Core Insights - The article highlights that the number of IPOs in A-shares for 2024 is only 100, marking the lowest in a decade, prompting many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections - **M&A Trends**: The tightening of IPOs and frequent M&A policies have led to an increase in companies considering M&A as an alternative to going public [1]. - **Practical Guide**: A new manual titled "Corporate M&A Practical Handbook" has been launched to assist in understanding M&A operations [1][4]. - **Content Overview**: The handbook consists of 342 pages and covers 11 chapters, detailing operational points and common issues from the perspectives of buyers, sellers, and intermediaries [4]. - **Key Considerations**: The first chapter emphasizes the importance of communication and understanding between buyers and sellers to avoid failures in M&A [11]. - **Financial Viability**: Buyers must assess the financial viability of sellers before engaging in M&A, as certain industries may have inherent challenges in achieving financial compliance [12]. - **Government Support**: Local government policies may provide financial support for M&A activities, which should be considered by both buyers and sellers [14]. - **M&A Structure**: The handbook outlines essential elements for designing M&A plans, including acquisition ratios, operational timelines, and performance guarantees [18]. - **Valuation Methods**: It discusses four common pricing methods and three evaluation methods, along with considerations for performance guarantees [19]. - **Payment Methods**: The fifth chapter focuses on payment methods and financing arrangements, detailing the pros and cons of various payment options [23]. - **Negotiation Strategies**: The sixth chapter provides insights into negotiation tactics, emphasizing the importance of preparation and strategy during negotiations [25]. - **Public Company M&A**: The ninth chapter elaborates on the operational logic of public company acquisitions, including various acquisition methods and their respective considerations [27]. - **Integration Strategies**: The final chapter shares practical experiences and strategies for integrating acquired companies, focusing on team collaboration and resource sharing [30].

Core Viewpoint - The article emphasizes the practical utility 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][6][10]. 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" used by Muddy Waters for due diligence, which includes reviewing documents, checking related parties, field research, and supplier investigations [6]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four common financial risks, ten common legal risks, as well as valuation risks and risk mitigation strategies [8]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic and addressing issues like improper equity adjustments and disguised profit transfers during IPO processes [8]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories and providing sample clauses for practical application [10]. - It highlights the importance of valuation adjustment clauses, which can help manage issues arising from short-term order pressures on long-term company interests [10]. Chapter 4: Betting Clauses - The fourth chapter elaborates on the design of betting clauses from six dimensions, including the parties involved, conditions, repurchase timelines, and methods [11]. - It presents case studies that provoke thought on the legal implications of repurchase claims triggered by betting conditions [11]. 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 clarify judicial reasoning in such disputes [13][15]. - It discusses how ambiguities in betting conditions can lead to conflicting interpretations, affecting case outcomes, and examines scenarios where companies seek both cash compensation and equity repurchase [13][15].

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 highlights promotional membership offers and educational courses related to investment banking and corporate finance, emphasizing significant discounts and a variety of learning opportunities for professionals in the field [2][4][6]. Membership Offers - Various membership options are available at discounted prices, including: - Annual Card: ¥4099, now ¥2799 - Semi-Annual Card: ¥2599, now ¥1799 - Honor Card: ¥1499, now ¥999 - Monthly Card: ¥699, now ¥599 [1]. Educational Courses - A range of courses is offered for free or at reduced prices, covering essential topics in investment banking and corporate finance, such as: - Mergers and Acquisitions Practicalities - Corporate Compliance Practices - Private Equity Fund Practices - AI Applications in Investment Banking [4][7][8]. - Specific courses include: - Mergers and Acquisitions with 140 case studies (4.9 hours) at ¥199.5 - Corporate Governance Compliance Issues (1.5 hours) at ¥84.5 - Financial Valuation Modeling from beginner to advanced (7.4 hours) at ¥149.5 [7][8]. Promotional Period - The promotional period for membership and courses runs from June 19 to June 26, with special pricing for two-year memberships at ¥3299 [2][8].

