Core Viewpoint - The number of IPOs in A-shares for 2024 reached only 100, marking the lowest in a decade. In response to tightened IPO regulations and frequent merger policies, many companies are shifting towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline operational key points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [3]. Overview of Capital Operations - The manual includes sections on the purposes of M&A, types of restructuring, payment methods, financing arrangements, and operational processes, providing a comprehensive overview of capital operations [4]. Due Diligence - Due diligence is emphasized, detailing the objects, principles, and methods involved, as well as common issues encountered during the process [4]. Financial Norms - The manual discusses the importance of assessing the financial viability of potential sellers, highlighting that many M&A failures stem from information asymmetry and poor communication [10][11]. Negotiation Techniques - Negotiation strategies are crucial in M&A, with the manual providing insights on preparation, tactics, and common pitfalls during negotiations [25]. Case Studies - The manual includes numerous case studies to illustrate various M&A scenarios, such as offer acquisitions, agreement acquisitions, and management buyouts, enhancing understanding of practical applications [27][29]. Integration Post-M&A - The final chapter focuses on the execution of integration post-M&A, sharing experiences and strategies for merging teams, businesses, and cultures effectively [30].

"并购六条"等新政发布后，并购一直是大家的热议话题。同时，跨界并购市场热度也是居高不下！因 此， 如今的跨界并购市场，在规则驱动下呈现出不少新动向： 44444、、、、、88888家家家家家标标标标标的的的的的曾曾曾曾曾终终终终终止止止止止IIIIIPPPPPOOOOO或或或或或处处处处处于于于于于辅辅辅辅辅导导导导导阶阶阶阶阶段段段段段 31家跨界并购标的中，有7家为IPO终止或IPO辅导企业，如粤宏远A收购的博创智能于2024 年6月科创板IPO终止；中核科技收购的中核西仪于2023年3月科创板IPO终止。值得一提的 是，上述IPO撤材料企业到上市公司披露收购，大部分都不到一年时间。 55555、、、、、上上上上上市市市市市公公公公公司司司司司普普普普普遍遍遍遍遍属属属属属于于于于于传传传传传统统统统统行行行行行业业业业业且且且且且业业业业业绩绩绩绩绩承承承承承压压压压压 11111、、、、、大大大大大部部部部部分分分分分上上上上上市市市市市公公公公公司司司司司买买买买买方方方方方运运运运运作作作作作规规规规规范范范范范 根据并购六条，支持跨行业收购前提是收购方上市公司必须是"运作规范"，31家跨界收购的 ...

Core Viewpoint - The People's Bank of China and the State Administration of Foreign Exchange have issued a draft notification to streamline the management of funds for domestic enterprises listed abroad, aiming to enhance cross-border financing convenience and support high-level opening-up [3][4]. Group 1: Background - The draft notification is a response to the need for unified management policies for cross-border funds related to domestic enterprises going public abroad, as existing policies are inconsistent [4]. - The shift from an approval system to a filing system by the China Securities Regulatory Commission necessitates updates to foreign exchange management policies [4]. - The existing management framework has been in place for over a decade, and feedback indicates that it lacks convenience in areas such as registration time requirements and fund exchange [4]. Group 2: Main Content - The notification consists of 26 articles, primarily focusing on the integration of foreign and domestic currency management policies [5]. - Funds raised from overseas listings can be repatriated in either foreign currency or RMB, using capital project settlement accounts for transactions [5]. - Companies can autonomously manage foreign exchange risks and choose their methods for hedging through banks or brokers [5]. Group 3: Simplification and Flexibility - The management procedures have been simplified, allowing banks to handle registration directly instead of the foreign exchange bureau [6]. - The registration time for issuing and increasing capital has been extended from 15 to 30 working days, while the time for reducing holdings has been adjusted from 20 working days before to 30 working days after the reduction [6]. - Companies are allowed to retain funds abroad for reasonable business needs if they have obtained prior approvals from relevant authorities [6][10]. Group 4: Fund Management Regulations - Funds raised from overseas listings should generally be returned to the domestic market, with specific provisions for retaining funds for direct investments abroad [10]. - The notification clarifies the management requirements for convertible bonds issued abroad and the conversion of such bonds into stocks [10]. - Companies must ensure that the use of raised funds aligns with the disclosures made in their prospectuses or bond offering documents [11]. Group 5: Compliance and Reporting - Domestic enterprises and their shareholders must comply with international balance of payments reporting requirements and maintain accurate records of transactions [17][18]. - Financial institutions are required to conduct thorough compliance checks on business registrations, account openings, and fund exchanges to prevent money laundering and terrorist financing [18]. - Violations of the notification may result in corrective measures and administrative penalties from regulatory authorities [18].

