实践中，大多数IPO企业都会设立股权激励的持股平台， 主要的组织形式为有限合伙企业的形式， 甚至也存 在实控人在持股平台（有限合伙企业）中持有较高份额的情况。也因此，在实际工作中，无论是投行、会计 师、律师、还是拟IPO企业的董秘、财务总监等，都将面临一系列与合伙企业息息相关的涉税难点与争议。 那么，合伙企业在日常税务处理中有哪些难点呢？其中，又有哪些问题是你正在经历和思考的？ 难点1： 合伙企业产生了利润但未做实际分配，合伙人是否不用计缴所得税？如何理解合伙企业的"先分后 税"？ 难点2： 合伙协议可约定将全部利润分配给部分合伙人吗？ 难点3： 多层合伙架构中利息、股息、红利所得如何纳税？纳税义务时间？ 难点4： 合伙企业取得股息红利收益，再分配给法人合伙人，法人合伙人是否享受居民企业股息红利免税政 策？ 难点5： 合伙企业自然人合伙人从A股取得股息所得是否可享受免征个人所得税？ 难点6： 被投资企业资本公积转增股本，合伙企业合伙人按"股息红利"缴纳了个税，后续合伙企业合伙人转 让合伙份额，该份额对应的成本如何认定？针对被投资企业资本公积转增股本对应合伙企业已缴纳个税的投 资或收益金额，能否作为下次转让时的 ...

Core Viewpoint - The current venture capital primary market is in a downward cycle, presenting more challenges for both investors and companies, with increasing complexity in balancing investor and company demands [1]. Group 1: Learning Package Overview - The "Enterprise Equity Financing Learning Package" aims to assist companies in understanding equity financing and attracting suitable investors [1]. - The package includes a printed manual, online courses, and customized notebooks [2][3]. Group 2: Manual Content Structure - The "Enterprise Equity Financing Manual" consists of approximately 100,000 words and 232 pages, divided into two main parts focusing on the process and practical points of equity financing for non-listed companies [6][8]. - The first part covers ten key aspects of equity financing, including identifying good companies from an investor's perspective, business planning, financing strategies, company valuation, and negotiation of investment agreements [9][10]. Group 3: Key Topics in Manual - The manual uses relatable metaphors, such as "a glass of beer," to explain critical concepts in the investment field [11]. - It emphasizes the importance of valuation and equity structure design, providing specific formulas and case studies for better understanding [12]. - The ninth section focuses on identifying potential pitfalls in investment agreements to avoid confusion caused by complex legal terms [13]. Group 4: Practical Insights - The second part delves into essential aspects of equity financing, including internal control systems, equity structure design, business plan writing, and tax risks associated with equity transfer [14]. - It discusses common equity structure issues through case studies of failed companies, providing insights for designing effective equity structures [16]. - The manual also addresses strategies for negotiating with investors, particularly regarding performance guarantees and board seats [20]. Group 5: Conclusion - Overall, the "Enterprise Equity Financing Manual" combines perspectives from both companies and investors, sharing practical experiences and strategies to identify potential risks in the financing process [21].

文/海桐 7月18日，中国证监会官网披露，杭州宇树科技股份有限公司（下称"宇树科技"）已正式启动A股上市辅导，由中信证券担任保荐机构。作为国内人形机器人领域 的头部企业之一，宇树科技计划于2025年10月递交上市申请文件，拟登陆科创板，若进展顺利，有望成为A股"人形机器人第一股"。 | 辅导对象 | 辅导机构 | 备案时间 辅导状态 | 派出机构 | 报告类型 | 报告标题 | | --- | --- | --- | --- | --- | --- | | 杭州宇树科技股份有限公司 | 中信证券股份有限公司 | 2025-07-18 辅导备案 | 浙江证监局 | 辅导备案报告 | 关于杭州宇树科技... | | 时间 | 辅导内容 | 实施方案 | 辅导人员 | | --- | --- | --- | --- | | 2025 年 7 | 督促接受辅导人员进行全面的法规知识学 习及培训,由专业人员进行必要的授课, 则,理解作为公众公司在规范运作、信息 | 中信证券及其他辅导 机构对接受辅导人员 自学,个别答疑 | 中信证券、 德恒律师、 容诚会计师 辅导人员 | | | 确保其理解发行上市有关法律法规和规 | ...