Core Insights - The article discusses the role of AI in enhancing due diligence and market research processes, particularly through the capabilities of Bridgetown Research, which aims to address inefficiencies in these areas [2][3]. Group 1: AI in Due Diligence - AI can significantly reduce the time and cost associated with market decision-making, which traditionally involves extensive expert consultations and data analysis [2]. - Bridgetown Research utilizes AI to streamline the entire market research process, from expert interviews to data analysis, allowing for the completion of due diligence reports within 24 hours [3][5]. Group 2: Data Collection and Analysis - The company focuses on collecting original data and leveraging AI to enhance the scale and efficiency of data gathering, enabling simultaneous interactions with multiple mid-level professionals rather than just senior executives [5][7]. - Bridgetown's AI architecture includes three layers: data collection, data analysis using large language models, and information summarization to provide actionable insights [6]. Group 3: Cost-Effective Solutions - Bridgetown Research aims to provide high-quality strategic decision-making support at a cost that is accessible to small and medium-sized enterprises, contrasting with the high costs associated with traditional consulting firms [11]. - The company's revenue model includes a subscription fee for platform access and additional charges for original data collection, making it financially viable for a broader range of clients [11]. Group 4: Founder's Background and Vision - Harsh Sahai, the founder of Bridgetown Research, has a dual background in technology and consulting, having worked at McKinsey and Amazon, which inspired the creation of the company [12][14]. - The founder emphasizes that AI should focus on creating value rather than merely reducing costs, aiming to drive business growth and job creation [16]. Group 5: Funding and Future Plans - Bridgetown Research raised $19 million in Series A funding led by Lightspeed and Accel, with plans to expand its proprietary data access and explore more technological applications [15][16]. - The investment is expected to enhance the quality of strategic decisions made by executives and investors by providing faster access to critical information [16].

Core Insights - The article discusses the role of AI in enhancing due diligence and market research processes, particularly through the capabilities of Bridgetown Research, which aims to address inefficiencies in these areas [2][3]. Group 1: AI in Due Diligence - AI can significantly reduce the time and cost associated with market decision-making, which traditionally involves extensive expert consultations and data analysis [2]. - Bridgetown Research utilizes AI to streamline the entire market research process, from expert interviews to data analysis, allowing for the completion of due diligence reports within 24 hours [3][5]. Group 2: Data Collection and Analysis - The company focuses on collecting original data and leveraging AI to enhance the scale and efficiency of data gathering, enabling simultaneous interactions with multiple mid-level professionals rather than just senior executives [5][7]. - Bridgetown's AI architecture includes three layers: data collection, data analysis using large language models, and information summarization to provide actionable insights [6]. Group 3: Cost-Effective Solutions - Bridgetown Research aims to provide high-quality strategic decision-making support at a cost that is accessible to small and medium-sized enterprises, contrasting with the high costs associated with traditional consulting firms [11]. - The company's revenue model includes a subscription fee for platform access and additional charges for original data collection, making it financially viable for a broader range of clients [11]. Group 4: Founder's Background and Vision - Harsh Sahai, the founder of Bridgetown Research, has a dual background in technology and consulting, having worked at McKinsey and Amazon, which inspired the creation of a platform that merges strategic analysis with advanced technology [12][14]. - The company emphasizes the importance of creating value through AI rather than merely reducing costs, aiming to drive business growth and job creation [16]. Group 5: Funding and Future Plans - Bridgetown Research raised $19 million in Series A funding, led by Lightspeed and Accel, with plans to expand its proprietary data access and explore more technological applications [15][16]. - The investment is expected to enhance the speed and quality of decision-making for executives and investors, positioning Bridgetown as a key player in the market research industry [16].

