Core Viewpoint - The number of IPOs in A-shares in 2024 reached only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline the operational key points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [4]. Chapter Highlights - **Chapter 1**: Discusses the importance of communication and understanding between buyers and sellers to avoid failures in M&A due to information asymmetry [11]. - **Chapter 3**: Focuses on the design of M&A plans, including considerations for acquisition ratios, methods, operational cycles, performance guarantees, and termination conditions [18]. - **Chapter 4**: Introduces four common pricing methods and three evaluation methods, detailing six aspects to consider when setting performance guarantees [19]. - **Chapter 5**: Explores payment methods in M&A, discussing cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [23]. - **Chapter 6**: Emphasizes negotiation strategies in M&A, outlining necessary preparations and tactics for effective negotiation [25]. - **Chapter 9**: Provides insights into the operational logic of acquisitions and major asset restructurings, detailing various acquisition methods such as tender offers and management buyouts, supported by case studies [27][29]. - **Chapter 10**: Focuses on case studies to highlight key points in major asset restructuring, including share lock-up arrangements [10][31]. Additional Considerations - The manual also addresses the role of government subsidies in M&A, emphasizing the need for buyers to consider local government support policies and potential disputes regarding resource allocation post-acquisition [14].

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections Overview of M&A Trends - The tightening of IPO regulations and the increase in M&A policies have prompted many companies to withdraw IPO applications and seek M&A opportunities instead [1]. M&A Practical Handbook - The newly launched "M&A Practical Handbook" consists of 342 pages and 173,000 words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries [2]. Implementation Procedures - The handbook details various stages of M&A, including due diligence, transaction pricing, and negotiation strategies, emphasizing the importance of thorough preparation and communication between parties to avoid failures [4][9]. Due Diligence - Key areas of focus during due diligence include financial and accounting assessments, organizational structure, risk factors, and operational performance [4]. Transaction Pricing - The handbook discusses four common pricing methods and three evaluation methods, highlighting the importance of performance guarantees and considerations for setting these terms [16]. Payment Methods - Various payment methods are explored, including cash payments, stock payments, and debt financing, along with their respective advantages and disadvantages [21]. Negotiation Techniques - Effective negotiation strategies are crucial in M&A, with the handbook providing insights on preparation, tactics, and common pitfalls to avoid during negotiations [24]. Case Studies - Chapters 9 and 10 focus on case studies related to public company acquisitions, detailing various acquisition methods and their operational logic, supported by real-world examples [26][27]. Integration Strategies - The final chapter emphasizes the execution of integration strategies post-acquisition, discussing how to effectively merge teams, operations, and cultures to achieve synergy [28].

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Implementation Procedures - The manual details various stages of M&A, including due diligence, financial and accounting assessments, organizational structure, risk factors, and common issues that may arise during the process [4]. Pricing and Payment Methods - Chapter 4 discusses four common pricing methods and three evaluation methods, emphasizing the importance of performance guarantees and considerations for setting them [16]. - Chapter 5 focuses on payment methods, including cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [21]. Negotiation Techniques - Chapter 6 provides insights into negotiation strategies, including preparation, timing, and tactics to employ during negotiations, highlighting the importance of effective communication [24]. Public Company Acquisitions - Chapter 9 elaborates on the operational logic of acquisitions and major asset restructurings involving public companies, detailing various acquisition methods such as tender offers, agreement acquisitions, and management buyouts, supported by case studies [26][27]. Integration Strategies - The final chapter discusses integration strategies post-acquisition, emphasizing the need for effective communication and collaboration between the acquiring and acquired companies to achieve synergy [28].