Core Viewpoint - Jiangsu Nuotai Aosaikeno Biopharmaceutical Co., Ltd. is facing administrative penalties due to significant violations in financial reporting and information disclosure, leading to a warning and substantial fines for the company and its executives [1][2][12]. Summary by Sections Violations Identified - The company’s 2021 annual report contained false records, inflating business revenue by 30 million yuan and total profit by 25.9516 million yuan, which accounted for 20.64% of the reported profit for that period [1][5][12]. - The company fabricated significant false content in public issuance documents, particularly in the financial accounting information section of the convertible bond issuance prospectus [1][9][12]. Administrative Penalties - The China Securities Regulatory Commission (CSRC) plans to impose a fine of 47.4 million yuan on the company and a warning, along with fines on the actual controller and other responsible individuals ranging from 150,000 to 1.3 million yuan [2][15]. - The company’s stock will be subject to risk warnings and will be temporarily suspended from trading [2][16]. Details of the Convertible Bond Issuance - The company issued convertible bonds totaling 434 million yuan with a six-year term, but the financial data disclosed in the issuance documents was misleading due to the previously mentioned violations [1][8][9]. Management Accountability - Key executives, including the actual controller Zhao Dezhong and chairman Zhao Deyi, are held accountable for the violations, with specific fines imposed based on their roles in the misconduct [12][15]. - The management team failed to address the irregularities in the financial reporting and the issuance documents, leading to their respective penalties [6][10][12]. Company Response - The company acknowledges the violations and expresses commitment to rectify the issues, enhance compliance with regulations, and improve operational standards to protect shareholder interests [17][19].

为什么要学股权架构？因为股权架构就是公司地基，唯有以终为始，打好地基，方能支撑商业大厦稳如 泰山。 好的股权架构意味着：合法节税、隔离风险、激活动力、整合资源、融资上市；坏的股 权架 构意味 着：税收隐患、倾家荡产、财散人散、股东打架、资金断裂。 为了帮助大家全方位掌握股权架构设计实务要点， 梧桐课堂 携手利威股权于 8月9 日-10日在上海开 展"股权架构师线下大课（咨询师专场）"。 未来十年，所有公司的股权架构都值得重新做一遍；未来十年，每家公司都需要一名优秀的股权架构 师。 特邀嘉宾 李利威 专注股权咨询21年 复旦大学经济学院客座教授 国家税务总局税校专家讲师 拥有律师、注册会计师、注册税务师执业经历，服务过拉卡拉、数字政通、明阳科技、韶音科技、乔氏台 球等256家细分赛道头部企业。 著有《一本书看透股权架构》《一本书看透股权节税》。私域读者超过14万人，全国巡讲股权课程超过 200场，连续举办股权架构方案班18期，培训学员超过20000人。 如何报名？ 1.费用详情 个人 学习价 ：2980元/人 （仅限60人） （包含培训费、资料费、场地费、茶歇等，不包含交通费、食宿费） 早鸟福利： 前50名 赠 ...

