2025年5月16日，证监会资产重组新规落地 ，明确"允许未盈利硬科技资产注入上市公司"——这是继科 创板"科八条"、地方百亿并购基金后，政策层面对并购重组的又一次强力刺激。 回顾近年数据可以看出， 并购市场热度持续升温 ，企业关注度、参与度逐渐提高： " 1、并购重组市场形势 在并购市场热度攀升、监管要求严苛的当下，课程 《上市公司并购重组审核7大法律要点（8案例）》 将以通过8个真实案例，系统拆解主板、科创板等板块审核标准，深度解析交易架构设计、信息披露合 规等7大核心法律要点。欢迎大家扫码试看课程！ 12节课，共2小时50分钟 扫码试看课程 课课课程程程大大大纲纲纲 一 并购重组市场最新动态 1、A股并购重组政策演变 • 并购重组政策变化 • 关于生物医药产业并购的"利好"政策 2、并购重组市场形势 3、近期并购重组方式统计 4、近期并购重组市场板块统计 5、近期并购重组市场地域统计 二 上市公司并购重组的监管体系及流程 1、并购重组的证券监管体系 • 上市公司重大资产重组管理办法 • 重大资产重组的认定标准 " 2、近期并购重组市场板块统计 但政策放松≠审核放宽！ 并购市场虽热，监管红线仍严：某医疗集 ...

Core Viewpoint - Understanding finance is essential for making informed decisions in the capital market, and the "Investment Banking Financial Basics to Advanced Learning Package" is a recommended resource for enhancing financial skills [1]. Summary by Sections Section 1: Understanding Financial Statements - The first chapter explains the purposes, differences, connections, core points, and key financial indicators of the three main financial statements, teaching how to extract important information from them [6][11]. - The content is presented through case studies, making it easy to understand how to trace a company's profits and compare them with industry peers [6][11]. Section 2: Identifying Financial Anomalies - The second chapter builds on the ability to read financial statements, detailing five common financial manipulation methods and nine ways to identify financial anomalies [8][9]. - Each method is illustrated with 1-3 case studies, providing a comprehensive and accessible analysis of how companies may fabricate transactions [8][9]. Section 3: Evaluating Business Operations - The third chapter combines business operations with financial metrics, explaining how to assess a company's operational status using financial data [10][11]. - It includes analysis of well-known companies' financial statements, such as evaluating Moutai's profitability and growth by examining revenue trends and profit margins [11][12]. Section 4: Tax Knowledge for Non-Financial Professionals - The fourth chapter covers essential tax knowledge for non-financial personnel, including common tax types, tax implications related to invoices/contracts, and tax planning techniques [13]. - The content is practical and relatable, addressing various tax classifications and strategies for individuals and businesses to minimize tax liabilities [13]. Section 5: Financial Issues for IPO Candidates - The fifth chapter focuses on financial issues that companies need to consider when preparing for an IPO, along with relevant solutions [15][16]. - It includes diverse case studies of companies that successfully listed, were denied IPOs, or had their reviews terminated, highlighting the financial challenges faced during the IPO process [15][16].

Core Viewpoint - Zhejiang Zhigao Machinery Co., Ltd. is preparing for an IPO on the Beijing Stock Exchange, aiming to raise 395 million yuan, with a focus on its drilling and screw machinery products used in various industries [1][2]. Company Overview - The company was established in August 2003 and transformed into a joint-stock company in September 2015, with a registered capital of approximately 64.44 million yuan [2]. - The controlling shareholder is Quzhou Zhigao Tunneling Holdings Co., Ltd., holding 45.90% of the shares, while the actual controller, Mr. Xie Cun, holds 18.08% directly and 55.62% in total [2]. Product and Market Position - The main products include drilling machines and screw machines, which are widely used in mining, infrastructure, and real estate construction [3]. - The company is recognized as a high-tech enterprise and one of the "specialized and innovative" small giants in China [3]. - The revenue contribution from drilling and engineering screw machines is significant, accounting for 75.90%, 80.06%, and 80.30% of the main business income over the past three years [3]. Financial Performance - The company reported revenues of 79.504 million yuan, 84.037 million yuan, and 88.844 million yuan for the years 2022, 2023, and 2024, respectively, with a net profit of 6.261 million yuan, 8.700 million yuan, and 10.316 million yuan [6]. - The net cash flow from operating activities exceeded the net profit each year [6]. - The asset-liability ratio improved from 45.09% in 2023 to 32.03% in 2024 [7]. Sales and Distribution - The company employs a sales model primarily based on distributors, with distributor revenue accounting for 79.23%, 79.62%, and 79.94% over the past three years [5]. - The number of distributors has decreased from 353 to 345, while distributor revenue has increased from 62.235 million yuan to 70.403 million yuan [5]. Export Performance - Export revenue has been a key driver of growth, with figures of 10.058 million yuan, 18.876 million yuan, and 22.736 million yuan for the years 2022, 2023, and 2024, respectively, representing 12.80%, 23.37%, and 25.82% of total revenue [10]. - Russia is the primary export market, contributing 77.91% of export revenue in 2024, up from 72.70% in 2022 [11][10]. Major Clients - The largest client, OOO AltaiBurMash from Russia, has consistently increased its contribution to the company's revenue, accounting for 20.11% in 2024 [13][14]. - China Railway, previously a significant client, fell out of the top five in 2024 but remains the largest debtor, with accounts receivable making up 35.57% of total receivables [16].

