文/梧桐兄弟 4月27日，北交所上市公司云创数据（835305）公告，因公司涉嫌信息披露违法违规，被中国证监会立案。 一、2024年财务报告为非标准审计意见，几乎坐实财务造假 4月29日，云创数据披露2024年年度报告，2024年财务报告 为非标准审计意见、无法表示意见 。 根据上会会计师事务所《关于南京云创大数据科技股份有限公司2024年度财务报告非标准审计意见的专项说明》（《专项说明》），非标准审计意见涉及的主要 内容如下： 1、云创数据收到中国证券监督管理委员会立案告知书 我们注意到如财务报表附注六、7、其他应收款所述， 云创数据披露应收控股股东往来款人民币534,510,902.38元,我们无法设计和实施必要的审计程序以获取充分 适当的审计证据证实该项其他应收款所涉及业务的真实性 ，无法确认该款项的真实性、完整性、可回收性以及坏账准备计提的充分性。 4、持续经营存在重大不确定性 如后附的财务报表所示，截至2024年12月31日云创数据的 货币资金余额为人民币139,966,926.94元(其中募集资金账户余额为人民币81,587,907.85元) ，短期借款余 额为人民币140,428,240.77元 ...

Core Viewpoint - The article discusses the recent share transfer agreement signed by the controlling shareholder of Wuxi Honghui New Materials Technology Co., Ltd., indicating a change in control from Xiang Hongwei to Wuxi Xigang Qixing Technology Partnership, which will hold 29.99% of the shares post-transaction [1][6]. Summary by Sections Share Transfer Agreement - Xiang Hongwei signed a share transfer agreement to sell 29.99% of his shares (54,672,366 shares) to Wuxi Xigang Qixing at a price of RMB 15.9077 per share, totaling approximately RMB 869.71 million [1][8]. - After the transaction, Xiang will hold 22.82% of the shares, while Wuxi Xigang will become the controlling shareholder [1][6]. Company Performance - Honghui New Materials' revenue has declined significantly from RMB 749.26 million in 2021 to RMB 372.79 million in 2023, a decrease of 27.82% year-on-year [2][3]. - The net profit attributable to shareholders also fell from RMB 85.93 million in 2021 to RMB 50.88 million in 2023, marking a 39.83% decline [3][4]. - In 2024, there are signs of recovery with revenue increasing to RMB 455.51 million, a 22.19% year-on-year growth, and net profit rising to RMB 59.24 million, up 16.43% [4]. Management Changes - Xiang Liang took over as chairman in October 2020, and the company has seen a significant drop in performance since then, with net profit decreasing by 48.77% in 2023 compared to 2022 [2][3]. Ownership Structure - The new controlling entity, Wuxi Xigang Qixing, is linked to the Wuxi Xishan District State-owned Enterprise Reform and Development Service Center, which will now oversee the company [6][10]. - Prior to this transaction, Xiang Hongwei was the controlling shareholder with 52.81% of the shares, but will now be reduced to the second-largest shareholder [1][8]. Previous Attempts to Transfer Shares - This is not the first attempt by Xiang Hongwei to transfer shares; a previous attempt in August 2023 to sell the same percentage to another party was terminated due to a lack of agreement [12][13].

Core Viewpoint - The article analyzes the financial performance of A-share listed companies in the first quarter of 2025, highlighting a slight increase in net profit while also noting a significant number of companies experiencing declines in profitability compared to the previous year. Financial Performance Summary - As of May 5, 2025, out of 5411 A-share listed companies, 5399 disclosed their Q1 2025 financial reports, with a total net profit of 1.42 trillion yuan, representing a year-on-year increase of 3.33% [1] - The median net profit was 15.99 million yuan, while the average was 26.23 thousand yuan [1] - Among the 5399 companies, 3877 reported profits, with Industrial and Commercial Bank of China (ICBC) leading with a net profit of 83.87 billion yuan [1] - Conversely, 1522 companies reported losses, with Vanke A at the bottom, showing a loss of 6.04 billion yuan [1] Year-on-Year Growth Analysis - Of the 5399 companies, 2489 experienced a year-on-year decline in net profit, accounting for 46.10% of the total, with 1571 companies seeing declines exceeding 30% and 1140 companies with declines over 50% [2] - In contrast, 2910 companies reported year-on-year growth in net profit, making up 53.90% of the total, with 1692 companies achieving growth over 30% and 1262 companies over 50% [2] - For example, Jingrui Electric Materials reported a net profit of 9.22 million yuan, up 16887.71% from the previous year [2] Key Company Performances - The top companies by net profit in Q1 2025 include: - ICBC: 83.87 billion yuan (down 3.69% from Q1 2024) - China Construction Bank: 83.27 billion yuan (down 4.16%) - Agricultural Bank of China: 71.99 billion yuan (up 2.34%) - China Petroleum: 46.56 billion yuan (up 1.50%) [3] - Notable declines include: - China Life: 28.86 billion yuan (down 17.53%) - China Petroleum: 13.22 billion yuan (down 27.29%) [3] Additional Company Insights - Companies with significant year-on-year profit increases include: - BYD: 817.16 million yuan (up 117.80%) - China Insurance: 12.82 billion yuan (up 43.54%) [3] - Conversely, companies with substantial losses include: - China Shenhua: 11.71 billion yuan (down 28.89%) - China Pacific Insurance: 9.62 billion yuan (down 18.11%) [3] Summary of Performance Trends - The overall trend indicates a mixed performance among A-share companies, with a slight increase in total net profit but a significant number of companies facing profitability challenges, reflecting a complex economic environment [1][2][3]