Core Viewpoint - The Shenzhen Stock Exchange has imposed disciplinary actions against Zhongding Hengsheng Gas Equipment (Wuhu) Co., Ltd. and related parties, including its sponsor, auditor, and legal service provider, due to significant violations during the IPO process, leading to the termination of its IPO review on March 4, 2024 [1][2][3]. Group 1: Disciplinary Actions - Zhongding Hengsheng is prohibited from submitting any IPO application documents for one year from May 23, 2025, to May 22, 2026 [3][20]. - The actual controllers and executives of Zhongding Hengsheng received public reprimands for their roles in the violations [20]. - The sponsor, Guotai Haitong Securities, and its representatives, Jia Chao and Chen Jinke, are barred from signing any IPO application documents for six months from May 23, 2025, to November 22, 2025 [4][16]. Group 2: Violations Identified - Zhongding Hengsheng failed to disclose significant internal control deficiencies affecting the reliability of financial information, including issues with R&D expense controls and revenue recognition [3][10][11]. - The company did not fully disclose special rights clauses in its betting agreements, which were required under regulatory guidelines [14][15]. - The audit firm, Rongcheng CPA, and its signing accountants did not adequately verify the internal control effectiveness and issued inaccurate audit opinions [6][29]. Group 3: Financial Irregularities - The company reported significant discrepancies in its financial data, with asset totals and net assets showing variance rates of 43% and 36% respectively for 2020 [9]. - R&D expenses were reported at 12.21 million yuan for 2022, but the internal controls related to these expenses were found to be inadequate [10]. - Revenue recognition practices were found to be non-compliant, with instances of recognizing revenue before the completion of product delivery [11][12]. Group 4: Legal and Compliance Issues - The legal service provider, Beijing Hairun Tianrui Law Firm, failed to conduct thorough checks on the actual control funds and the sources of new shareholders' investments [5][22]. - The firm and its signing lawyers received written warnings for their inadequate compliance with regulatory requirements during the IPO process [22][24].

Core Viewpoint - The article discusses the significant changes in the control of Sailong Pharmaceutical Group Co., Ltd. (*ST Sailong, 002898) following the signing of a share transfer agreement, alongside the company's poor financial performance leading to a delisting risk warning. Group 1: Share Transfer and Control Change - The controlling shareholders, Cai Nanguai and Tang Lin, signed a share transfer agreement to sell 14.16% of the company's shares to Hainan Yayi, amounting to a total transaction value of RMB 199,297,640.00 at a price of RMB 8 per share [1] - Following the transaction, Hainan Yayi will become the controlling shareholder, and the company will have no actual controller since Hainan Yayi currently has no actual controller [1] - The shareholding structure will change significantly, with Cai Nanguai's shareholding dropping from 51.15% to 38.36%, and Tang Lin's from 5.47% to 4.10% [1] Group 2: Financial Performance - Sailong Pharmaceutical reported a revenue of RMB 263.57 million in 2024, a decrease of 15.15% compared to 2023, and a net loss of RMB 33.15 million, a decline of 447.67% year-on-year [2][3] - The company has been issued a delisting risk warning due to its negative net profit and revenue falling below RMB 300 million [3][4] Group 3: Regulatory Actions - The company received a warning letter from the Guangdong Securities Regulatory Bureau due to discrepancies between its earnings forecast and actual performance, as well as failure to disclose potential delisting risks in a timely manner [4][5] - Key executives, including the chairman and financial director, were held responsible for the company's non-compliance with disclosure regulations [5] Group 4: New Shareholder Background - Hainan Yayi, the acquiring entity, was established on May 15, 2025, specifically for this transaction and currently has no actual business operations [6] - The partnership structure of Hainan Yayi indicates that it lacks an actual controller, with decision-making requiring unanimous agreement among partners [8]

