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IPO两次过会,均撤回终止!
梧桐树下V· 2025-06-16 05:28
Core Viewpoint - The company, Jiangsu Jinzhi Education Information Co., Ltd., has faced challenges in its IPO attempts, with both its ChiNext and Sci-Tech Board applications being withdrawn after initial approvals, indicating potential underlying issues in its business model or market conditions [1][17][18]. Group 1: Business Overview - The company primarily serves higher education institutions and vocational schools, with software development accounting for over 80% of its revenue [2]. - The company has a registered capital of 60 million yuan and was established in 2008, transitioning to a joint-stock company in 2014 [1]. Group 2: Financial Performance - The company's revenue for 2020, 2021, and 2022 was 47,531 million yuan, 49,165 million yuan, and 45,495 million yuan respectively, indicating stagnation in growth [7]. - The net profit for the same years was 6,727 million yuan, 6,360 million yuan, and 6,638 million yuan, showing minimal fluctuation [7]. - The company’s cash flow from operating activities has been volatile, with figures of 6,631 million yuan, -486 million yuan, and 4,514 million yuan for the respective years [8]. Group 3: Client Base and Revenue Sources - The top five clients in 2022 included major banks and educational institutions, with the largest client being Bank of China, contributing 5.20% of total revenue [6]. - The company’s revenue from software development has decreased slightly from 84.24% in 2020 to 81.33% in 2022 [3]. Group 4: Accounts Receivable and Financial Health - The company has a high proportion of accounts receivable, with balances of 25,304.07 million yuan, 33,996.33 million yuan, and 35,615.89 million yuan for 2020, 2021, and 2022, respectively, representing 53.24%, 69.15%, and 78.28% of total revenue [10][11]. - The company’s asset-liability ratio improved from 35.56% in 2020 to 24.87% in 2022, indicating better financial stability [8]. Group 5: Regulatory and Compliance Issues - The company’s "Today Campus" app faced regulatory scrutiny for improper collection and use of personal information, leading to required rectifications [12]. - The company has been questioned about its compliance and operational integrity, particularly regarding its revenue recognition and client relationships [13][15]. Group 6: IPO Attempts and Market Position - The company’s IPO on the Sci-Tech Board was approved in February 2021 but was withdrawn in December 2021 due to unresolved issues regarding its technological attributes and market positioning [17][18]. - The company’s recent IPO attempt on the ChiNext was also halted, reflecting ongoing challenges in meeting market expectations and regulatory requirements [1][9].
企业并购重组实操手册(342页,100+案例)
梧桐树下V· 2025-06-16 05:28
Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Trends - The tightening of IPO regulations and the increase in M&A policies have prompted many companies to withdraw IPO applications and seek M&A opportunities instead [1]. Practical Manual for M&A - A new manual titled "Practical Guide to Corporate Mergers and Acquisitions" has been launched to assist companies in navigating this trend. The manual includes a physical book, an online course, and a customized notebook [1]. Manual Content Overview - The manual consists of 342 pages and 11 chapters, covering key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Key Operational Procedures - The manual outlines essential operational procedures such as due diligence, transaction pricing, and negotiation strategies, emphasizing the importance of thorough preparation and communication between parties [4][5][6]. Due Diligence and Risk Assessment - Due diligence is highlighted as a critical step, focusing on financial, operational, and risk factors that need to be assessed before proceeding with M&A [4]. Transaction Pricing and Payment Methods - Various transaction pricing methods and payment options are discussed, including cash payments, stock swaps, and debt financing, along with their respective advantages and disadvantages [5][21]. Negotiation Strategies - The manual emphasizes the importance of negotiation strategies in M&A, detailing preparation steps, negotiation tactics, and common pitfalls to avoid [6][24]. Case Studies and Practical Examples - The manual includes numerous case studies to illustrate the practical application of M&A strategies, particularly focusing on public companies and their acquisition methods [26][27]. Integration Post-M&A - The final chapters address the integration process post-acquisition, providing insights on how to effectively merge teams, operations, and cultures to achieve synergy [28][29].
