我见过太多创始人，明明项目做得不错——产品有市场，团队有能力，营收也在涨，但一到融资就栽跟头：路演时把投资人关心的点全漏了，尽调时才发 现股权藏着代持，签TS时没看清条款给自己挖了坑……最后要么融不到钱，要么融到钱却留了一堆后遗症，甚至把好项目拖黄了。 每次遇到这种情况，我都想跟创始人说一句：别再以为自己什么都行、什么都懂了。融资不是"做产品、搞业务"，它是一门需要懂资本规则的技术活，不 是你靠"经验""感觉"就能搞定的。就像你不会让设计师去做财务报表，不会让程序员去谈客户一样，融资这件事，也需要专业的人来帮你。 今天就跟你掏心窝子聊聊：为什么你必须找一位懂资本的融资辅导顾问，把他当成"融资陪跑合伙人"，陪你走完创业全周期直达IPO。别心疼那点顾问 费，跟你能拿到的融资、能避开的坑比起来，这点钱根本不算什么。 先醒醒：你以为的"懂融资"，可能全是错的 很多创始人觉得"我看过几本融资书，听过几场融资课，跟几个投资人聊过，就懂融资了"。但实际情况是，你懂的那点"皮毛"，在真正的资本游戏里， 连"入门"都算不上，甚至可能因为这些"错误认知"，把融资路彻底堵死。 1.你以为"路演就是讲好故事"，其实是"讲对资本想听的 ...

Core Viewpoint - The article emphasizes the practicality and value of the "Private Equity Investment Handbook," which covers essential aspects of due diligence, risk management, investment agreements, and dispute resolution in private equity investments [3][19]. Summary by Sections Chapter 1: Due Diligence - The first chapter introduces the main processes and methods of due diligence in equity investment, focusing on the "Four Cores" of business due diligence, "Five Definitions" of financial due diligence, and "Six Dimensions" of legal due diligence [6][8]. - It details the "Four Cores" of business due diligence, which include business and product, target company's industry segmentation, R&D capabilities, and core competitiveness [6]. - The chapter provides practical examples, such as the "Seven Axes" of due diligence used by Muddy Waters, which includes reviewing documents, checking related parties, on-site research, and supplier investigations [6]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four financial risks, ten legal risks, and valuation risks, along with risk mitigation strategies [8]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic and addressing shareholder verification issues through real-world examples [8]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories [10]. - It highlights the importance of valuation adjustment clauses, which can help manage issues arising from short-term performance pressures while maintaining long-term interests [10]. Chapter 4: Betting Clauses - The fourth chapter elaborates on betting clauses, covering aspects such as the parties involved, conditions, buyback periods, and methods of betting [11][12]. - It raises questions about the legal effectiveness of buyback claims triggered by betting conditions and the necessity of disclosing betting agreements before an IPO [12]. Chapter 5: Disputes in Betting and Buyback - The fifth chapter focuses on seven types of disputes related to betting and buyback, analyzing numerous cases to clarify judicial reasoning in such matters [14][16]. - It discusses how ambiguities in betting conditions can lead to conflicting interpretations and how courts resolve these disputes [14][16].

Core Viewpoint - The article emphasizes the practical utility and value of the "Private Equity Investment Handbook," which covers essential aspects of private equity investment, including due diligence, risk management, investment agreements, and dispute resolution [1][3]. Summary by Sections Chapter 1: Due Diligence - The first chapter introduces the main processes and methods of due diligence in equity investment, focusing on the "Four Cores" of business due diligence, "Five Definitions" of financial due diligence, and "Six Dimensions" of legal due diligence [7]. - It details the "Four Cores" of business due diligence, which include business and product, target company's industry segmentation, R&D capabilities, and core competitiveness [7]. - The chapter also provides practical examples, such as the "Seven Axes" used by Muddy Waters for due diligence, which includes document review, related party checks, field research, and supplier investigations [10]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four financial risks, ten legal risks, and valuation risks, along with risk mitigation strategies [10]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic through four specific cases [10][11]. - The chapter addresses shareholder verification issues, highlighting three practical problems encountered during IPO processes [13]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories [16]. - It emphasizes the importance of valuation adjustment clauses, which can help manage issues arising from short-term order pursuits that may harm long-term interests [16]. - Other critical clauses include anti-dilution clauses, mandatory sale rights, co-sale rights, priority liquidation rights, and restrictions on equity transfer [18]. Chapter 4: Betting Clauses - The fourth chapter elaborates on betting clauses, covering six dimensions such as betting subjects, conditions, repurchase timelines, and methods [20]. - It raises questions about the legal effectiveness of repurchase claims made by investors within the stipulated timeframe after betting conditions are triggered [20]. - The chapter discusses whether betting agreements must be declared before an IPO and outlines specific regulatory requirements [22]. Chapter 5: Disputes in Betting and Repurchase - The fifth chapter focuses on seven types of disputes related to betting and repurchase, analyzing numerous cases to interpret current judicial reasoning [23]. - It examines how courts adjudicate cases where both cash compensation and equity repurchase are requested by the target company [25]. - The chapter provides a systematic comparison of disputes in betting and repurchase from both practical and theoretical perspectives, making it engaging for readers [26].