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 aid their understanding and skill development in the industry [1][2]. Summary by Sections Learning Package Content - 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 [4][46]. Investment Banking Growth Notes - The "Investment Banking Growth Notes" consists of 312 pages, over 120,000 words, and 9 chapters, covering career planning, industry insights, essential skills such as research, due diligence, finance, valuation, and the current focus areas in IPO processes [5][9]. Chapters Overview - Chapters 1 and 2 provide foundational knowledge about investment banking, including department divisions, regulatory frameworks, essential skills, project classifications, daily tasks, personnel sources, and future industry trends [9][12]. - Chapters 3 to 7, which constitute about 62% of the content, detail the professional skills necessary for investment banking, including industry research, client acquisition techniques, due diligence, financial thinking, and company valuation [12][19]. Industry Research Skills - Chapter 3 outlines essential industry research skills, including quantitative thinking, macro data analysis, industry segmentation, due diligence guidelines, financial metrics analysis, and practical research techniques [12][16]. Client Acquisition and Due Diligence - Chapter 4 shares insights from a seasoned professional on acquiring IPO business, discussing market conditions, channel development, and preparation for client meetings [19][23]. - Chapter 5 focuses on the due diligence process, detailing information collection, verification, and analysis, along with 12 specific operational steps [28][30]. Financial Analysis and Valuation - Chapter 6 emphasizes understanding a company's true financial status through balance sheets, income statements, and cash flow statements, including key financial indicators and underlying logic for analysis [30][32]. - Chapter 7 discusses valuation methods, including relative and absolute valuation techniques, and offers practical advice for companies to enhance their valuation [33][34]. IPO Process Insights - Chapters 8 and 9 focus on IPO projects, addressing common regulatory concerns and outlining the responsibilities of various departments during the IPO process [35][36][40]. Practical Application - The content is designed to be practical and applicable, drawing from the experiences of investment banking professionals and corporate executives, making it accessible for those interested in deepening their knowledge in the field [44].

Core Points - The article discusses the conditions for initial public offerings (IPOs) in China, emphasizing the requirements for the listing entity, including qualifications, independence, and financial criteria [1][2][8] Group 1: Listing Entity Qualifications - The listing entity must be a joint-stock company, and if it is a limited liability company, it must convert to a joint-stock company [1] - For limited liability companies converting to joint-stock companies, the duration of operation can be calculated from the establishment of the limited liability company [2] - Companies controlled by individuals or entities with other business operations must undergo asset restructuring before converting to a joint-stock company [3] Group 2: Independence Requirements - The selection of the listing entity should eliminate competition among peers and reduce unnecessary related transactions, ensuring independence in personnel, assets, finance, organization, and business [6][7] - Personnel independence requires that key management positions are not held by representatives of the controlling shareholder, and financial independence mandates separate financial departments and independent tax obligations [7] Group 3: Normative and Financial Requirements - The listing entity must establish a sound governance structure, with no significant legal violations in the past three years, and clear ownership structures [8] - Financial requirements include continuous operational performance, sound internal controls, fair pricing in related transactions, and no significant debt risks [8]