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 abroad are greater than many anticipate, necessitating a comprehensive guide to enhance the success rate of overseas ventures [1]. Group 1: Overview of the Guide - The "China Enterprises Going Abroad Guide" consists of 332 pages and 155,000 words, covering nine chapters that address practical aspects of overseas expansion, including overseas layout, regulatory requirements, equity structure, approval processes, transaction documents, compliance risks, tax considerations, and regional country analyses [3][14]. Group 2: Key Legal and Compliance Considerations - Chapter 3 details the approval processes for overseas investment, including obtaining necessary certificates from relevant departments and completing foreign exchange registration [15][17]. - Chapter 5 focuses on transaction structure arrangements and key clauses in investment agreements, such as investment transaction terms and warranty clauses [21][24]. - Chapter 7 emphasizes the importance of compliance management, outlining a six-step approach to establish a compliance management framework [26][29]. Group 3: Tax Considerations and Financial Management - The guide discusses tax considerations related to equity structure and operational models, highlighting the importance of effective tax planning and cross-border tax coordination [6][8]. - It also addresses the management of foreign debt registration and the implications of the new regulatory framework established by the National Development and Reform Commission [19]. Group 4: Popular Destinations for Overseas Investment - Chapter 9 provides insights into popular investment destinations, detailing the economic conditions, import-export structures, and foreign investment policies of five key countries, including the UAE, which is highlighted for its strategic location and favorable investment environment [31][34].

Core Viewpoint - The article highlights the recovery of the IPO process for Jiangxi Aifenda Heating Technology Co., Ltd., emphasizing its leading position in the electric towel rack industry and its commitment to technological innovation and smart manufacturing, projecting a revenue breakthrough of 1 billion yuan in 2024 [1][4]. Group 1: Company Overview - Aifenda specializes in the research, production, and sales of electric towel racks, leveraging nearly 20 years of experience in the industry [2]. - The company has established strong partnerships with international building material giants and has a sales network covering major developed markets such as the UK, Germany, and France [1][4]. Group 2: Technological Innovation - Aifenda has developed a comprehensive technology matrix covering the entire product supply chain, introducing advanced features such as smart connectivity and precise temperature control in its electric towel racks [2]. - The company has invested significantly in R&D, with expenses increasing from 25.27 million yuan in 2022 to 33.34 million yuan in 2024, resulting in a patent portfolio of 736, including 87 invention patents [3]. Group 3: Market Performance - In 2022, Aifenda sold over 1.4 million towel racks, making it one of the largest manufacturers in China and a key supplier in the European market [4]. - The company's revenue has shown a compound annual growth rate (CAGR) of 12.15% from 2020 to 2024, with projected revenue reaching 1.05 billion yuan in 2024, reflecting a year-on-year growth of 26.44% [5]. Group 4: Smart Manufacturing - Aifenda has made significant strides in smart manufacturing, establishing the first intelligent unmanned production line for electric towel racks in China and achieving L7-level certification for digital development [6]. - The company's gross margin improved from 20.84% in 2020 to 27.34% in 2024, indicating enhanced profitability driven by smart manufacturing practices [6]. Group 5: Market Expansion Strategy - Aifenda has focused on both international and domestic markets, leveraging its established presence in Europe while expanding into emerging markets like Kazakhstan and Poland [7]. - The company is also capitalizing on the domestic renovation trend, utilizing e-commerce platforms and strategic partnerships with leading real estate firms to enhance its market reach [7][8].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has imposed penalties on Zhongshen Hua Accounting Firm for failing to conduct due diligence during the audit of Ningxia Yuangao Industrial Group's financial statements for 2018 and 2019, resulting in false records of cash, revenue, and profits [1][5]. Summary by Sections Audit Violations - Zhongshen Hua's audit reports contained false records, with Ningxia Yuangao's 2018 and 2019 annual reports showing inflated cash, revenue, and profit figures [1][5]. - The firm failed to develop specific audit plans and did not adequately identify and assess risks, leading to significant deficiencies in fraud risk response and audit procedures [6][8]. Specific Audit Failures - The firm did not independently send confirmation letters and failed to monitor the mailing process, exposing the audit to risks of interception and alteration [11]. - In 2018 and 2019, Zhongshen Hua did not execute planned audit procedures to test the effectiveness of the financial reporting system, violating relevant auditing standards [7][8]. Penalties Imposed - The CSRC has ordered the confiscation of Zhongshen Hua's audit business income amounting to 754,717 yuan and imposed a fine of approximately 1,509,433 yuan. The two signing accountants, Zhao Gang and Wang Haiting, were each fined 250,000 yuan [2].