从0到1设计股权激励方案,看这篇就够
梧桐树下V· 2025-06-15 11:09
在如今竞争激烈的商业环境中, 股权激励已成为企业吸引和留住人才、推动持续发展的重要手段 。数 据显示,2024年A股股权激励计划总公告数达 610 个,其中制造业占比高达 77.21% ,像计算机、通 信等细分领域公告激励计划数量居前,凸显出股权激励在各行业受重视的程度。 那么,企业该 如何设计一套适配自身的股权激励方案? 我们梳理了实操中必须关注的几大要素供大参 考: 一、股权激励的基本工具 11111.....股股股股股票票票票票期期期期期权权权权权 • 定义 :指授予激励对象在未来一定期限内以预先确定的价格和条件购买本公司一定数量股票的权 利。激励对象有权行使这种权利,也有权放弃这种权利,但不得转让、抵押、质押、担保和偿还债 务。 • 核心 :行权需满足业绩条件,本质是 "未来购买权" 22222.....限限限限限制制制制制性性性性性股股股股股票票票票票 • 定义 :指公司授予激励对象在授予日按照一定价格购买一定数量的公司股票(股权), 该等股票 设定锁定期 ,激励对象完成约定的考核指标后,方可按照约定的期限和比例解锁或归属。 二、股权激励方案:汉堡包模型 111... .定定人人::::: 方法:对 ...
两天8家IPO获受理,今年至今获受理共41家
梧桐树下V· 2025-06-15 11:09
Group 1: IPO Overview - A total of 8 IPOs were accepted in a short span of two days, with 1 from the Shenzhen Stock Exchange's Growth Enterprise Market, 2 from the Shanghai Stock Exchange's Sci-Tech Innovation Board, 1 from the Shanghai Stock Exchange's Main Board, and 4 from the Beijing Stock Exchange [1] - As of June 14, 2025, a total of 41 IPO projects have been accepted across the Shanghai, Shenzhen, and Beijing stock exchanges, with 10 from the Shanghai Stock Exchange, 25 from the Beijing Stock Exchange, and 6 from the Shenzhen Stock Exchange [1] Group 2: Jiangsong Technology Co., Ltd. - Jiangsong Technology, established in October 2007 and transformed into a joint-stock company in December 2021, has a registered capital of 59.584 million yuan [2] - The company specializes in high-end intelligent equipment manufacturing, focusing on the research, production, and sales of automated equipment for high-efficiency photovoltaic cells, positioning itself as a leading manufacturer in this field [3] - The controlling shareholder and actual controller is Zuo Guisong, who holds 71.28% of the shares, with a total voting power of 72.19% when combined with his son [4] Group 3: Financial Performance - Jiangsong Technology's revenue for 2022, 2023, and 2024 was 807.09 million yuan, 1.237 billion yuan, and 2.019 billion yuan respectively, with net profits of 85.84 million yuan, 128.02 million yuan, and 186.76 million yuan [5] - The company's asset-liability ratio improved from 91.35% in 2023 to 82.08% in 2024 [6] - The proportion of R&D investment to revenue decreased from 5.83% in 2022 to 2.86% in 2024 [7] Group 4: Major Clients - The combined sales revenue from the top five clients accounted for 58.88%, 55.10%, and 59.31% of total revenue for the years 2022, 2023, and 2024 respectively [9] - Major clients include Jingao Technology, Longi Green Energy, and Chint Group, with significant contributions to the company's revenue [10][11] Group 5: Fundraising and Investment Projects - Jiangsong Technology plans to raise 1.052 billion yuan through its IPO, with funds allocated to four projects including the construction of a photovoltaic intelligent equipment production base and a research and development center [12][13] Group 6: Shanghai Chaosilicon Semiconductor Co., Ltd. - Established in July 2008 and transformed into a joint-stock company in May 2021, the company has a registered capital of 1.176 billion yuan [14] - The company focuses on the research, production, and sales of 300mm and 200mm semiconductor silicon wafers, with a production capacity of 700,000 pieces per month for 300mm wafers [15] - The company reported revenues of 921.09 million yuan, 927.80 million yuan, and 1.327 billion yuan for 2022, 2023, and 2024, respectively, with net losses increasing over the years [18] Group 7: Fundraising and Investment Projects for Chaosilicon - The company aims to raise 4.965 billion yuan through its IPO, with funds directed towards expanding production capacity for 300mm silicon wafers and R&D projects [22][23] Group 8: Shenzhen Hengyunchang Vacuum Technology Co., Ltd. - Founded in March 2013 and transformed into a joint-stock company in December 2023, the company has a registered capital of 50.77 million yuan [24] - The company specializes in the development, production, and sales of plasma RF power systems and related components, providing comprehensive solutions for plasma processes [25] - The company achieved revenues of 158.16 million yuan, 325.27 million yuan, and 540.79 million yuan for 2022, 2023, and 2024, respectively, with net profits showing significant growth [27] Group 9: Fundraising and Investment Projects for Hengyunchang - The company plans to raise 1.55 billion yuan through its IPO, with funds allocated to projects including the