1. Report Industry Investment Rating There is no information provided regarding the report industry investment rating. 2. Core Viewpoints of the Report The "Due Diligence Rules" released in 2025 are an extension and supplement to the original rules, and are coordinated with "Guideline No. 2". The two policies complement each other, making the asset - securitization business operation more perfect and providing clearer operation guidelines for market participants. The "Due Diligence Rules" comprehensively clarify the due - diligence requirements for business participants, basic assets, cash flows, and transaction structures, strengthening risk control and reflecting the regulatory concept of "substance over form" [1][54]. 3. Summary by Relevant Catalogs 3.1 Due Diligence on Business Participants - The "Due Diligence Rules" comprehensively sort out the due - diligence requirements for business participants, with more comprehensive operating standards and content compared to "Guideline No. 2", and add verification requirements for some institutions [2]. - **Original Equity Holder**: The "Due Diligence Rules" require due - diligence verification of the basic situation of the original equity holder, and have different requirements for verifying whether it is a real - estate enterprise or an overseas entity compared to "Guideline No. 2". However, the requirements for business, credit, authorization, and hidden local - government debt are basically the same [3][5]. - **Specific Original Equity Holder**: The "Due Diligence Rules" require verification of the main business and financial status of the specific original equity holder, as well as other important matters, which are not required in "Guideline No. 2". The requirements for production and operation compliance, continuous operation ability, and credit status are basically the same [6][8]. - **Important Cash - Flow Provider**: The "Due Diligence Rules" require verification of the basic situation, relationship with the original equity holder, and historical repayment situation of the important cash - flow provider, which are not required in "Guideline No. 2". The requirements for verifying the main business, financial status, and credit status are basically the same [9][10]. - **Credit - Enhancement Institution**: The "Due Diligence Rules" basically continue the requirements of the original rules and add new content to be verified. They require verification of the basic situation, main business, and financial status of the credit - enhancement institution, which are not required in "Guideline No. 2". The requirements for verifying serious illegal and dishonest situations, business qualifications, and regulatory indicators are basically the same [12][14]. - **Asset Service Provider**: The "Due Diligence Rules" clarify the verification of the basic situation, continuous service ability, and financial leasing business management ability of the asset service provider, which are not required in "Guideline No. 2" [15][16]. - **Other Participants**: For other participants, the requirements of the "Due Diligence Rules" and "Guideline No. 2" are generally unified, with the "Due Diligence Rules" making further requirements for some verification content [17]. 3.2 Basic Assets - The "Due Diligence Rules" update and revise the original rules and combine relevant content of "Guideline No. 2", strengthening the identification and control of basic - asset risks. "Guideline No. 2" focuses on the framework - level norms of basic - asset access standards, while the "Due Diligence Rules" refine the verification procedures at the operational level [20]. - **Main Differences**: The "Due Diligence Rules" add due - diligence requirements for the sampling of revolving - purchase basic assets, emphasize that underlying assets and cash flows should not be involved in litigation, add requirements for verifying the background and history of related - party transactions, and add the statistical requirements for the top 20 basic assets with the largest unpaid principal - balance ratio. They also add new points of attention for financial leasing assets and emphasize the verification of basic - asset dispersion [21][26][27]. - **Consistency Requirements**: The general due - diligence requirements for basic assets in the "Due Diligence Rules" are basically the same as those in "Guideline No. 2", requiring real transaction backgrounds, no fictional or controversial assets, and compliance with laws, regulations, and regulatory negative lists [38]. 3.3 Cash Flows - The due - diligence requirements for cash flows in the "Due Diligence Rules" are basically the same as those in "Guideline No. 2", with clearer requirements for the entire process from prediction to collection, transfer, and distribution [39]. - **Cash - Flow Source and Prediction**: The "Due Diligence Rules" require verification of the source of cash flows, and the parameters and indicators for cash - flow prediction are consistent with those in "Guideline No. 2". If there are significant changes in cash - flow prediction, the reasons need to be analyzed [41]. - **Cash - Flow Collection and Revolving Purchase**: The requirements for cash - flow collection and revolving - purchase in the "Due Diligence Rules" are similar to those in "Guideline No. 2", aiming to reduce the risk of fund commingling and misappropriation. For small - loan claims, the risk of fund commingling in the collection process needs to be verified [44]. - **Cash - Flow Payment Mechanism**: The "Due Diligence Rules" continue the due - diligence requirements for the cash - flow payment mechanism in "Guideline No. 2", requiring verification of the cash - flow distribution process, order, and amount or ratio distributed to investors. Exchange - rate and cross - border regulatory risks need to be considered for foreign - currency settlement [47]. 3.4 Transaction Structures - **Main Differences**: The "Due Diligence Rules" clarify the verification points for guarantee contracts, guarantee letters, collateral, and overseas credit enhancement, providing a more practical compliance framework for intermediary institutions [51]. - **Consistency Requirements**: The requirements for term - scale matching, risk retention, revolving - purchase mechanism, investor - protection mechanism, and qualified investment in the "Due Diligence Rules" are basically the same as those in "Guideline No. 2" [53].

2024年A股只完成了100家IPO上市，是近十年来的最低IPO上市数量。在IPO收紧、并购政策频出的背 景下，越来越多拟IPO企业、IPO撤材料以及辅导阶段的企业，开始转向并购重组，通过并购踏入资本 市场。 2.线上课程《并购逻辑与实践：丹纳赫VS爱尔眼科》 3.梧桐定制笔记本1个 企业并购重组实操手册 扫码立即购买/试读 《企业并购重组实操手册》共有 342页 ， 17.3万字 ，11个章节，主要从 交易买方、卖方、中介机构 的角度，梳理了 并购重组各个环节 的操作要点和常见问题。 在这股浪潮的推动下，2025年各行各业公司以及央国企的专业化整合都在进一步加速。为了帮助大家及 时把握这一轮热潮，了解并购重组操作实务，我们最新上线了 《企业并购重组实操手册》 。 企业并购重组实操手册 1.纸质资料《企业并购重组实操手册》 为了让大家更清楚地了解手册讲了啥，我们随便翻几页 简单看看。 第1章略览 在实践中，大多数并购重组之所以会失败，往往是由于双方信息不对称、没有好好沟通造成的。所以， 第1章 直接了当地分享了 买卖双方需要了解的事项。 例如，买方在接触卖方的时候，就应该评估其未来的 财务规范可行性和难度 ， ...