最近和不少关注港股上市的朋友交流，发现 大家最怕的不是做材料，而是不知道交易所到底怎么"挑 刺" 。尤其是比较关注尽调环节：尽调怎么做才能避免踩坑？港交所审核到底卡在哪里？ 我们复盘了大量案例，总结了一些 尽调环节中的关键操作要点 ，下面就分享给大家： $$(\mathbf{\partial}_{I})=\sqrt{2}e_{i j}^{2}\sqrt{\beta}\sqrt{\tilde{\omega}}$$ （1）第三方访谈 第三方访谈是投行尽调的重要组成部分，一般 由投行牵头，联同审计，保荐人、境内外律师 对客 户/供应商/银行进行面对面访谈。投行根据不同的业务模式进行分类（比如直销/分销、境内/境 外），并按照客户、供应商及银行进行 分层抽样访谈 。 客户访谈 按照不同销售模式，抽取各分类维度下的前几大客户进行访谈，比如 不同产品种类，境内/境外客 户，直销/分销客户 ，确保各个口径下的客户访谈覆盖率达到一定百分比。 供应商访谈 根据不同类别的供应商进行分层抽样，确保每个类别口径下的供应商覆盖率达到一定百分比。 往来银行访谈 根据银行存贷款余额及发生额，选择一定比例的银行进行访谈。 （2）管理层尽职调 ...

Core Viewpoint - Harbin Itama Dapeng Industrial Co., Ltd. has received approval for its IPO application from the Beijing Stock Exchange, indicating a positive outlook for the company's future growth in the industrial precision cleaning sector [2][3]. Group 1: Company Overview - The company is a leading manufacturer of specialized intelligent equipment for industrial precision cleaning, primarily serving the automotive powertrain and new energy three-electric systems [4]. - Established in March 2005 and transformed into a joint-stock company in March 2016, the company has a total share capital of 46.4652 million shares before the issuance [4]. - As of the end of 2024, the company employs a total of 413 staff members [4]. Group 2: Shareholding Structure - The controlling shareholder, Bode Industrial, holds 31.9302 million shares, representing 68.72% of the company [5]. - The actual controller, Li Pengtang, directly holds 11.8098 million shares (25.42%) and indirectly controls an additional 26.2434 million shares (56.48%) through Bode Industrial, totaling 43.7400 million shares (94.13%) of voting rights [5]. Group 3: Financial Performance - The company's revenue for the reporting period was 247.3617 million yuan, 259.7188 million yuan, and 264.6866 million yuan, with net profits of 35.9147 million yuan, 40.3093 million yuan, and 38.1098 million yuan respectively [6][7]. - The total assets as of December 31, 2024, were approximately 425.05 million yuan, with total equity of about 320.46 million yuan [7]. - The company reported a gross profit margin of 33.94% for 2024, an increase from 31.05% in 2023 [7]. Group 4: Listing Standards - The company meets the listing standards set by the Beijing Stock Exchange, including a net profit of no less than 25 million yuan in the most recent year and a weighted average return on net assets of no less than 8% [8]. Group 5: Inquiries and Concerns - The inquiry raised concerns regarding the authenticity of operating performance, including fluctuations in key customer business and differences in payment progress among customers [9]. - Questions were also posed about the sustainability of operating performance, requiring a comparative analysis with competitors in the industrial precision cleaning sector [9]. - The necessity and rationale for using raised funds to supplement working capital of 25 million yuan were also questioned [10].

Core Viewpoint - The article discusses the regulatory actions taken against Chuan Cai Securities due to multiple compliance and internal control issues in its bond trading business [2][3][4]. Summary by Sections Regulatory Actions - Sichuan Securities Regulatory Bureau issued a warning letter to Chuan Cai Securities for deficiencies in internal systems, personnel management, information disclosure, compliance review, and transaction management in its bond trading operations [2][3]. - Since 2022, Chuan Cai Securities has received three regulatory letters from Sichuan Securities Regulatory Bureau and two written warnings from the Shanghai Stock Exchange due to bond business issues [3][4]. Compliance Issues - Specific compliance failures include inadequate internal controls in bond underwriting, insufficient due diligence on certain projects, and poor management of asset securitization projects [3][4]. - In December 2020, Chuan Cai Securities faced administrative measures including a three-month suspension of asset management product filings and a three-month halt on new self-operated bond investment scale due to compliance failures in bond trading [5][9]. Internal Control Deficiencies - The company has been found to have inadequate compliance and risk management in bond trading, with issues such as lack of on-site compliance personnel and ineffective management of trading department personnel [8][9]. - There are significant management issues within the bond trading department, including mixed operations of key roles and insufficient transaction monitoring [8][9].