Core Viewpoint - The article discusses the differences between reverse mergers and quasi-reverse mergers, highlighting their distinct characteristics and regulatory implications in the context of recent policies such as the "Six Merger Rules" [1]. Summary by Sections Reverse Mergers (Restructuring Listings) - Reverse mergers involve a non-listed company acquiring control of a listed company (shell company) through means such as asset swaps, thereby achieving a listing indirectly. This process serves as an alternative path for asset securitization and must meet IPO-like audit standards [2]. - Key criteria for identifying reverse mergers include: 1. Change of control must occur within 36 months, with asset purchases from the acquirer or related parties [3]. 2. The total assets purchased must exceed 100% of the listed company's total assets from the previous fiscal year [3]. 3. The purchased assets must generate over 100% of the listed company's revenue from the previous fiscal year [3]. 4. The net assets of the purchased assets must also exceed 100% of the listed company's net assets from the previous fiscal year [3]. 5. If the asset purchase leads to a fundamental change in the listed company's main business, it may also be classified as a reverse merger [3]. - Other special circumstances recognized by the China Securities Regulatory Commission (CSRC) may also lead to a reverse merger classification [4]. Quasi-Reverse Mergers (Avoidance Restructuring) - Quasi-reverse mergers are capital operations designed to circumvent the recognition standards of reverse mergers. They achieve similar outcomes to reverse mergers without formally triggering regulatory conditions through methods like staged transactions and financial engineering [6]. - The core logic involves not fully meeting the criteria of "change of control + asset scale compliance" while still achieving asset listing indirectly [6]. - Key characteristics include: 1. No change in the actual controller of the listed company [7]. 2. Asset purchases may occur after 36 months from the initial control change [7]. 3. The main business may change through acquisitions from third parties not controlled by the acquirer [7]. 4. The acquisition scale is kept below 100% to avoid triggering reverse merger conditions [7]. Key Differences Between Reverse Mergers and Quasi-Reverse Mergers - Reverse mergers require meeting all specified criteria, including a change of control, asset acquisition within 36 months, and significant asset scale [9]. - Quasi-reverse mergers typically only need to satisfy 2-3 of these conditions, making them less stringent [9]. - Regulatory recognition and operational complexity differ significantly between the two, with reverse mergers being more standardized and quasi-reverse mergers being more complex and reliant on legal and financial structuring [10].

Group 1 - The company, Qianjiang Yong'an Pharmaceutical Co., Ltd., announced that its actual controller and chairman, Chen Yong, is under investigation and has been detained, leading to a stock price drop and a total market value of 3.424 billion yuan [1] - The company was listed in March 2010 and primarily engages in the research, production, and sales of taurine products, epoxy ethane, and health-related products, as well as investments in the health sector [2] - The company's revenue for the years 2022, 2023, 2024, and the first quarter of 2025 was 1.46245 billion yuan, 972.89 million yuan, 838.81 million yuan, and 171.15 million yuan respectively, with net profit attributable to the parent company showing fluctuations [2] Group 2 - Chen Yong, born in January 1959, is currently 66 years old and received a salary of 2.5741 million yuan for the year 2024 [2] - As of March 31, 2025, Chen Yong directly holds 21.54% of the company's shares, with a market value of 737.5 million yuan [2]

文/飞云 截至2025年4月30日，A股5411家上市公司中，共有5071家公司在2024年年度报告中披露了具体的研发费 用，其中研发费用过亿的有2012家。研发费用前五名分别为：比亚迪、中国建筑、中国移动、中国中铁、 中国交建。科创板、创业板公司研发费用最多的分别是百济神州、宁德时代。本文根据同花顺提供的最新 数据，整理统计了A股研发费用前100名、科创板和创业板研发费用的前30名，具体如下： 一、A股2024年研发费用前100名 研发费用最高的100家公司研发费用合计76995146.25万元，中位数为365510.85万元，平均数为769951.46万 元。比亚迪以5319474.50万元的研发费用位列2024年A股上市公司研发投入榜首。 | 序号 | 股票代码 | 股票简称 | 研发费用(万元) | | --- | --- | --- | --- | | | | | 2024/12/31 | | 1 | 002594.SZ | 比亚迪 | 5319474.50 | | 2 | 601668.SH | 中国建筑 | 4545933.90 | | 3 | 600941.SH | 中国移动 | 281630 ...