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. Group 1: Equity Structure Design - The premise of equity design is "same share, same right" [1] - Different voting mechanisms exist between the board of directors and the shareholders' meeting, with a "one person, one vote" system for the board [2] - Control points include the ability to call temporary board meetings and the importance of personalized design to prevent loss of control during financing [3] Group 2: Employee Equity Incentives - Employee equity incentives focus on fairness across different positions and ongoing motivation after obtaining equity [4] - Control thresholds are defined: 67% absolute control, 51% relative control, and 34% veto power [4] - Various incentive methods include excess profit incentive, virtual stock, progressive registration stock, option stock, and PSP model [6] Group 3: Investor Rights and Priorities - Investors prioritize capital rights, with shareholding ratios varying by funding stage: 5%-10% in seed stage and 10%-20% in angel round [7] - Voting rights often include veto rights and protective clauses due to concerns over capital safety and trust in the founding team [8] - Priority rights for investors include preferential dividend rights, anti-dilution rights, and other special rights to ensure quick entry and exit of funds [9] Group 4: Course and Practical Insights - The article promotes a course on equity design covering the entire lifecycle from initial setup to exit strategies, emphasizing practical case studies [10][11] - Key topics include survival strategies for SMEs, partnership systems, and dynamic adjustments to equity structures to avoid shareholder conflicts [12][14]

Core Viewpoint - Shandong Yulong Gold Co., Ltd. has voluntarily delisted from the A-share market due to poor operating conditions and deteriorating cash flow, leading to significant uncertainty in its business operations [1][4]. Group 1: Reasons for Voluntary Delisting - The company announced that its poor operating conditions and continuous cash flow deterioration were the primary reasons for the voluntary delisting [4]. - The company faced major uncertainties in its operations, prompting the decision to withdraw its stock from trading on the Shanghai Stock Exchange [4]. Group 2: Financial Performance and Challenges - In 2023, the company reported revenue of 2.4 billion and a net profit attributable to shareholders of 445 million, but still faced significant operational uncertainties [9]. - The company's revenue has declined from 11.35 billion in 2021 to 2.4 billion in 2023, indicating a substantial drop in business performance [9]. - The company has been involved in multiple lawsuits and arbitration disputes, leading to the freezing of core assets and significant financial liabilities [12]. Group 3: Shareholder Dynamics - The controlling shareholder, Jinan High-tech Investment Co., Ltd., acquired shares in Yulong Gold for a total cost of 1.973 billion, becoming the largest shareholder [13][14]. - Jinan High-tech Capital was established in May 2024 and became the new controlling shareholder after acquiring all shares held by Jinan High-tech Holdings [14]. Group 4: Future Plans Post-Delisting - Following the delisting, the company plans to enhance its operational capabilities, improve cash flow, and strengthen its governance structure [8]. - The company intends to apply for listing on the National Equities Exchange and Quotations to maintain stock liquidity and protect minority shareholders' interests [8].