Core Viewpoint - Xi'an Yiswei Materials Technology Co., Ltd. has received approval for its IPO application on the Sci-Tech Innovation Board, indicating a significant step towards public listing and capital raising [2]. Group 1: Company Overview - The company specializes in the research, production, and sales of 12-inch silicon wafers, which are essential for various types of chips used in smartphones, personal computers, data centers, IoT, smart cars, and robotics [4]. - Established in March 2016, the company transitioned to a joint-stock company in March 2023, with a total share capital of 350 million shares before the issuance [4]. - As of the end of 2024, the company employs a total of 1,941 people [4]. Group 2: Financial Performance - The company's revenue for the reporting period was 1,054.69 million yuan, 1,473.76 million yuan, and 2,121.45 million yuan, showing a growth trend [6]. - The net profit attributable to the parent company for the same period was -415.53 million yuan, -692.34 million yuan, and -762.55 million yuan, indicating ongoing losses [6]. Group 3: Shareholding Structure - The direct controlling shareholder is Yiswei Group, which, along with its concerted actors, controls 25.68% of the company's shares [5]. - Yiming Technology holds 52.40% of Yiswei Group's equity, making it the indirect controlling shareholder [5]. - The actual controllers are Wang Dongsheng and his associates, who collectively control 67.92% of the shares of Yiswei Group [5]. Group 4: Key Questions from the Listing Committee - The listing committee raised concerns regarding the stability of control rights based on the shareholding structure and the sufficiency of the basis for identifying actual controllers [7]. - Questions were also posed regarding the future profitability analysis in light of industry trends, competitive landscape, and market demand for the company's products [7].

Core Viewpoint - The article discusses the tax challenges and considerations faced by partnership enterprises, particularly in the context of IPOs and equity incentive platforms, highlighting various tax-related issues that practitioners encounter in real-world scenarios [1]. Group 1: Tax Challenges in Partnership Enterprises - Challenge 1: Whether partners need to pay income tax on profits not actually distributed by the partnership, and the concept of "distributing before taxing" [1]. - Challenge 2: Can partnership agreements stipulate that all profits are distributed to only some partners? [1]. - Challenge 3: How to tax interest, dividends, and bonus income in multi-layer partnership structures, and the timing of tax obligations [1]. - Challenge 4: Do corporate partners enjoy tax exemptions on dividends received from partnerships? [1]. - Challenge 5: Can individual partners enjoy exemptions from personal income tax on dividends from A-shares? [1]. - Challenge 6: How to determine the cost basis for partnership shares when partners have already paid personal income tax on capital increases from the invested enterprise? [1]. - Challenge 7: How do individual partners tax their income when the partnership exits an investment and receives a return as per the investment agreement? [1]. - Challenge 8: Under what circumstances does a partnership need to pay value-added tax when investing externally? [1]. Group 2: Policy References - The article lists various policy documents that provide guidance on personal income tax issues related to partnerships, including notifications from the Ministry of Finance and the State Administration of Taxation from 1994 to 2023 [3][4]. Group 3: Course Offerings - A course titled "Tax Risks and Responses of Partnership Equity Holding Platforms" is introduced, which includes detailed analysis of 39 tax-related challenges and 8 case studies, aimed at addressing high tax burdens and frequent tax issues encountered in practice [4].