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 transaction structure, risk, tax treatment, and operational continuity [1]. Comparison of Asset Acquisition vs. Equity Acquisition - **Transaction Object**: Asset acquisition involves the assets of the target company, while equity acquisition involves the equity of the target company [1]. - **Transaction Subject**: In asset acquisition, the parties are the acquirer and the target company; in equity acquisition, they are the acquirer and the shareholders of the target company [1]. - **Internal Decision-Making**: Asset acquisition decisions depend on the company's articles of association, while equity acquisition requires notifying other shareholders [1]. - **External Approval**: Asset acquisitions generally do not require approval, whereas equity acquisitions involving foreign or state-owned enterprises do [1]. - **Business Registration Changes**: Asset acquisitions do not involve changes, while equity acquisitions do [1]. - **Property Transfer Registration**: Required for asset acquisitions but not for equity acquisitions [1]. - **Debt Changes**: Asset acquisitions involve changes in debt, while equity acquisitions do not [1]. - **Potential Risks**: Asset acquisitions do not bear the potential risks of the target company, while equity acquisitions do [1]. - **Tax Differences**: Asset acquisitions may incur various taxes, including VAT and income tax, while equity acquisitions are subject to capital gains tax [1]. - **Operational Qualifications**: Asset acquisitions do not enjoy the operational qualifications of the target company, while equity acquisitions do [1]. - **Continuity of Management and Performance**: Asset acquisitions do not ensure continuity, while equity acquisitions do [1]. Control Acquisition Methods - Control acquisitions in A-share listed companies can be categorized into three main types: tender offers, agreement acquisitions, and indirect acquisitions [1]. - **Tender Offer Example**: Guangdong Galanz Home Appliance Manufacturing Co., Ltd. acquired control of Whirlpool, with a tender offer for 46.75 million shares, representing 61% of the total share capital [1]. - **Agreement Acquisition Example**: Xinlinfei Investment Co., Ltd. acquired control of Huichang Communications by signing a share transfer agreement [1]. - **Indirect Acquisition Example**: JD Zhaofeng acquired control of Debon Holdings through a series of share transfers and voting rights arrangements [1]. Course Overview - The article also introduces a course on control acquisitions, covering legal definitions, risk assessments, and various acquisition methods, including real case analyses [12][14].

Core Viewpoint - Qingdao Zhongzi Zhongcheng Group Co., Ltd. (*ST Zhongcheng) has been under investigation for suspected violations of information disclosure laws, leading to significant financial discrepancies and potential delisting from the Shenzhen Stock Exchange [1][3][8]. Group 1: Investigation and Financial Misconduct - The company was officially investigated by the China Securities Regulatory Commission (CSRC) on January 16, 2025, for suspected information disclosure violations, with a notice of administrative penalty received on April 30, 2025 [1][3]. - From 2017 to 2021, the company inflated total profits by 776 million yuan and understated total profits by 567 million yuan [1][4]. - The company reported false financial data related to its projects in the Philippines and Indonesia, including premature revenue recognition and failure to write off expired mining rights [3][4]. Group 2: Specific Financial Irregularities - In 2017, the company inflated operating income by 1.403 billion yuan, accounting for 92.18% of reported operating income, and inflated total profits by 552.77 million yuan, which was 136.17% of reported total profits [4]. - In 2018, the inflated operating income was 467.89 million yuan (36.00% of reported income) and inflated total profits were 217.76 million yuan (94.92% of reported profits) [4]. - In 2019, the company understated operating income by 672.44 million yuan (88.83% of reported income) and total profits by 285.38 million yuan (78.36% of reported profits) [4]. Group 3: Legal and Regulatory Consequences - The company has received a notice of termination of listing from the Shenzhen Stock Exchange, with trading suspended since May 6, 2025 [1][8]. - The CSRC has proposed penalties including a fine of 7.5 million yuan for the company and various fines for key individuals involved in the misconduct [7][8]. - The company has been under audit scrutiny, receiving "qualified opinions" for three consecutive years, indicating ongoing concerns about its financial reporting [11][12].