Core Viewpoint - The article highlights the significant increase in IPO activities in A-shares during the first half of 2025, driven by the resumption of listing standards for unprofitable companies, particularly benefiting technology innovation enterprises [1]. Group 1: IPO Data Overview - In the first half of 2025, a total of 177 companies were newly accepted for IPO applications across the Shanghai, Shenzhen, and Beijing stock exchanges, surpassing the total number for the entire previous year [1]. - June alone accounted for over 80% of the total IPOs in the first half, with 150 new applications [1]. Group 2: Practical Guide for Companies - The "Domestic IPO Practical Manual (Company Perspective)" consists of 254 pages and 123,000 words, divided into four main sections: preparations before listing, listing norms, key points for corporate restructuring, and other important matters [4]. - The first section includes six chapters that cover essential tasks, participants, listing conditions, and overall processes, as well as how to select intermediary institutions and assess the likelihood of listing [7]. Group 3: Listing Norms and Strategies - The second section introduces a "Five-Step Method" for listing norms, which includes adjustments to equity structure, organizational structure, business process, financial system, and ERP implementation [18][19]. - The article emphasizes the importance of case studies to clarify operational strategies and frameworks for companies preparing for IPO [20]. Group 4: Corporate Restructuring Insights - The third section focuses on corporate restructuring, detailing how to choose restructuring methods, necessary preparations, and how to develop feasible plans [25]. - It provides guidance on selecting benchmark dates for restructuring and explains why certain dates are preferable over others [26]. Group 5: Capital Operations and Department Coordination - The fourth section discusses other capital operations during the IPO process, departmental work arrangements, and highlights six popular IPO industries with representative case studies [31][35]. - It emphasizes the importance of understanding investor engagement, mergers and acquisitions, and equity incentives, along with the roles of various departments in the IPO process [32][33].

Core Viewpoint - The Sichuan Securities Regulatory Bureau has imposed administrative penalties on Xinyong Zhonghe Accounting Firm and two certified public accountants for failing to perform due diligence during the audit of Xike Agricultural Group's 2022 financial statements, which resulted in significant financial misstatements [1][2][21]. Summary by Sections Audit Findings - Xike Agricultural Group inflated its 2022 revenue and profit by CNY 131.09 million and CNY 33.0975 million, respectively, which accounted for 43.38% and 115.57% of its total revenue and profit for the year [1][4]. - The audit report issued by Xinyong Zhonghe was found to contain false records, leading to misleading financial disclosures [3][4]. Audit Procedures Deficiencies - Control testing audit procedures were flawed, lacking proper evaluation of obtained evidence, leading to inappropriate conclusions [5]. - Sales contract approval control tests were inadequate, failing to verify whether contracts underwent proper approval processes [5]. - Sales delivery control tests were deficient, with missing delivery documents and lack of critical information on delivery notices [6]. - Substantial audit procedures for accounts receivable and revenue recognition were insufficient, with significant discrepancies in customer signatures on important documents [8][9]. - Third-party payment verifications were inadequate, with a significant amount of payments (CNY 87.6253 million) processed through third parties, raising concerns about potential financial fraud [11]. Prepayment Auditing Issues - The audit of large prepayments was insufficient, particularly concerning a new supplier with a registered capital of CNY 10,000, which received a prepayment of CNY 14 million without a payment agreement [12]. - The analysis of prepayment trends was erroneous, incorrectly stating a decrease in prepayments when there was a 59% increase [13]. Penalties Imposed - Xinyong Zhonghe was ordered to correct its practices, had its business income of CNY 424,528.30 confiscated, and was fined CNY 800,000 [21]. - The two certified public accountants, Wang Qing and Yang Li, received warnings and were fined CNY 400,000 each [21].

Core Viewpoint - The article emphasizes the importance of legal due diligence in corporate operations, focusing on various key modules that need to be verified to ensure compliance and mitigate risks in business transactions [1][4][13]. Group 1: Subject Qualification - Verification of necessary licenses and certificates for legal establishment and operation, including business licenses, tax registration, and social security registration [1][2][3]. - Attention should be paid to the qualification checks of branches and subsidiaries [3]. Group 2: Internal Governance - Examination of governance documents, meeting records, and the independence of departments to ensure effective operation and protection of shareholder rights [4]. - Special attention to any restrictive provisions in the articles of association that may hinder mergers and acquisitions [4]. Group 3: Equity and Capital Structure - Investigation of equity arrangements, including pledges, restrictions, and any changes in capital structure [6]. - Focus on the procedures and pricing of equity changes, ensuring actual payment and compliance with regulations for state-owned enterprises [6]. Group 4: Business Operations - Assessment of the stability of core business operations, qualifications, and any potential conflicts of interest or related party transactions [8]. - Evaluation of significant debts and their implications for mergers and acquisitions [8]. Group 5: Assets and Intellectual Property - Verification of asset ownership, ensuring clarity and absence of disputes, particularly for real estate and intellectual property [10][11]. - Special attention to the acquisition and restriction of rights, especially regarding payment for assets [10]. Group 6: Legal Compliance and Litigation - Review of the company's compliance with various legal requirements, including tax, environmental, and labor laws, as well as any significant litigation or arbitration cases [13]. - Examination of the qualifications of key personnel and any potential conflicts of interest [13]. Group 7: Course Overview - The article outlines a course on legal due diligence, covering definitions, applicable scenarios, and key processes [14][15]. - The course includes modules on critical areas of investigation and the use of AI tools to enhance due diligence efficiency [20].

