① 企业融资和并购有啥区别
收购是指一个公司通过产权交易取得其他公司一定程度的控制权，以实现一定经济目标的经济行为;并购是指两家或者更多的独立企业，公司合并组成一家企业，通常由一家占优势的公司吸收一家或者多家公司，并购一般是指兼并和收购。两者的区别在于：首先，收购属于并购的一种形式;其次，并购除了采用收购的方式，还可以采用兼并的方式，兼并又称吸收合并，是指两个独立的法人兼并和被兼并公司，通过并购的方式合二为一，被兼并公司的法人主体资格消亡其财产和债权债务等权利义务概括转移于实施并购公司，实施兼并公司需要相应办理公司变更登记;然而收购则是收购者取得了目标公司的控制权，目标公司的法人主体资格并不因之而必然消亡，在收购者为公司时，体现为目标公司成为收购公司的子公司。
② 并购术语里DD是什么意思
尽职调查，英文翻译就是： Due Diligence，也就是对企业的历史数据和文档、管理人员的背景、市场风险、管理风险、技术风险和资金风险做一个全面深入的审核。
尽职调查是由中介机构在企业的配合下，对企业的历史数据和文档、管理人员的背景、市场风险、管理风险、技术风险和资金风险做全面深入的审核，多发生在企业公开发行股票上市和企业收购以及基金管理中。
对买方和及其融资者来说，并购本身存在着各种各样的风险，从买方的角度来说，尽职调查也就是风险管理。目的是使买方尽可能地发现有关目标购买的股份或资产的全部情况。
对于一项大型的涉及多家潜在买方的并购活动来说，尽职调查通常需经历以下程序：
1．由卖方指定一家投资银行负责整个并购过程的协调和谈判工作。
2．由潜在买方指定一个由专家组成的尽职调查小组（通常包括律师、会计师和财务分析师）。
3．由潜在买方和其聘请的专家顾问与卖方签署“保密协议”。
4．由卖方或由目标公司在卖方的指导下把所有相关资料收集在一起并准备资料索引。
5．由潜在买方准备一份尽职调查清单。
6．指定一间用来放置相关资料的房间（又称为“数据室”或“尽职调查室”）。
7．建立一套程序，让潜在买方能够有机会提出有关目标公司的其他问题并能获得数据室中可以披露之文件的复印件。
8．由潜在买方聘请的顾问（包括律师、会计师、财务分析师）作出报告，简要介绍对决定目标公司价值有重要意义的事项。尽职调查报告应反映尽职调查中发现的实质性的法律事项，通常包括根据调查中获得的信息对交易框架提出建议及对影响购买价格的诸项因素进行的分析。
9．由买方提供并购合同的草稿以供谈判和修改。
③ 企业并购融资的方式有哪些
④ 有了解天风证券并购融资部的么
国家政策支持，主要并购企业
⑤ 投资，融资，并购，做市分别是什么意思
投资指的是特定经济主体为了在未来可预见的时期内获得收益或是资金增值，在一定时期内向一定领域投放足够数额的资金或实物的货币等价物的经济行为。可分为实物投资、资本投资和证券投资。前者是以货币投入企业，通过生产经营活动取得一定利润，后者是以货币购买企业发行的股票和公司债券，间接参与企业的利润分配。
融资即是一个企业的资金筹集的行为与过程，也就是说公司根据自身的生产经营状况、资金拥有的状况，以及公司未来经营发展的需要，通过科学的预测和决策，采用一定的方式，从一定的渠道向公司的投资者和债权人去筹集资金，组织资金的供应，以保证公司正常生产需要，经营管理活动需要的理财行为。公司筹集资金的动机应该遵循一定的原则，通过一定的渠道和一定的方式去进行。我们通常讲，企业筹集资金无非有三大目的：企业要扩张、企业要还债以及混合动机（扩张与还债混合在一起的动机）。
并购的内涵非常广泛，一般是指兼并（Merger）和收购（Acquisition）。兼并 —又称吸收合并，即两种不同事物，因故合并成一体。指两家或者更多的独立企业，公司合并组成一家企业，通常由一家占优势的公司吸收一家或者多家公司。
做市,在股票证券市场，做市是指投资者针对一支具有竞争力的股票发行，人为制造股市交易量膨胀，以吸引更多投资者购买。
⑥ 投行部（公司的一个部门）是个简称吗具体的全称是什么英文对应的词汇是什么也即投行部怎么翻译
投行部是指大型银行（投资银行）或者金融机构的投资银行部门，
英文是 INVESTMENT BANKING DEPARTMENT， 通称IBD.
主要业务包括三大项， global market, investment banking (例如 M&A并购重组 cooporate finance 企业融资, IPO工司上市) and Asset management(wealth management). 具体到投行部门的工作， 狭义就是指 investment banking 这一块， 广义上包括上面全部三大项。
⑦ 融资合并中的sponsor应该怎么翻译
n. 1. 发起者;主办者;倡议者 2. 保证人 3. (广播、电视节目的)赞助者 4. 教父,...
vt. 1. 发起;主办;倡议 2. 为...做保证人 3. 资助,赞助
⑧ 谁能给我一份并购融资的英文文献啊，急！！！！
Automatically translated text:
The definition of lease financing
Finance leases (Financial Leasing) also known as the Equipment Leasing (Equipment Leasing), or modern leasing (Modern Leasing), and is essentially transfer ownership of the assets of all or most of the risks and rewards of the lease. The ultimate ownership of assets to be transferred, or may not transfer.
