出品：新浪财经上市公司研究院 作者：光心 2026年2月5日，天龙股份收购及增资苏州毫米波的事项再次收到上交所问询。 上次监管函主要关注标的公司的业务质量与作价合理性，而此次则对收购交易可能存在的利益输送发起拷问。 监管对此有所疑虑也是理所当然，苏州毫米波连年亏损、净资产为负，如此质地给出3.23亿元的投前估值，其溢价着实不小。 此外，在此次并购案中还出现一些疑点，比如标的公司外部财务投资人"折价"出售股权、业绩对赌条款设置复杂但实际效力却略显微弱、首期增资款一大半 将流向出资人控股股东等，这些看似有悖市场常理的事件是否具备合理性？还有待天龙股份给出回复。 标的公司净资产为负且持续亏损 业务放量依赖单一大客户 从财务角度来看，标的公司或许并不具备较大的投资吸引力，"负资产"、"持续亏损"等负面标签缠身。 苏州毫米波的利润表现与其所处行业的业务特征有关。 一方面，毫米波雷达行业具有国外巨头垄断、国内格局分散的特点，其业务放量极大程度上依赖与下游大客户的关系绑定。 据QYResearch调查，2024年Bosch、Continental、Denso、Hella、Veoneer全球前五大供应商占据69%的市场份额， ...

Core Viewpoint - The case illustrates a new form of corruption characterized by the use of business opportunities for bribery, where both parties involved in the bribery engage in deceptive practices to avoid detection [1] Group 1: Case Summary - Zhao, the director of the Urban-Rural Construction Committee in City A, used his position to help a private entrepreneur, Ding, secure a construction project, leading to a profit-sharing scheme involving Zhao's wife, Li [1][2] - Ding attempted to offer cash to Zhao multiple times but was refused, leading to a scheme where Li would manage a low-risk, high-profit project without any financial investment [1][2] - The project ultimately generated over 2.2 million yuan, with Li receiving 1.1 million yuan as her share [1] Group 2: Legal Opinions - There are two opinions regarding Zhao's actions: one argues that the profit received by Li cannot be classified as bribery since it was determined post-project completion, while the other asserts that Zhao's facilitation of the project for his wife constitutes a violation of disciplinary regulations [2] - The second opinion is favored, emphasizing that the nature of the profit received by Li aligns with the definition of bribery due to the lack of market-based engagement in the project [2] Group 3: Subjective and Objective Analysis - The subjective agreement between Zhao and Ding on the transfer of the project for profit indicates a clear understanding of the bribery scheme, as Ding sought a more concealed method of benefit transfer after cash offers were rejected [3] - The objective nature of the profit derived from the project, which was structured to avoid direct financial involvement from Li, further supports the classification of the actions as bribery [6][7] Group 4: Market Conformity of Profits - The profits gained by Li, who did not invest or manage the project, violate market principles, indicating that the earnings were not derived from legitimate business activities but rather from a corrupt arrangement [8] - The arrangement was designed to obscure the true nature of the transaction, reinforcing the conclusion that the profits were a result of bribery rather than legitimate business operations [8]

| 专家证书编号0106886 | | | --- | --- | | 来 | 11 | 2026年1月底，山西省能源局再次通报11名评标专家因"不按照招标文件规定的评标标准和方法评标"被暂停资格六个月。这已是山西省在短短两个多月内 公布的第三批违规评标专家名单。 这些专家参与的不是普通项目，而是山西省重点能源工程——山煤河曲低热值煤发电工程和天镇100MW光伏发电EPC总承包项目。这些项目投资巨大、 技术复杂，评标专家的公正性直接关系到工程质量和公共安全。 01 违规专家与涉事项目 根据山西省发改委官网披露的信息，此次被暂停资格的11名评标专家分为两组。白某东等6人参与了山煤河曲2×350MW低热值煤发电工程厂外输煤系统圆 管带式输送机及附属设备采购与安装项目的评标。 田某国等5人则涉及山西国际能源集团新能源投资管理有限责任公司天镇100MW光伏发电EPC总承包项目。这两个项目在山西省能源领域均有重要地位。 低热值煤发电是山西省煤炭产业转型升级的重点方向，而光伏发电则是新能源发展的关键领域。这些项目的评标专家本应是项目质量的"守门人"，却未能 按照招标文件规定的标准和方法履行评标职责。 02 评标乱象的常见 ...

