate technological innovation and product development, enhancing the company's competitive edge [10].

Core Viewpoint - The article highlights the accelerated pace of IPO approvals in the A-share market, with a 100% approval rate for 21 companies as of May 2023, and a significant increase in net profit for these companies compared to the previous year [1]. Group 1: IPO Trends - As of May 2023, 21 companies have successfully passed the IPO approval process, marking a 100% approval rate [1]. - The median net profit of these companies is 1.22 million, representing an increase of over 50% compared to the full year of 2024, which was 0.80 million [1]. Group 2: IPO Practical Manual - The "Domestic IPO Practical Manual (Enterprise Perspective)" is introduced as a guide for companies to enhance their IPO success rate by coordinating with intermediary institutions and internal departments [2][5]. - The manual consists of 254 pages and 123,000 words, divided into four main sections: preparation before listing, listing norms, key points of corporate restructuring, and other important matters [5]. Group 3: Preparation Before Listing - The first section includes six chapters that cover essential tasks, participants, listing conditions, and overall processes that companies need to understand before going public [8]. - Companies are advised to develop strategies based on whether the IPO initiation falls within the reporting period, differentiating between strategies for within and outside the reporting period [9]. Group 4: Listing Norms - The second section introduces a "Five-Step Method" for listing norms, which includes adjustments to equity structure, organizational structure, business processes, financial norms, and ERP implementation [19][20]. - The section provides case studies to clarify specific operational strategies and frameworks for companies [21]. Group 5: Corporate Restructuring - The third section focuses on important timing for IPOs, considerations for corporate restructuring, and strategies to reduce listing costs [25]. - It emphasizes practical guidance on selecting restructuring methods and preparing actionable plans [26]. Group 6: Other Capital Operations - The fourth section discusses other capital operations during the IPO process, departmental responsibilities, and case studies from key industries [32]. - It includes detailed analysis of six representative IPO review cases, highlighting regulatory concerns and common issues faced by companies in these sectors [36].

Core Viewpoint - The article summarizes key points from the "Shanghai Stock Exchange Listing Review Dynamics" published since the implementation of the comprehensive registration system, focusing on various regulatory requirements and best practices for companies and intermediaries in the context of IPOs and refinancing. Group 1: Waste Management and Sales Verification - Companies must establish robust internal controls for waste management, including processes for classification, storage, and sales of waste materials [3][4][5] - Intermediaries should verify the accuracy of waste sales accounting, ensuring that sales pricing is fair and consistent with market standards [4][5] - The cost accounting for waste should align with industry practices and maintain consistency throughout reporting periods [5] Group 2: Special Issuance of Securities - When issuing securities to specific targets, companies must ensure that the board resolution complies with regulatory requirements, particularly regarding pricing mechanisms and the involvement of predetermined targets in bidding processes [6][7] - Independent financial advisors and legal representatives must conduct thorough checks on the issuance process to ensure compliance [7] Group 3: Independent Financial Advisors in Mergers and Acquisitions - Independent financial advisors should enhance their professional capabilities to facilitate mergers and acquisitions, focusing on understanding the industry and transaction parties [8] - Advisors must conduct comprehensive due diligence and maintain robust internal controls to ensure the quality of the restructuring process [9] Group 4: Post-Audit Changes in Business Environment - Intermediaries must monitor and verify any significant changes in the business environment after the audit cutoff date, including regulatory changes and market conditions [10][11] - Companies are required to disclose these changes in their prospectus, highlighting potential impacts on future performance [11] Group 5: Convertible Bond Issuance - Companies must ensure that the cumulative bond balance does not exceed 50% of the latest net assets after issuing convertible bonds [12][13] - The disclosure and verification requirements for convertible bond projects include ensuring that the issuance scale is reasonable and compliant with regulations [12][13] Group 6: Internal Control Audits for Listing Applicants - Companies must provide an internal control audit report from a certified public accountant when submitting listing applications or updating financial data [14][15] - Auditors should adhere to relevant guidelines to assess the effectiveness of internal controls and address any significant deficiencies [15] Group 7: R&D Personnel Recognition - Non-full-time R&D personnel should be evaluated based on their actual R&D hours to determine their classification as R&D staff [16][17][18] - Companies must establish internal controls for managing and tracking R&D personnel to ensure compliance with industry standards [18] Group 8: Technology Transfer from Industry-Academia Cooperation - Companies must clarify the ownership and rights associated with technology developed through industry-academia cooperation [19][20] - The degree of reliance on such cooperation should be assessed to ensure that companies possess adequate independent R&D capabilities [19][20] Group 9: Regulatory Compliance for Intermediaries - Intermediaries involved in refinancing projects must be scrutinized for any recent regulatory penalties, which could affect their eligibility for simplified procedures [21][22][23] - Continuous monitoring and reporting of any new developments that may impact compliance are essential [24] Group 10: Equity Incentives and Share-Based Payments - Companies must ensure that the terms of equity incentives are clearly defined and approved to establish the grant date for share-based payments [25][26] Group 11: Pre-Communication in M&A Projects - Companies and advisors should prepare comprehensive consultation materials before submitting M&A projects to enhance communication efficiency [28][29] - Strict management of insider information is crucial during the restructuring process to prevent insider trading [29] Group 12: Fund Utilization in Refinancing - Companies must provide detailed disclosures regarding the specific use of funds raised through refinancing, including the breakdown of capital and non-capital expenditures [30][31][32] Group 13: Major Events Affecting Key Personnel - Companies must report any significant events involving key personnel that could impact listing conditions, ensuring timely communication with regulatory bodies [33] Group 14: Application for Audit System Access - Securities service institutions must follow specific procedures to apply for access to the audit system, ensuring compliance with regulatory requirements [34][35] Group 15: Previous Fund Utilization and Overfunding - Companies must include overfunded amounts in the calculation of previous fundraising utilization to ensure compliance with regulatory standards [36][37] Group 16: Small-Scale Fast-Track Review Mechanism - The small-scale fast-track review mechanism for asset acquisitions has specific criteria and procedural differences compared to conventional reviews [38][39] Group 17: Business Consultation Communication - Companies and intermediaries should utilize established communication channels effectively to address complex issues before submission [40][41]

文/梧桐数据中心 6月19日，宁波能之光新材料科技股份有限公司IPO申请获得北交所上市委审核通过。 单位：万元 | | | | 北交所 | | | | --- | --- | --- | --- | --- | --- | | 公司简称 | 主营业务 | 2024年营收 | 2024年净利润 | 审核结果 | 保荐/律所/审计 | | 能之光 | 高分子助剂及 功能高分子材 料的研发、生 产和销售 | 61,054.19 | 5,080.26 | 馆过 | 国金证券/北京德恒/容诚 | 能之光 是从事高分子助剂及功能高分子材料的研发、生产和销售的高新技术企业。公司控股股东为宁波微丽特；实际控制人为张发饶，通过直 接、间接持股和一致行动人合计控制公司51.13%的股权，并担任公司董事长及总经理。报告期内，公司营业收入分别为55,563.99万元、56,921.64 万元和61,054.19万元，扣非归母净利润分别为1,580.02万元、4,318.29万元和5,080.26万元。 一、基本信息 公司是从事高分子助剂及功能高分子材料的研发、生产和销售的高新技术企业，是国家级专精特新"小巨人"企业。公司以高分子材料 ...