当今时代，无论什么身份， 人人都不可避免地要和财务打交道。 作为一项生存必备的技能，可以说， 理解了财务，掌握了财务知识，具备了财务思维，才能更深入地理解资本市场上各项业务的逻辑和联 系，做出更明智的决定。 如果要问小师姐有什么可以从零开始提升财务技能的方法，那就不得不提到—— 「 投行人财务基础到 进阶学习包」！ 投行人财务基础到进阶学习包 扫码查看详情/购买 学习包内含： 纸质资料《投行财务手册（第三版）》、线上课程《如何识别财务造假（券商视 角）》、梧桐定制笔记本。 从多个角度辅助你学习财务知识，掌握财务思维。 接下来，小师姐将带着大家详细了解 纸质资料 《投行财务手册（第三版）》， 首先，我们来看一下目 录。 - 上下滑动查看目录 - 通过目录，我们可以发现，《投行财务手册（第三版）》主要分 为五大章节： 看懂财务报表、识别财 务异常、评估企业经营情况、常用的税收知识、拟IPO企业财务规范。 第二章是在我们能看懂财务报表的基础上，进一步讲解了5种常见财务操纵方式和9种识别财务异 常的方法。 第一章开门见山，逐一解析了三大财务报表的用途、区别、联系、核心要点、主要财务指标等，教 会我们如何抓取重要信息， ...

Core Viewpoint - The article discusses the gradual implementation of the fifth set of listing standards on the Sci-Tech Innovation Board, which is expected to attract more innovative technology companies to go public in China [1]. Group 1: Preparation for IPO - The first part of the manual includes six chapters that cover essential tasks, participants, listing conditions, and overall processes that companies need to understand before going public [8]. - Companies should develop strategies based on whether the IPO initiation point falls within the reporting period, categorizing them into strategies for within and outside the reporting period [8][10]. - When assessing the feasibility of going public, companies must consider potential substantive obstacles and issues that may affect the IPO process, such as sudden shareholding changes and changes in the main business [10]. Group 2: Listing Norms - The second part introduces the "Five-Step Method" for listing norms, which includes adjustments to equity structure, organizational structure, business process refinement, financial system standardization, and ERP implementation [19]. - Each step of the "Five-Step Method" is elaborated upon, providing a systematic approach for companies to follow [19]. Group 3: Share Reform Key Points - The third part focuses on important timing for IPOs, considerations for share reform, and strategies to reduce listing costs, with a significant emphasis on share reform [25]. - Detailed explanations are provided on how to choose the right timing for share reform and the necessary preparations [27]. Group 4: Other Important Matters - The fourth part discusses other capital operations during the IPO process, departmental work arrangements, and highlights case studies from key industries [30]. - It includes analysis of six representative IPO review cases, focusing on regulatory concerns and common issues faced by companies in those industries [32].

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 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 - Understanding finance is essential for making informed decisions in the capital market, and the "Investment Banking Financial Basics to Advanced Learning Package" is recommended for enhancing financial skills from scratch [1]. Summary by Sections Section 1: Understanding Financial Statements - The first chapter explains the purposes, differences, connections, core points, and key financial indicators of the three main financial statements, teaching how to extract important information [6][11]. - The content is presented through case studies, making it easy to understand how to trace a company's profits and compare them with industry peers [6][11]. Section 2: Identifying Financial Anomalies - The second chapter builds on the ability to read financial statements, detailing five common financial manipulation methods and nine ways to identify financial anomalies [8][9]. - Each manipulation method is accompanied by 1-3 case studies for thorough analysis [9]. Section 3: Evaluating Business Operations - The third chapter combines business operations with financial metrics, explaining how to assess a company's operational status using financial data [10]. - It includes analysis of well-known companies' financial statements, such as evaluating Moutai's profitability and growth by examining revenue trends and profit margins [11][12]. Section 4: Tax Knowledge for Non-Financial Professionals - The fourth chapter covers essential tax knowledge for non-financial personnel, including common tax types, tax implications related to invoices/contracts, and tax planning techniques [13]. Section 5: Financial Issues for IPO Candidates - The fifth chapter focuses on financial issues that companies need to consider when going public, using various case studies of companies that succeeded, were denied IPOs, or had their reviews terminated [15]. - It discusses how to adjust for accounting errors and the flexibility companies have in handling certain financial reporting requirements under new revenue standards [16].