Core Viewpoint - The article promotes a membership program offering significant discounts and benefits for users interested in various educational courses related to investment banking and corporate finance [1][2]. Membership Offers - Starting from August 12, 2025, the seasonal membership card is available at a promotional price of ¥1099, down from the regular price of ¥1499, providing a saving of ¥400 [2]. - Members who complete 5 days of study within 30 days will receive an additional month of membership for free, valued at ¥699 [1][5]. Course Offerings - The membership grants access to over 400 premium courses, including topics such as mergers and acquisitions, corporate governance, and IPO processes [9]. - Specific courses include: - Mergers and Acquisitions with practical case studies priced at ¥399 [4]. - Legal practices for overseas investments and mergers priced at ¥499 [4]. - IPO preparation strategies priced at ¥149 [6]. Additional Member Benefits - Members receive monthly internal reports, including audio and PDF documents, and access to exclusive learning activities [9]. - Discounts on physical materials (60% off) and offline training (10% off) are also available for members [10]. - Members can join private groups and participate in offline salons without prior approval [9].

Core Viewpoint - Yonghe Fluid Intelligent Control Co., Ltd. (Yonghe Intelligent Control) is undergoing a significant change in control as its controlling shareholder, Cao Delin, has signed a share transfer agreement with Hangzhou Runfeng Intelligent Equipment Co., Ltd. to transfer 8% of the company's shares, indicating a shift in management and potential strategic direction [2][3]. Group 1: Share Transfer and Control Change - Cao Delin plans to transfer 35,660,326 shares (8.00% of total shares) at a price of 8.9736 yuan per share, totaling approximately 320 million yuan [2]. - Following the share transfer, the controlling shareholder will change from Cao Delin to Hangzhou Runfeng, and the actual controller will change to Sun Rongxiang [3]. - The voting rights of the remaining shares held by Cao Delin and Xia Zuwang will be irrevocably entrusted to Hangzhou Runfeng for 18 months, establishing them as concerted actors during this period [3]. Group 2: Financial Performance and Losses - Yonghe Intelligent Control has reported continuous losses over the past three years, with a total loss of nearly 500 million yuan from 2022 to 2024 [4]. - The company's revenue for 2024 is projected at approximately 823 million yuan, a decrease of 13.19% from 2023, with a net loss attributable to shareholders of about 297 million yuan [5]. - The company anticipates a net loss of 53.24 million to 27.24 million yuan for the first half of 2025, primarily due to declining revenue from valve fittings and high depreciation and labor costs [5][6]. Group 3: Legal Issues - Yonghe Intelligent Control has disclosed ongoing litigation and arbitration cases with a total amount involved of 64.83 million yuan, which exceeds 10% of the company's latest audited net assets [8]. - The company is involved in multiple legal disputes, with a significant portion of the claims being against it [8]. Group 4: Diversification Efforts - Since Cao Delin became the actual controller in 2019, Yonghe Intelligent Control has attempted to diversify into the medical and photovoltaic sectors, acquiring stakes in various medical facilities [9][10][12]. - Despite these efforts, the company has faced challenges, including a significant loss in 2022, attributed to declining revenues and increased costs [13]. - The photovoltaic segment has underperformed, with revenues of less than 2 million yuan in 2024 and a negative gross margin of -3020.96% [15][16]. Group 5: New Shareholder Background - Hangzhou Runfeng, the acquiring company, was established on July 22, 2025, and has not yet engaged in any business activities related to industrial robots, despite its registered scope [17]. - The company is expected to change its business scope shortly after the share transfer [17][18].