Core Viewpoint - The global venture capital (VC) market is undergoing a reshuffle influenced by technology and geopolitical factors, with a projected increase in total VC investment to $126.3 billion by Q1 2025, and a growing focus on artificial intelligence (AI) investments. However, compliance risks are also rising, necessitating careful navigation of investment structures and antitrust reviews [1]. Group 1: Differences Between CVC and IVC - Independent Venture Capital (IVC) focuses on financial returns, while Corporate Venture Capital (CVC) aims for business integration and early competitive advantages [2]. - IVC typically has a limited partnership structure and lacks industry resource advantages, whereas CVC can leverage industry experience and resources to provide business collaboration opportunities [2]. - CVC has a higher post-investment engagement level with portfolio companies compared to IVC, which has limited post-investment support [2]. Group 2: CVC Investment Structure - CVC investment structures can involve external fundraising, with companies having the capacity to provide funds and potentially attract external capital [4]. - CVCs often focus on specific sectors such as integrated circuits and new-generation information technology, while also engaging in consumer sectors like dining and retail [4]. Group 3: Compliance Considerations - Key compliance points include transaction document focus areas, such as potential conflicts of interest, antitrust risks, and the need for tax considerations [6][8]. - The importance of understanding the implications of antitrust and national security reviews (CFIUS) is emphasized for CVC investments [9]. - Investors must be aware of special rights and obligations post-transaction, including the need for regular updates on key operational and financial information from portfolio companies [15]. Group 4: Special Rights and IPO Considerations - Special rights of investors must be cleared before an IPO, with specific guidelines on when these rights should be terminated [17][18]. - The necessity for clarity on the ownership structure and the absence of significant disputes over share ownership is a rigid requirement for A-share IPOs [18]. - CVCs must ensure that any agreements do not conflict with the principles of equal treatment among shareholders, particularly during the IPO process [18]. Group 5: Course Overview - A course titled "Legal Compliance Points in Corporate Venture Capital (CVC) Operations" will cover the entire process from fundraising to exit, focusing on compliance techniques and transaction document design [19][20]. - The course will also address the historical development of CVC in the U.S. and China, along with notable case studies [21].

Core Viewpoint - The company, SiNan Navigation, reported a significant decline in profitability in its second annual report post-IPO, with a revenue of 412.86 million yuan in 2024, a slight increase of 0.28% year-on-year, but a net loss of 33.05 million yuan, representing a dramatic decline of 179.03% compared to the previous year [1]. Group 1: Revenue and Profitability - The company experienced a decline in gross profit margin, dropping nearly 4 percentage points to the lowest level in five years [3]. - The decrease in terminal prices, particularly for high-precision GNSS boards/modules and data application solutions, led to a significant drop in revenue from these segments, down 12.20 percentage points [5]. - The price of high-precision GNSS boards/modules fell from 374 yuan in 2023 to 303 yuan in 2024, a nearly 20% decrease, while the cost per unit slightly increased, resulting in a gross profit reduction of 93 yuan, or 39% [8]. - The total period expenses increased by 27.95% for sales expenses, 28.20% for management expenses, and 119.44% for financial expenses, contributing to the overall loss [9][10]. Group 2: Accounts Receivable and Financial Health - By the end of 2024, accounts receivable accounted for over 90% of the company's revenue, raising concerns about the authenticity of previous years' revenue [11]. - The accounts receivable balance increased by 1.62 times over five years, with the proportion of accounts receivable to revenue rising significantly, indicating a growing reliance on credit sales [11]. - The company recorded a substantial increase in bad debt provisions, totaling 31.60 million yuan, a 428.29% increase year-on-year, further impacting profitability [15]. Group 3: Government Subsidies - The company's profits have been heavily reliant on government subsidies, which accounted for 97.92% of total profits over the past five years, totaling 97.36 million yuan [16]. - The company has received significant government subsidies, with deferred income from these subsidies expected to contribute to future profits [20]. Group 4: Project Delays and Management Changes - All fundraising projects from the IPO have faced delays, with the completion dates pushed back significantly, indicating potential operational challenges [23][26]. - The company experienced a high turnover in financial management, with the newly appointed financial director resigning after only six months [29]. Group 5: Continued Losses in 2025 - In the first quarter of 2025, the company reported a revenue of 43.83 million yuan, a year-on-year increase of 13.32%, but continued to incur a net loss of 10.38 million yuan, a 46.24% increase in losses compared to the previous year [30].