industrialization of semiconductor RF power systems and R&D initiatives [33] Group 10: Guangxi Baifei Dairy Co., Ltd. - Established in December 2017 and transformed into a joint-stock company in December 2019, the company has a registered capital of 166 million yuan [35] - The company focuses on the research, production, and sales of dairy products, including sterilized milk and fermented milk [36] - The company reported revenues of 780.80 million yuan, 1.075 billion yuan, and 1.423 billion yuan for 2022, 2023, and 2024, respectively, with net profits increasing significantly [39] Group 11: Fundraising and Investment Projects for Baifei Dairy - The company aims to raise 496.78 million yuan through its IPO, with funds directed towards the construction of a smart buffalo farm and marketing network development [45] Group 12: Zhejiang Hengdao Technology Co., Ltd. - Founded in October 2010 and transformed into a joint-stock company in August 2023, the company has a registered capital of 39.24 million yuan [46] - The company specializes in the research, design, production, and sales of hot runner systems for injection molds, recognized as a key enterprise in Zhejiang Province [47] - The company achieved revenues of 142.57 million yuan, 168.39 million yuan, and 234.47 million yuan for 2022, 2023, and 2024, respectively, with net profits showing consistent growth [49] Group 13: Fundraising and Investment Projects for Hengdao Technology - The company plans to raise 403.02 million yuan through its IPO, with funds allocated to projects including the production line for hot runner systems and R&D center construction [56] Group 14: Guangdong Shangyan Electronic Technology Co., Ltd. - Established in June 2011 and transformed into a joint-stock company in September 2020, the company has a registered capital of 48 million yuan [58] - The company focuses on the development, production, and sales of electronic control products, including variable frequency drives and power controllers [59] - The company reported revenues of 521.26 million yuan, 615.54 million yuan, and 587.59 million yuan for 2022, 2023, and 2024, respectively, with net profits showing a stable trend [61] Group 15: Fundraising and Investment Projects for Shangyan Technology - The company aims to raise 401.38 million yuan through its IPO, with funds directed towards the construction of electronic control product production bases and R&D projects [67]
新关税环境下,国际税收规则变化与企业出海税务案例分享
梧桐树下V· 2025-06-15 07:31
Core Viewpoint - The article discusses the challenges and opportunities for Chinese companies in the context of increasing overseas investments amid geopolitical tensions and complex tax regulations, emphasizing the need for systematic tax risk management capabilities [1]. Group 1: Event Overview - The event titled "Tax Risk Inspection and Tax Planning for Enterprises Going Abroad" will be held on June 21, 2025, in Shenzhen, organized by Wutong Classroom in collaboration with Qirui Feng [1]. - The training aims to address the complexities faced by Chinese enterprises in overseas investments, including geopolitical games, tax system differences, and international anti-avoidance regulations [1]. Group 2: Course Details - The course will cover international tax frameworks, common tax risks for outbound enterprises, and tax optimization strategies [10][11][12]. - The training schedule includes a morning session from 9:00 to 12:00 and an afternoon session from 14:00 to 17:00, followed by a Q&A session [4]. Group 3: Course Fees and Registration - The course fee is set at 1280 yuan per person, with a mid-year discount price of 780 yuan per person, which includes course materials but excludes travel, meals, and accommodation [5]. - Registration can be completed by scanning a QR code or contacting the organizer for inquiries [7]. Group 4: Course Content - The course will cover key topics such as international tax principles, common tax risks in outbound investments, and strategies for tax optimization [10][11][12]. - Specific areas of focus include investment structure design, permanent establishment risks, transfer pricing risks, and tax treaty abuse risks [13][14]. Group 5: Learning Outcomes - Participants will learn to identify core risk points in cross-border investments, prevent anti-avoidance risks, optimize global tax structures, and enhance dispute resolution capabilities [17][18].