Core Viewpoint - Understanding finance is essential for making informed decisions in the capital market, and the "Investment Banking Financial Basics to Advanced Learning Package" is a recommended resource for enhancing financial skills [1]. Summary by Sections Section 1: Understanding Financial Statements - The first chapter explains the purposes, differences, connections, core points, and key financial indicators of the three main financial statements, teaching how to extract important information from them [6][11]. - The content is presented through case studies, making it easy to understand how to trace a company's profits and compare them with industry peers [6][11]. Section 2: Identifying Financial Anomalies - The second chapter builds on the ability to read financial statements, detailing five common financial manipulation methods and nine ways to identify financial anomalies [8][9]. - Each method is illustrated with 1-3 case studies, providing a comprehensive and accessible analysis of how companies may fabricate transactions [8][9]. Section 3: Evaluating Business Operations - The third chapter combines business operations with financial metrics, explaining how to assess a company's operational status using financial data [10][11]. - It includes analysis of well-known companies' financial statements, such as evaluating Moutai's profitability and growth by examining revenue trends and profit margins [11][12]. Section 4: Tax Knowledge for Non-Financial Professionals - The fourth chapter covers essential tax knowledge for non-financial personnel, including common tax types, tax implications related to invoices/contracts, and tax planning techniques [13]. - The content is practical and relatable, addressing various tax classifications and strategies for individuals and businesses to minimize tax liabilities [13]. Section 5: Financial Issues for IPO Candidates - The fifth chapter focuses on financial issues that companies need to consider when preparing for an IPO, along with relevant solutions [15][16]. - It includes diverse case studies of companies that successfully listed, were denied IPOs, or had their reviews terminated, highlighting the financial challenges faced during the IPO process [15][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].

Core Viewpoint - The current venture capital primary market is in a downward cycle, presenting more challenges for both investors and companies, with increasing complexity in balancing investor and company demands [1] Group 1: Learning Package Overview - The "Enterprise Equity Financing Learning Package" includes a printed manual titled "Enterprise Equity Investment and Financing Handbook" [2] - The handbook consists of approximately 100,000 words and 232 pages, designed to help companies understand equity financing and attract suitable investors [5] Group 2: Handbook Structure - The handbook is divided into two main parts, systematically explaining the key processes and practical points for non-listed companies engaging in equity financing [7] - The first part covers ten critical issues from the perspective of investors, including competitive advantage analysis, business plan preparation, financing strategy, company valuation, and negotiation of investment agreements [7][10] - The second part delves into key considerations for equity financing, including internal control systems, equity structure design, and tax risks associated with equity transfer [10][11] Group 3: Practical Insights - The handbook provides specific formulas and case studies to help companies understand valuation and equity structure design, emphasizing the importance of these elements in equity financing [8] - It discusses common pitfalls in investment agreements and offers strategies for companies to identify and navigate potential risks during the financing process [16] - The manual also addresses how to effectively communicate with investors, particularly in scenarios involving performance guarantees or board seat requests [15]

当前，虽然IPO受理速度有所提升，但审核态势仍旧趋严。站在 企业视角 ，我们应该从哪些方面入手， 做好IPO规范和股改工作，协调好中介机构人员和企业各部门员工之间的具体分工，提升IPO成功率？ 答案就在 《境内IPO实操手册（企业视角）》 中—— 境内IPO实操手册（企业视角） 1.纸质资料《境内IPO实操手册（企业视角）》 扫码可查看详情 限时特惠 立减20元 Q： 如何试读？ A： 扫码→点击"赠品 内含3个商品"→点击"试读" 《境内IPO实操手册（企业视角）》共有254页，12.3万字，内容主要分为四个部分，分别是 上市前的准 备 、 企业上市规范 、 企业股改要点 、 其他重要事项 。 PPPPaaaarrrrtttt 1111 2.线上课程《不同板块IPO审核要点解析（14案例）》 3.梧桐定制笔记本1个 第一部分共有6个章节， 其中，既介绍了企业上市之前需要了解的主要工作、参与者、上市发行条件、 整体流程等基本事项，也有关于企业应该如何选择中介机构、判断上市可能性等关键事项。 例如，在IPO时间规划时，企业可以根据IPO启动时点是否在申报期内， 将其分为申报期内的策略和申 报期外的策略。 对于申 ...