Core Viewpoint - The article discusses the regulatory actions taken by the Shenzhen Stock Exchange against Da Xin Accounting Firm and its certified public accountants for violations during the audit of Guanhao Biotechnology Co., Ltd.'s 2023 financial statements [2][3][4]. Summary by Sections Audit Violations - Da Xin Accounting Firm exhibited several violations in the audit of Guanhao Biotechnology's 2023 financial statements, including inadequate execution of risk assessment and internal control testing procedures [2][3]. - Specific deficiencies included insufficient execution of walkthrough tests and accounting entry tests, as well as a lack of control testing for certain business operations [2][3]. Inadequate Audit Procedures - The audit procedures related to revenue, long-term assets, inventory, and costs were not adequately performed, with particular shortcomings in the audit of certain business revenues and long-term assets such as construction in progress, intangible assets, and fixed assets [2][3]. - There were also deficiencies in the audit procedures for sales expenses and inventory, as well as inadequate responses to key audit matters regarding revenue recognition [2][3]. Confirmation Procedures - The firm failed to properly execute confirmation procedures, including a lack of attention to abnormal responses and inadequate alternative procedures [2][3]. Compliance Issues - Da Xin Accounting Firm's actions violated the Shenzhen Stock Exchange's "Rules for Listing of Stocks on the Growth Enterprise Market (Revised August 2023)" [4]. - The certified public accountants, Li Cheng and Huang Ying, did not fulfill their duties diligently, also violating the same listing rules [4]. Recommendations - The Shenzhen Stock Exchange urged Da Xin Accounting Firm to strictly adhere to relevant laws, regulations, and industry standards, emphasizing the need for improved quality management and audit execution [4].

Core Viewpoint - Hengxin Oriental Culture Co., Ltd. is under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure laws, following the discovery of accounting errors in its 2022 annual report, which have been adjusted using a retrospective restatement method [2][4]. Financial Adjustments - The company adjusted its revenue recognition method for its newly added computing power system integration and technical services business from gross method to net method, resulting in a revenue reduction of approximately 181.61 million yuan [5][6]. - The adjustments led to a revised operating revenue of 307.67 million yuan and an operating cost of 220.81 million yuan for the affected period [6]. Recent Financial Performance - In Q1 2025, the company reported revenue of 74.93 million yuan, a year-on-year decrease of 15.12%, and a net loss attributable to shareholders of 34.23 million yuan, down 11.32% from the previous year [9][10]. - The company has experienced continuous net losses since 2020, accumulating over 2 billion yuan in losses over the past five years [7]. Operational Status - Despite the ongoing investigation, the company stated that its business operations are normal and that the investigation will not have a significant impact on its operations [4].

Core Viewpoint - The article discusses the approval of a significant asset swap and share issuance by Zhizheng Co., which will acquire 87.47% of AAMI, a leading semiconductor lead frame supplier, marking a notable cross-border share swap case under new regulations [2][11]. Group 1: Transaction Structure - The transaction involves a combination of asset swaps, share issuance, and cash payments to acquire AAMI's equity, with the company aiming to hold approximately 99.97% of AAMI post-transaction [5][6]. - The asset swap includes the exchange of Zhizheng's 100% stake in Zhizheng New Materials and cash payments to various stakeholders, including Advanced Semiconductor and others [5][10]. - The total consideration for the transaction is approximately 306,870.99 million yuan, with a significant portion allocated to cash payments and share issuance [12][10]. Group 2: Financial Performance - Zhizheng Co. has been transitioning towards the semiconductor industry, with its semiconductor equipment business expected to account for over 30% of revenue in 2024 [16]. - The company has reported continuous losses over the past three years, with a net loss of 1,785.03 million yuan in 2024, although revenue has increased significantly [17][18]. - Post-transaction, the total assets of Zhizheng Co. are projected to increase by 649.41%, with a substantial rise in equity and a shift from negative to positive net profit [18][19]. Group 3: AAMI Overview - AAMI, previously a division of ASMPT, is among the top five suppliers of lead frames globally, with operations in China and Malaysia [19]. - AAMI's revenue for 2023 and 2024 is reported at 220,530.39 million yuan and 248,621.11 million yuan, respectively, with net profits showing significant growth [19][20]. - The company has experienced a slight decline in gross margin, attributed to various market factors affecting the semiconductor industry [19]. Group 4: Control and Governance - The actual controller of Zhizheng Co. remains Wang Qiang, with his shareholding decreasing to 23.23% post-transaction, while ASMPT Holding becomes a significant shareholder [11][22]. - The transaction does not alter the control of the company, as ASMPT has committed not to seek control over Zhizheng Co. [11][22]. - The governance structure post-transaction will include key personnel from both Zhizheng and AAMI to ensure effective management and integration [25].