Core Viewpoint - The article emphasizes the challenges and complexities of working in investment banking, particularly for newcomers, and introduces a comprehensive learning package designed to help them navigate the industry effectively [1][4]. Group 1: Learning Package Overview - 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 [2][42]. - "Investment Banking Growth Notes" consists of 312 pages, over 120,000 words, and 9 chapters, covering career planning, industry insights, and essential skills for investment banking professionals [4][42]. Group 2: Chapter Summaries - Chapters 1 and 2 provide foundational knowledge about investment banking, including department divisions, regulatory frameworks, essential skills, project classifications, daily tasks, and industry trends [6]. - Chapters 3 to 7, which occupy about 62% of the book, detail the skills necessary for industry research, client acquisition, due diligence, financial analysis, and company valuation [10]. - Chapter 3 focuses on industry research techniques, including quantitative thinking, macro data analysis, and key financial indicators for sectors like catering, liquor, pharmaceuticals, automotive, and real estate [12][10]. - Chapter 4 shares insights from a seasoned underwriter on acquiring IPO business, emphasizing the importance of building and maintaining business channels [15]. - Chapter 5 outlines the due diligence process, detailing how to collect and verify information and analyze materials to draw conclusions [22]. - Chapter 6 explains how to analyze financial statements, focusing on the relationships between balance sheets, income statements, and cash flow statements, along with key financial metrics [24][26]. - Chapter 7 discusses valuation methods, including relative and absolute valuation techniques, and how companies can enhance their valuation [27][29]. - Chapters 8 and 9 specifically address IPO projects, highlighting common regulatory concerns and the roles of various departments in the IPO process [32][35].

截至2025年4月30日，A股5411家上市公司中共有5402家公司披露了2024年年度报告，按照同花顺提供的最新数据，这5402家公司2024年实 现扣非归母净利润合计4.85万亿，同比下降1.26%，中位数为5835.00万元，平均数为89821.67 万元。 这5402家公司中，共计3795家公司在2024年度实现盈利，工商银行（601398.SH）以3642.77亿元的扣非归母净利润占据榜首，较2023年同 比增长0.79%；1607家公司扣非归母净利润为负，其中万科A（000002.SZ）亏损高达453.94亿元，扣非净利润垫底，同比变动-563.49%。 | 序号 | 股票代码 | 股票简称 | 扣非净利润(万元) | 扣非净利润(万元) | 同狀增长 | | --- | --- | --- | --- | --- | --- | | | | | 2024.12.31 | 2023.12.31 | | | .1 | 601398.SH | 工商银行 | 36427700.00 | 36141100.00 | 0.79% | | 2 | 601939.SH | 建设银行 | 33532300.00 ...

Core Viewpoint - In 2023 and 2024, a total of 413 new companies were listed on the A-share market, with a significant portion experiencing a decline in net profit [1] Group 1: New Listings Overview - A total of 413 new companies were listed in the A-share market from 2023 to 2024, with 313 in 2023 and 100 in 2024 [1] - Among these, 253 companies (61.26%) are projected to have a year-on-year decline in net profit for 2024 [1] Group 2: Profit Decline Details - Out of the 253 companies with declining profits, 146 companies are expected to see a decline of over 30%, and 93 companies are projected to decline by more than 50% [1] - The total net profit for these 253 companies is estimated to be 18.172 billion yuan in 2024, reflecting a year-on-year decrease of 52.25% [1] - The median net profit for these companies is 41.25 million yuan, while the average is 71.83 million yuan [1] Group 3: Case Study - For instance, Kangxi Communication reported a net profit of 1.8823 million yuan in 2023, which is expected to drop to -9.61981 million yuan in 2024, marking a decline of 5210.68% [1]

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 due to trade wars, tariff barriers, and anti-globalization impacts. To enhance the success rate of overseas expansion, the "China Enterprises Going Abroad Guide" has been developed to outline common pitfalls and key considerations for companies [1]. Group 1 - The "China Enterprises Going Abroad Guide" consists of 332 pages and 155,000 words, covering nine chapters that comprehensively address practical points of overseas expansion from various angles, including overseas layout, regulatory requirements, equity structure, approval processes, transaction documents, compliance risks, tax considerations, and regional country specifics [3]. - Key time points and trends in overseas expansion are discussed, including changes in destination, historical waves of expansion, shifts in modes of expansion, future outlooks, new growth points, and policy support [4]. - The guide emphasizes the main advantages of going abroad, such as resource and technology acquisition and risk diversification from a single market [4]. Group 2 - The second chapter focuses on constructing a reasonable overseas equity structure, providing three diagrams to illustrate how companies should build their overseas equity frameworks and the factors to consider [7]. - The third chapter outlines the approval processes involved in overseas investment and financing, detailing the necessary steps such as applying for records or approvals from relevant departments and completing foreign exchange registration [13][15]. - The fifth chapter highlights transaction structure arrangements and key agreements, including investment agreements and letters of intent, along with an analysis of critical clauses within these agreements [21][23]. Group 3 - The seventh chapter addresses compliance management, outlining the current compliance landscape for overseas expansion and necessary compliance guidelines, suggesting a six-step approach to build a compliance management framework [25]. - The ninth chapter shares methods for gathering country-specific information and details the basic situations, import-export structures, important international agreements, legal systems, and foreign investment policies of five popular countries for Chinese enterprises [29].