本案中，B公司支付30万元购车款后，其后续能否实际抵扣5万元税费，取决于该笔购车支出是否符合 法定的抵扣条件，如车辆是否用于企业生产经营、是否取得合法抵扣凭证等。即使B公司成功抵扣了5 万元税费，该抵扣利益的产生是其自身符合税收政策的结果，并非源于李某的购车行为，更不能成为李 某减少支付购车款的合法理由。总之，购车税费抵扣是企业依法享有的税收优惠，若后续完成抵扣，受 益主体是B公司，与李某个人应支付的购车款不存在法律关联，不能成为李某减免债务的合法依据。更 何况陈某的本意是以税费抵扣为借口向李某输送利益，以让李某收得心安理得，后续其在申报税费减免 时也并未将该购车款纳入成本费用，更印证了这一点。 李某、陈某所谓的税费抵扣实质是权钱交易的幌子。陈某以税费抵扣为借口让李某少支付5万元购车 款，本质上是一种变相的利益输送。从主观方面来看，陈某并非基于税收相关法律法规的客观规定让渡 利益，而是希望利用李某的职权谋利，故而以税费抵扣为借口降低李某的购车成本。从客观方面来看， 李某支付的25万元与车辆实际价值30万元之间的5万元差额，并非税费抵扣产生的收益，而是陈某为了 获取李某的帮助而作出的金钱让渡。需要指出的是，税费 ...

Core Viewpoint - The article highlights the importance of county-level governance in economic development, public welfare, and maintaining stability, emphasizing the need for strict anti-corruption measures to protect the interests of the people and promote development [1] Group 1: Corruption Cases - Zhao Zuping, former deputy county head of Zhi Jin County, was investigated for corruption related to land acquisition and demolition, receiving 4 million yuan in bribes [3][5] - Investigations revealed close ties between businessman Liu and local officials, indicating a broader corruption network involving provincial-level officials [6] - Yang Hua, former secretary of Zhi Jin County, and Pan Fayong, former county head, were found to have accepted bribes totaling over 2 million yuan from Liu, compromising their official duties [10][12] Group 2: Investigative Actions - The Guizhou Provincial Commission for Discipline Inspection collaborated with various agencies to investigate the corruption cases, leading to the exposure of multiple officials involved [8] - The investigation resulted in the expulsion of Yang Hua and Pan Fayong from the party and their public offices, with their cases referred to the judiciary for prosecution [20] Group 3: Impact on Governance - The corruption cases have led to significant economic losses for the government and have damaged the local political ecosystem, prompting a crackdown on corrupt officials [16][20] - The local community has expressed strong support for anti-corruption efforts, emphasizing the need for sustained action to deter future misconduct [26][30] - Following the exposure of these corruption issues, the Guizhou Provincial Commission issued directives to improve governance and prevent future corruption, detailing 24 corrective actions and 63 specific measures [30][32]

Core Viewpoint - Zhejiang Jiazhi Technology Co., Ltd. (referred to as "Jiazhi Technology" or "the company") has submitted a listing application to the Hong Kong Stock Exchange, but it faces challenges due to high operating losses and low profitability despite rapid revenue growth [1][16]. Financial Performance - Jiazhi Technology's revenue has shown rapid growth, with figures of 0.75 billion, 1.15 billion, and 2.01 billion for the years 2023, 2024, and the first three quarters of 2025, respectively [3][19]. - The company has incurred net losses of 1.14 billion, 1.18 billion, and 0.72 billion for the same periods, totaling 3.04 billion in cumulative losses, with unabsorbed losses reaching 5.34 billion by the end of September 2025 [19][20]. Profitability Issues - The company's gross margin remains low, reported at 19.7%, 24.2%, and 28% over the reporting periods, which is significantly lower than competitors like Standard Robotics and Jiwu Intelligent [7][20]. - Jiazhi Technology's high operating expenses further erode its already limited gross profit, with sales expenses accounting for 61.7%, 43.1%, and 22.9% of revenue during the reporting periods [20][21]. Research and Development - The company exhibits a "heavy marketing, light R&D" characteristic, with R&D expenses significantly lower than sales expenses. The total R&D expenditure was 1.17 billion, with only one out of ten applied patents granted [21][24]. Customer and Supplier Relationships - Jiazhi Technology has a high customer concentration, with its top five customers contributing 21.6%, 44.0%, and 61.3% of total revenue across the reporting periods. Notably, Customer F is both the largest customer and supplier, accounting for 16.5% of revenue and 10.6% of procurement in 2024 [11][27]. - The company provides Customer F with a significantly longer payment term of 180 days compared to the 30 days for procurement, raising concerns about potential conflicts of interest or financial manipulation [29][31].