Core Viewpoint - Shenzhen Beixin Life Technology Co., Ltd. has received approval for its IPO application on the Sci-Tech Innovation Board, marking it as the second company to pass the review under the fifth set of standards since the restart [1] Group 1: Company Overview - The company specializes in the research, development, production, and sales of innovative medical devices for precise diagnosis and treatment of cardiovascular diseases, aiming to provide transformative solutions for cardiovascular disease management [2] - Established in December 2015, the company transitioned to a joint-stock company in June 2021, with a total share capital of 36 million shares before the issuance [2] - As of the end of 2024, the company employs a total of 552 people [2] Group 2: Shareholding Structure - The company has no controlling shareholder, with the actual controller being Song Liang, who directly holds 16.1530% of the shares, making him the largest shareholder [3] - Song Liang controls an additional 13.4140% of the shares through partnerships, giving him a total voting power of 29.5670%, which is close to the 30% threshold for significant influence over shareholder decisions [3] - As the core founder, Song Liang has been the chairman and CEO throughout the reporting period, significantly impacting the company's management and strategic direction [3] Group 3: Financial Performance - The company's revenue for the reporting period was 92.4519 million yuan, 183.9772 million yuan, and 316.6043 million yuan, respectively [4] - The net profit attributable to the parent company, excluding non-recurring gains and losses, was -178.9872 million yuan, -163.8066 million yuan, and -62.9410 million yuan for the same periods [4] Group 4: Key Questions from the Listing Committee - The listing committee inquired about the market space, competitive landscape, technological updates, bulk procurement, and sales prices of the company's core products, specifically FFR and IVUS, to assess their competitiveness and the sustainability of business performance [5] - Questions were raised regarding the necessity and rationality of the current distribution model, considering industry characteristics, development stages, and management of secondary distributors [5]

Core Viewpoint - The Shenzhen Stock Exchange issued a regulatory letter to Zhihong Accounting Firm (Special General Partnership) and criticized the signing accountants for their inadequate audit practices during the financial statement audit of Jiangsu Lihua Animal Husbandry Co., Ltd. for the year 2023 [1][4]. Group 1: Audit Violations - Zhihong Accounting Firm and the signing accountants failed to execute audit procedures adequately related to inventory, risk assessment, internal control testing, sampling, revenue, cash funds, and share-based payment expenses [2][4][5]. - Specific deficiencies included insufficient attention to inventory-related audit evidence, inadequate execution of risk assessment procedures, and failure to perform necessary audit sampling [3][5][6]. - The firm did not verify the accuracy and completeness of business data in the ERP system and failed to obtain sufficient audit evidence regarding the timing of certain construction projects being capitalized [6][7]. Group 2: Quality Management Issues - The firm did not ensure that the project team adhered to quality review procedures and failed to implement quality review opinions effectively [3][8]. - There were inconsistencies in the preparation of audit work papers, including discrepancies between the directory and actual content, leading to incomplete documentation [3][8]. - The actions of Zhihong Accounting Firm violated the regulations set forth in the "Rules for Listing of Stocks on the Growth Enterprise Market (Revised in August 2023)" [8].