Core Viewpoint - The article discusses the significant asset restructuring between Haiguang Information Technology Co., Ltd. and Zhongke Shuguang Information Industry Co., Ltd., marking the first major asset restructuring under the newly revised regulations by the China Securities Regulatory Commission (CSRC) [1][4][6]. Group 1: Company Overview - Haiguang Information, listed on the Sci-Tech Innovation Board since August 12, 2022, focuses on the research, design, and sales of high-end processors for servers and workstations, with a total share capital of 2.32434 billion shares and a market capitalization of 316.41 billion yuan as of May 24, 2024 [2]. - Zhongke Shuguang, listed since November 6, 2014, specializes in high-end computers, storage, security, and data center products, with a total share capital of 1.4632 billion shares and a market capitalization of 90.57 billion yuan as of May 24, 2024 [2]. Group 2: Restructuring Details - The restructuring involves Haiguang Information absorbing Zhongke Shuguang through a share exchange, with the latter being the largest shareholder of the former, holding a 27.96% stake [1][2]. - The restructuring is significant as it is the first case following the CSRC's revised regulations, which aim to facilitate and simplify the process of major asset restructuring for listed companies [4][6]. Group 3: Regulatory Changes - The revised regulations include a mechanism for phased payment of shares for asset purchases, extending the registration decision validity to 48 months, and allowing for performance commitments to be fulfilled through either compensation or phased payments [4][5]. - The new rules also increase the tolerance for financial condition changes, related party transactions, and competition, aiming to enhance the independence of listed companies [5]. - A simplified review process for restructuring transactions has been introduced, allowing for quicker registration decisions by the CSRC [5].

Core Viewpoint - The article emphasizes the practical utility and value of the "Private Equity Investment Handbook," which covers essential aspects of private equity investment, including due diligence, risk management, investment agreements, and dispute resolution [1][3]. Summary by Sections Chapter 1: Due Diligence - The first chapter introduces the main processes and methods of due diligence in equity investment, focusing on the "Four Cores" of business due diligence, "Five Definitions" of financial due diligence, and "Six Dimensions" of legal due diligence [7]. - It details the "Four Cores" of business due diligence, which include business and product, target company's industry segmentation, R&D capabilities, and core competitiveness [7]. - The chapter also provides practical examples, such as the "Seven Axes" used by Muddy Waters for due diligence, which includes document review, related party checks, field research, and supplier investigations [10]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four financial risks, ten legal risks, and valuation risks, along with risk mitigation strategies [10]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic through four specific cases [10][11]. - The chapter addresses shareholder verification issues, highlighting three practical problems encountered during IPO processes [13]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories [16]. - It emphasizes the importance of valuation adjustment clauses, which can help manage issues arising from short-term order pursuits that may harm long-term interests [16]. - Other critical clauses include anti-dilution clauses, mandatory sale rights, co-sale rights, priority liquidation rights, and restrictions on equity transfer [18]. Chapter 4: Betting Clauses - The fourth chapter elaborates on betting clauses, covering six dimensions such as betting subjects, conditions, repurchase timelines, and methods [20]. - It raises questions about the legal effectiveness of repurchase claims made by investors within the stipulated timeframe after betting conditions are triggered [20]. - The chapter discusses whether betting agreements must be declared before an IPO and outlines specific regulatory requirements [22]. Chapter 5: Disputes in Betting and Repurchase - The fifth chapter focuses on seven types of disputes related to betting and repurchase, analyzing numerous cases to interpret current judicial reasoning [23]. - It examines how courts adjudicate cases where both cash compensation and equity repurchase are requested by the target company [25]. - The chapter provides a systematic comparison of disputes in betting and repurchase from both practical and theoretical perspectives, making it engaging for readers [26].

Core Viewpoint - Tianye Co., Ltd. (832023) disclosed a non-standard audit opinion for its 2024 annual report, indicating potential financial fraud and risks of delisting [1][10][14] Financial Performance Summary - In the 2024 annual performance report, the net profit attributable to the parent company was revised to 9.65 million yuan, a decrease of 1.89 million yuan or 66.22% from the previous estimate [2] - The company's operating income for 2024 was 493.55 million yuan, a slight increase of 7.34% compared to 2023, but the gross profit margin fell to 20.52% from 21.68% [9] - The net profit attributable to shareholders dropped by 71.07% compared to 2023, indicating a significant decline in profitability [9] Audit Findings - The audit report revealed several issues, including uncollectible sales revenue of 16.02 million yuan and inflated procurement costs of 8.55 million yuan, raising doubts about the authenticity of financial statements [10][11][12] - The internal control audit received a negative opinion, highlighting major deficiencies in the company's internal controls, which could lead to delisting risks [14][17] Internal Control Issues - The internal control report identified that management bypassed internal controls, leading to failures in key control points [14] - Specific deficiencies included improper procurement practices, such as inflated purchase amounts and lack of proper documentation for transactions [15][16] - The company has not corrected prior accounting errors, further complicating the reliability of its financial reporting [17]