Core Viewpoint - The article discusses the ongoing efforts of the disciplinary inspection and supervision group at China National Offshore Oil Corporation (CNOOC) to enhance governance and accountability within the organization through regular one-on-one discussions with party members, emphasizing the importance of anti-corruption measures and compliance with central directives [1][2][3][4] Group 1 - The CNOOC disciplinary inspection group has conducted one-on-one interviews with party members for five consecutive years, marking the first such engagement since the comprehensive reform of the inspection system [1] - The focus of these discussions includes the implementation of Xi Jinping's directives and major decisions from the central government, encouraging party members to reflect on specific strategies for execution in their respective areas [1][2] - In 2023, CNOOC was included in the first round of inspections by the central government, prompting the inspection group to combine interview efforts with oversight of the central inspection rectification process [1][2] Group 2 - The 2025 interviews will focus on the implementation of the 14th Five-Year Plan and other significant political tasks, aiming to clarify responsibilities and promote high-quality development within the enterprise [2] - Prior to each interview, the inspection group prepares by identifying key issues in party governance related to each member's responsibilities, creating a checklist to guide discussions [2] - The group has identified issues such as high subcontracting ratios that pose risks to corporate development and potential corruption, urging reforms in the operational models of professional service companies [2] Group 3 - The inspection group emphasizes the importance of addressing the root causes of issues discussed during interviews, ensuring that both parties share insights and solutions [2][3] - Following each interview, the group holds meetings to analyze the issues raised, with members reporting on corrective actions taken in response to previous discussions [3] - The regularity of these interviews has fostered a culture of accountability and proactive engagement among party members, with many expressing a desire for continued dialogue [3] Group 4 - The CNOOC disciplinary inspection group is committed to implementing comprehensive reform requirements, enhancing the effectiveness of supervision over leadership and promoting responsible governance [4] - The group aims to create a culture of strict compliance and positive ethical standards within the organization [4]

截止目前，2026年证监会已经召开了三场会议，从"资本市场财务造假综合惩防体系跨部门工作推进座谈会"到"2026年系统工作会议"，再到"表彰稽查办案 有功集体和个人大会"，均涉及"严格执法和从严监管"。与此同时，近期以来，IPO市场出现井喷式申报和加速上市的迹象。 不难预计，即便2026年出现IPO上市数量大幅增加的情况，"严监管"总基调不会改变，"有棱有角、长牙带刺"的监管态度不会改变。"监管机构试图在向市场 传达这样一个信息——允许更多企业上市并不意味着允许'滥竽充数'和'蒙混过关'。"一位接近地方证券监管的人士对《奕泽财经》表示。 《奕泽财经》从深交所官网获悉，宁波惠康工业科技股份有限公司（以下简称"惠康科技"）将于1月22日接受上市审核委员会审议。《奕泽财经》从一位投 行人士处获悉，在2025年申报深交所主板上市之前，惠康工业已经聘请了中介机构，有意在港交所IPO。"不排除一种可能——在观察到A股IPO回暖的态势 之后，惠康科技放弃了港交所而投怀A股。" | 受理日期 | 2025-06-12 | 更新日期 | 2026-01-15 | | --- | --- | --- | --- | | 审核状态 ...