2保代被约谈,涉泽达易盛财务造假案
梧桐树下V· 2025-06-15 07:31
6月13日,中国证监会北京监管局分别对保荐代表人胡晓莉、陶晨亮采取监管谈话措施。二人在相关保荐项目执业过程中,未勤勉尽责,未对标的公司的财务信 息、关联交易和股权代持的信息披露等进行审慎核查,构成履职缺失。公开资料显示,胡晓莉和陶晨亮登记于东兴证券,任职登记日期均为2019年1月31日,此前 为泽达易盛IPO的保荐代表人。 文/飞云 中国证监会北京监管局 2025年6月12日 2023年4月,泽达易盛因IPO文件隐瞒关键信息、年报虚假记载被证监会罚款1.43亿元,并于同年7月7日被上交所终止上市。东兴证券因保荐及持续督导失职,被责 令整改并缴纳惩戒性承诺金1.05亿元。2024年1月,上海金融法院完成2.8亿余元赔偿款发放(人均3.89万元),其中东兴证券联合其他中介共同赔付1.55亿元,得以 豁免投资者损失部分的承诺金。 胡晓莉: 经查,你作为保荐代表人,在相关保荐项目执业过程中,未勤勉尽责,未对标的公司的财务信息、关联交易和股权代持的信息披露等进行审慎核查。上述行为违反了 《证券发行上市保荐业务管理办法》(证监会令第137号,以下简称《保荐办法》)第四条规定。 根据《保荐办法》第六十二条规定,我局决定对你 ...
科创板开板六周年!盘点科创板的十五项“第一”!
梧桐树下V· 2025-06-14 04:11
Core Viewpoint - The article reviews the achievements and milestones of the Sci-Tech Innovation Board (STAR Market) since its establishment, highlighting fifteen significant "firsts" as of June 13, 2025, including the number of listed companies, market capitalization, and the dominance of strategic emerging industries such as new-generation information technology, biomedicine, and high-end equipment manufacturing, which account for over 80% of the total [1]. Group 1: First Companies and Milestones - The first company to transfer from the Beijing Stock Exchange to the STAR Market is Guandian Defense Technology Co., Ltd., which listed on May 25, 2022, after experiencing a significant decline in revenue and net profit in 2024 [2]. - The first loss-making company to list on the STAR Market is Suzhou Zejing Biopharmaceutical Co., Ltd., which went public on January 23, 2020, and reported continuous losses since its inception, with a net profit of -1.38 billion in 2024 [3][4]. - The first STAR Market company to be acquired by another listed company is Jiangsu Haooubo Biopharmaceutical Co., Ltd., which was announced in October 2024, with a total acquisition price of 630 million [5][6]. Group 2: Notable Events and Achievements - The first company to be delisted from the STAR Market is Guangdong Zijing Information Storage Technology Co., Ltd., which faced severe penalties for financial fraud and was officially delisted on May 31, 2023 [7][8][9]. - The first company to adopt a dual-class share structure on the STAR Market is UCloud Technology Co., Ltd., which listed on January 20, 2020, allowing its founders to maintain significant control over the company [10][11]. - The first major asset restructuring project approved for a STAR Market company is Suzhou Huaxing Yuan Chuang Technology Co., Ltd., which received approval for its acquisition of Suzhou Oulitong Automation Technology Co., Ltd. on June 12, 2020 [12][13]. Group 3: Financial Performance and Rankings - The highest market capitalization on the STAR Market is held by Semiconductor Manufacturing International Corporation (SMIC), with a total market value of 661.2 billion as of June 13, 2025 [21]. - The company with the highest revenue in 2024 is JinkoSolar Holding Co., Ltd., achieving 92.471 billion in revenue, despite a 22.08% decline year-on-year [22]. - The highest net profit excluding non-recurring items in 2024 is reported by Transsion Holdings Co., Ltd., with a net profit of 4.541 billion, down 11.54% from the previous year [23][24]. Group 4: Employment and Regional Distribution - The company with the largest number of employees as of the end of 2024 is JinkoSolar Holding Co., Ltd., with 33,809 employees, reflecting a significant reduction of 41.07% from the previous year [25]. - The province with the most STAR Market listed companies is Jiangsu, which has 113 companies, accounting for 19.22% of the total, primarily concentrated in cities like Suzhou, Nanjing, and Wuxi [26].