Core Viewpoint - The article highlights a significant decline in IPO activity in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as an alternative route to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 17.3 million words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Implementation Procedures - The manual details various stages of M&A, including due diligence, transaction pricing, and scheme design, emphasizing the importance of thorough investigation and consideration of multiple factors [4][5]. Transaction Pricing - It discusses four common pricing methods and three evaluation methods, highlighting the importance of performance guarantees and the factors to consider when setting these terms [16][21]. Negotiation Techniques - The manual provides insights into negotiation strategies, including preparation, timing, and atmosphere, to ensure effective discussions during M&A processes [24]. Public Company Acquisitions - It elaborates on the operational logic of acquisitions and major asset restructurings involving public companies, detailing various acquisition methods such as tender offers and management buyouts, supported by case studies [26][27]. Integration Execution - The final chapter focuses on the execution of integration post-acquisition, sharing real-life experiences and strategies for merging teams, operations, and cultures effectively [28].

Core Viewpoint - The article highlights various educational products and services offered at discounted prices, emphasizing their value and relevance for professional development in the corporate sector. Group 1: Membership and Courses - The "Wutong Academic Excellence Membership" offers a two-year card at a promotional price of ¥3299, providing significant savings compared to annual renewals [4][3] - The membership allows unlimited access to courses and resources, enhancing work-related skills and knowledge [3] - A seasonal card is also available for ¥999, providing a cost-effective option for short-term learning [22] Group 2: Books and Guides - The "Corporate Mergers and Acquisitions Practical Manual" is available for ¥99.5, featuring 17.3 million words and over 100 case studies to clarify the M&A process from various perspectives [8][9] - The "China Enterprises Going Global Guide" is priced at ¥99.5, offering comprehensive insights into key considerations for companies expanding internationally [19][20] Group 3: Training Programs - The "Three-Week Training Camp for Enterprises Going Global" is priced at ¥699, including 13 hours of video content and a cash rebate of ¥600 upon completion [25] - The "Hong Kong IPO Pathway for Tech Companies" course is available for ¥134.5, covering essential planning and regulatory aspects for tech firms seeking to list [28][27] Group 4: Specialized Courses - The course on "15 Methods for Acquiring Control of Listed Companies" is offered at ¥64.5, providing insights into various acquisition strategies through case studies [30][31] - The "Bankruptcy Reorganization of Listed Companies" course, priced at ¥299.5, includes 81 case studies and a detailed examination of reorganization processes [33][34]

Core Points - The article highlights various educational products and their promotional pricing, emphasizing the value and benefits of long-term membership and training programs [2][3][6][9]. Group 1: Membership and Training Programs - The "Wutong Xueba" two-year membership card is offered at a promotional price of ¥3299, significantly lower than the regular price of ¥6299, providing a cost-effective option for long-term learning [1][2]. - The "Enterprise Going Abroad" three-week training camp is available at a discounted price of ¥699, down from the regular price of ¥1099, featuring 13 hours of video content and over 30 high-density courses [6][9]. - Participants in the training camp can receive a cash rebate of ¥600 upon completion, and the course materials will be permanently accessible [7][9]. Group 2: Educational Materials - The "China Enterprise Going Abroad Guide" is priced at ¥99.5 during the promotional period, down from ¥199, and contains 15.5 million words and 332 pages covering key aspects of international business [11][12][13][14]. - The "Enterprise Mergers and Acquisitions Practical Manual" is also available for ¥99.5, featuring 17.3 million words and 342 pages, detailing the entire merger process with over 100 case studies [16][17][19].

Core Viewpoint - The number of IPOs in A-shares for 2024 is only 100, the lowest in the past decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [3]. Basic Content - The first chapter emphasizes the importance of understanding the needs of both buyers and sellers to avoid failures in M&A due to information asymmetry and poor communication [9]. Due Diligence - The second chapter discusses the principles and methods of due diligence, highlighting the need for buyers to assess the financial viability of sellers before proceeding with M&A [10]. Proposal Design - The third chapter outlines essential factors in proposal design, including acquisition ratios, methods, operational cycles, performance guarantees, and termination conditions [16]. Transaction Pricing - The fourth chapter introduces four common pricing methods and three evaluation methods, detailing considerations for performance guarantees [17]. Payment Methods - The fifth chapter focuses on payment methods and financing arrangements, discussing cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [21]. Negotiation Techniques - The sixth chapter shares negotiation strategies, emphasizing the importance of preparation and tactics during negotiations [23]. Public Company Acquisitions - The ninth chapter provides insights into various acquisition methods such as tender offers, agreement acquisitions, and management buyouts, supported by detailed case studies [25]. Integration Strategies - The final chapter discusses integration strategies post-acquisition, emphasizing the need for effective communication and collaboration between acquiring and target companies to achieve synergies [29].