Core Viewpoint - The scandal involving Yang Dong, a fund manager at GF Fund managing nearly 30 billion, raises serious concerns about personal ethics and compliance within the fund management industry, particularly in light of investor losses and increased regulatory scrutiny [2][6][23]. Group 1: Scandal Details - Yang Dong has been accused by Tan Jun, a former analyst, of having a personal relationship that resulted in an unexpected pregnancy, which has been publicly disclosed [4][21]. - Tan Jun also alleges that Yang Dong deceived her into participating in a knowledge-sharing platform task, suggesting potential conflicts of interest and violations of fund management regulations [4][30]. - The scandal highlights broader issues of professional ethics and compliance standards for fund managers, especially in a context where investor trust is critical [6][28]. Group 2: Background on Key Individuals - Tan Jun gained notoriety as a prominent analyst after predicting the Shanghai Composite Index would reach 4,000 points, leading to her rapid rise in the industry [6][24]. - Yang Dong, with 19 years of experience, has been recognized for his investment strategies, managing significant assets and achieving notable returns for his funds [7][24]. - The personal and professional implications of Yang Dong's actions could undermine investor confidence in his ability to manage funds effectively [10][28]. Group 3: Compliance and Regulatory Concerns - The allegations against Yang Dong raise questions about compliance with the Code of Conduct for fund managers, particularly regarding conflicts of interest and the use of insider information [30]. - If the claims regarding the knowledge-sharing platform are substantiated, they could indicate serious breaches of regulatory standards, potentially impacting the reputation of GF Fund [30]. - The ongoing scrutiny of fund management practices, especially in light of past issues like "mouse warehouses," suggests a need for stricter adherence to ethical guidelines within the industry [31][34]. Group 4: Employee Stock Ownership Plan - The employee stock ownership plan at GF Fund has resulted in significant financial gains for executives, raising concerns about the alignment of interests between fund managers and investors [31][34]. - The plan has led to a dramatic increase in dividend payouts, with over 6 billion distributed to employees, while many investors have faced losses [31][34]. - This disparity highlights potential ethical issues regarding compensation structures and their impact on long-term company performance and investor trust [34].

Core Viewpoint - The long-standing legal battle involving Xunlei and its former executives has culminated in a civil lawsuit aimed at recovering nearly 200 million yuan, highlighting significant governance failures and financial mismanagement within the company [1][12]. Group 1: Background and Initial Success - In 2017, Xunlei's former CEO Chen Lei was celebrated for his innovative initiatives like the "Crystal Plan" and "Wankeyun," which led to a fivefold increase in stock price within a month, positioning Xunlei as a potential leader in the cloud computing era [2][4]. Group 2: Governance Failures and Financial Mismanagement - By late 2018, Chen Lei's team established a shell company, Shenzhen Xingronghe Technology Co., to circumvent regulatory risks, which evolved into a significant financial drain on Xunlei, leading to substantial asset losses [4][5]. - Xunlei was forced to pay exorbitant "node service fees" to Xingronghe, a company lacking qualifications and resources, which resulted in a financial structure that internalized costs while externalizing profits, causing losses amounting to hundreds of millions [5][6]. Group 3: Internal Power Dynamics - The internal structure of Xunlei became dominated by a network of Chen Lei's close associates, including senior vice president Dong Xue, leading to a lack of oversight and accountability within the board [6][7]. - This network effectively created an "information island," where critical data was inaccessible to the board or external auditors, exacerbating the company's governance issues [7][10]. Group 4: Legal Proceedings and Consequences - The conflict escalated in April 2020, resulting in Chen Lei's dismissal and subsequent legal actions against him for embezzlement, although criminal proceedings were eventually dropped due to his non-cooperation [10][11]. - The civil lawsuit initiated in 2026 represents a strategic shift for Xunlei, aiming to legally confirm its claims and recover losses, despite Chen Lei's current status abroad [11][12]. Group 5: Missed Opportunities and Lessons Learned - Xunlei's internal turmoil and mismanagement led to missed opportunities during a critical period for edge computing and AI infrastructure, allowing competitors to capture market share [12]. - The lawsuit serves as a cautionary tale for the tech industry, emphasizing the importance of governance and the risks associated with unchecked executive power [12][14].