纯正的估值建模干货来了!从零开始快速上手
梧桐树下V· 2025-06-14 04:11
Core Viewpoint - Financial valuation modeling has become an essential hard skill in various fields such as investment decision-making, mergers and acquisitions, fund management, and risk control. However, only a small portion of individuals can proficiently apply these skills. To address this gap, a course titled "Financial Valuation Modeling from Beginner to Proficient" has been introduced to help individuals understand and master valuation modeling methods from scratch [1]. Course Overview - The course is designed to provide a comprehensive understanding of financial valuation modeling, covering both relative and absolute valuation methods, including practical case studies and Excel modeling techniques [11][20]. - The course duration is 7 hours and 22 minutes, and it is offered at a promotional price of 149.5 yuan with additional discounts available [10][24]. Course Content Breakdown 1. Relative Valuation Method - Introduction to Excel shortcuts commonly used in valuation modeling - Detailed explanation of the Price-to-Earnings (PE) ratio and its application in relative valuation - Introduction to other relative valuation methods such as Price-to-Book (PB) ratio [11]. 2. DCF Absolute Valuation Method - Explanation of the time value of money and the significance of discounting - Key valuation terms such as enterprise value and equity value - Overview of free cash flow and weighted average cost of capital (WACC) [11]. 3. DCF Case Studies - Simplified DCF valuation model using Kweichow Moutai as an example - Steps for cash flow discounting and stock price prediction - Complete valuation modeling framework including financial statement forecasting [11]. 4. Valuation Modeling Techniques - Scenario analysis and sensitivity analysis using Excel functions - Techniques for handling depreciation in Excel [12][13]. 5. Instructor Credentials - The course is taught by a well-qualified instructor with a master's degree from the University of Pennsylvania and extensive experience in financial analysis and risk management [15][17]. 6. Practical Applications - The course includes real-world examples and case studies from well-known companies to illustrate valuation modeling concepts [21][23].
2025年,我在投行工作中使用AI的41个技巧分享
梧桐树下V· 2025-06-13 14:57
Core Insights - The widespread adoption of AI tools in the workplace is an unstoppable trend, with approximately 80% of professionals using AI tools, and 30% of Gen Z relying on AI daily [1] - The penetration rate of AI tools across various work scenarios has reached 72%, covering both daily office tasks and specialized fields [1] - There is a significant need for systematic learning of AI tools due to challenges such as inaccurate content generation (56.7%) and data security concerns (nearly 40%) [1] Group 1: AI Tool Usage and Trends - The trend of "workplace AI integration" is becoming irreversible, making AI proficiency essential for employees [1] - Various AI tools like Deepseek, Doubao, ChatGPT, Gemini, and Jimeng are currently available in the market [1] - The article emphasizes the importance of selecting effective AI tools amidst the diverse options available [1] Group 2: Educational Offerings - To assist users in mastering AI tools, a special course titled "Investment Banking AI Application Skills - 2025 Mid-Year Special" has been launched [1] - The course includes a ChatGPT introductory course priced at 599 yuan, and other modules focusing on AI model basics and local deployment [3][5] - The curriculum covers practical applications across eight industries, including finance, law, and self-media, and features over 10 practical tools [6][9] Group 3: Course Details - The first course, "ChatGPT - AI Super Individual Introductory Course," aims to help users transition from beginners to proficient AI users [6] - The second course focuses on prompt engineering, providing strategies for effective communication with AI and sharing templates for various tasks [9] - The third course addresses local deployment for those concerned about data security, demonstrating the setup of a custom knowledge base using CherryStudio [13]
一IPO项目被指签字页笔迹前后差异较大!财总、董秘签名......
梧桐树下V· 2025-06-13 14:57
Core Viewpoint - The article highlights concerns regarding the discrepancies in signatures of key executives at Xuchang Intelligent during its IPO process, raising questions about the integrity of its financial disclosures and the company's governance practices [1][11][14]. Group 1: Company Background - Xuchang Intelligent Relay Co., Ltd. specializes in the research, design, assembly, sales, and service of smart power distribution products, new energy products, and power engineering contracting [7]. - The company is set to officially list on the Beijing Stock Exchange on January 26, 2024, with Minsheng Securities as its sponsor [5]. Group 2: Financial Performance - In 2024, Xuchang Intelligent reported a revenue of 629,547,222.50 yuan, an increase of 7.37% compared to the previous year [8][10]. - The net profit attributable to shareholders was 42,462,092.47 yuan, reflecting a decrease of 8.40% year-on-year [8][10]. Group 3: IPO and Regulatory Issues - Prior to the IPO approval on September 14, 2023, the company and its key executives received a warning letter from the Beijing Stock Exchange due to financial data misreporting [11][12]. - The company failed to adequately assess the risks associated with receivables from a group of companies that were listed as dishonest executors, leading to a miscalculation in bad debt provisions [13][14]. - A correction announcement revealed adjustments to the financial statements, reducing the 2022 net profit by 370.95 million yuan, which constituted an 8.14% adjustment [13][14].