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Trends - The tightening of IPO regulations and the increase in M&A policies have prompted many companies to withdraw IPO applications and seek M&A opportunities instead [1]. Practical Manual for M&A - A new manual titled "Practical Guide to Corporate Mergers and Acquisitions" has been launched to assist companies in navigating this trend. The manual includes a physical book, an online course, and a customized notebook [1]. Manual Content Overview - The manual consists of 342 pages and 11 chapters, covering key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Key Operational Procedures - The manual outlines essential operational procedures such as due diligence, transaction pricing, and negotiation strategies, emphasizing the importance of thorough preparation and communication between parties [4][5][6]. Due Diligence and Risk Assessment - Due diligence is highlighted as a critical step, focusing on financial, operational, and risk factors that need to be assessed before proceeding with M&A [4]. Transaction Pricing and Payment Methods - Various transaction pricing methods and payment options are discussed, including cash payments, stock swaps, and debt financing, along with their respective advantages and disadvantages [5][21]. Negotiation Strategies - The manual emphasizes the importance of negotiation strategies in M&A, detailing preparation steps, negotiation tactics, and common pitfalls to avoid [6][24]. Case Studies and Practical Examples - The manual includes numerous case studies to illustrate the practical application of M&A strategies, particularly focusing on public companies and their acquisition methods [26][27]. Integration Post-M&A - The final chapters address the integration process post-acquisition, providing insights on how to effectively merge teams, operations, and cultures to achieve synergy [28][29].

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》 。 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。 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》 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 扫码立享 8折 优惠 《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。 企业常见资本运作概览 并购目的 协同效应 重组类别 支付方式 并购重组基础知识 融资安排 操作流程 1. 基础内容 相关协议 中介机构 并购共识 操作周期 收购方类别 标的公司类别 标的渠道 实操常见问题 e 中介机构 并购前的考量 双方诉求 失败案例警示 尽职调查的对象 尽职调查的原则 ...

Core Viewpoint - The number of IPOs in A-shares for 2024 is only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections Overview of M&A Practices - The article introduces a newly launched "M&A Practical Manual" aimed at helping companies understand the operational practices of mergers and acquisitions [1][2]. Content of the M&A Practical Manual - The manual consists of 342 pages and 173,000 words, divided into 11 chapters, covering key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [3]. Common Capital Operations - The manual outlines various aspects of M&A, including purposes, types of restructuring, payment methods, financing arrangements, and operational processes [4]. Due Diligence - It emphasizes the importance of due diligence, detailing the objects, principles, and methods involved, as well as common issues encountered during the process [4]. Financial Norms and Considerations - The manual discusses the necessity for buyers to evaluate the financial viability of sellers before engaging in M&A, highlighting potential challenges in achieving financial compliance [11]. Government Support - It notes that local governments may provide financial support for M&A activities, and stresses the importance of understanding the implications of such support [13]. Negotiation Techniques - The manual provides insights into negotiation strategies, including preparation, tactics during negotiations, and common pitfalls to avoid [25]. Case Studies - Several chapters include detailed case studies to illustrate the operational logic of M&A, particularly focusing on public companies and various acquisition methods [27][29]. Integration Post-M&A - The final chapter discusses the execution of integration strategies post-acquisition, emphasizing the importance of cultural and operational alignment [30].