It refers to the specific content of the lessee to the lessor under the lease object and the specific requirements of the supplier selection, vendor financing to purchase rental property, and the use of leased to a lessee, the lessee to the lessor to pay instalments rent, the lease term lease ownership of objects belonging to the lessor of all, the tenant has the right to use the leased items. Term expired, and finished the lessee to pay rent under the lease contract financing to fulfil obligations in full, leasing objects that vesting ownership of all the lessee. Despite the finance lease transactions, the lessors have the identity of the purchase of equipment, but the substantive content of the purchase of equipment suppliers such as the choice of the specific requirements of the equipment, the conditions of the purchase contract negotiations by the lessee enjoy and exercise, lessee leasing object is essentially the purchaser. , Is a finance lease extension of loans and trade and technology updates in the new integrated financial instry. Because of its extension of loans and combination of features, there is a problem in leasing companies can recycling, treatment of leasing, and so the financing for the enterprise credit and secured the main requirement, it is very suitable for SME financing. In addition, the leasing of sheet financing, not reflected in the financial statements of the enterprise liability, does not affect the credit status of enterprises. This multi-channel financing needs of SMEs in terms of it is very beneficial.
Leasing and financing lease of a traditional nature of the difference is: traditional lease to the tenant leasing the use of objects of the time rent, and finance lease financing costs to the tenant occupying the time of rental. The market economy develops to a certain stage and the adaptation of a strong financing, in the 1950s in the United States have a new type of trading, as it adapted to the requirements of modern economic development, in the 60 to 70 the rapid development in the world, and today has become a business update equipment one of the main means of financing, known as the "sunrise instry." China in the early 1980s after the introction of this operational modalities for over 10 years has been the rapid development, compared with developed countries, the advantages of leasing is far from being played out, the market potential is huge.
[Edit] the main characteristics of the leasing
The main characteristics of the leasing is: the ownership of objects as leasing is the lessor in order to control the risk of the tenant rent reimbursement taken a form of ownership, at the end of the contract could eventually be transferred to the lessee, the lease purchase items from lease people choose, maintenance from the tenant responsible for the lessor to provide financial services only. Rent calculation principles are: to lease the lessor objects based on the purchase price, occupied by the lessee to the lessor of funds based on time, according to a mutually agreed rental rates. It is essentially dependent on the traditional leasing financial transactions, is a special kind of financial instruments.
[Edit] the type of lease financing
1. Simple financing lease
Financing lease is a simple, by the lessee choose to purchase the rental property, the lessor on the lease project through risk assessment after the rental lease to the lessee the use of objects. Throughout the lease period the lessee does not enjoy the right to use the title, and is responsible for repair and maintenance of leasing objects. The lessor's lease is good or bad thing without any liability, equipment depreciation in the tenant side.
2. Leveraged lease financing
Leveraged leasing practices similar to syndicated loans, is a specialized leasing to large-scale projects with the tax benefits of lease financing, mainly led by a leasing company as a trunk, and for the lease of a very large project financing. First set up a leasing company from the operation of the main institutions - a project-based fund management company set up projects to provide more than 20% of the total amount of funds, and the remaining part was the main source of funds banks and social absorb idle idle funds, the use of 100 percent enjoy low tax benefits "in the eight Bo" leverage for the leasing project large amount of funds. The remaining financing and leasing practices are basically the same, but because of the complexity of the contract covers a wide range and even greater. As can enjoy tax benefits, operating norms, comprehensive benefits, and recovery of rent safe, low-cost, and are generally used for aircraft, ships, communications equipment and large complete sets of equipment lease financing.
3. Commissioned by the Financial Leasing
Is a way to have the funds or equipment entrusted to non-bank financial institutions in the financing lease, the lessor is also the first client, the second is the trustee of the lessor at the same time. The lessor to accept the client's money or lease of the subject matter, according to the client's written by the client designated for the lessee of the leasing business. In the subject of the lease term lease of the property of the client, the lessor only charges, not to take risks. Such leasing commissioned a major characteristic is not to lease the right to operate the enterprise, "by the right" business. E-commerce is on the lease by lease rental as a business platform.
The second is the lessor or lessee commissioned by the lease purchase of a third person, the lessor under the contract to pay the purchase price, also known as commissioned by the lease purchase financing.
4. Project finance leasing
Lessee to project their own property and to ensure efficiency, and the lessor signed a finance lease contract, the lessor to the lessee of the property and other projects without recourse to the proceeds, we can only rent charged to the project's cash flow and profitability to determine. The seller (that is leasing goods manufacturers) through their holding leasing companies to promote their procts in this way, and expand market share. Communications equipment, medical equipment, transportation equipment, or even the right to operate highway can be used this way. Others, including the return of leasing, also known as sale and leaseback financing leasing; financing to leasing, also known as the financing to leasing.
[Edit] the risk of lease financing
Finance leases from the risk of many uncertain factors, is multifaceted and interrelated, in the full understanding of the operational activities of the characteristics of various risks can be comprehensive, scientific analysis of risks to formulate corresponding measures. The risk of financing leasing main categories as follows:
(1) proct market risks. In the market environment, regardless of the financing lease, loan or investment, as long as the funds used to purchase equipment or to carry out technological transformation, first of all, should consider leasing equipment procts market risks, which need to know to sell the procts, market share rate and occupancy, proct trends in the development of the market, the consumption structure and the mentality of the consumers and consumption capacity. If these factors are not fully understand, the survey are not careful, and may increase the market risk.
(2) financial risks. For the leasing of a financial nature, financial risks throughout the entire business activities. The lessor, the biggest risk is that the lessee is also rent capacity, it has a direct impact on the operation of leasing companies and survival, therefore, the risk of also rent from the project began, it should be cause for concern.
Currency also have risks, especially international payments, methods of payment, payment date, time, the remittance channels and means of payment options improperly, will increase the risk.
(3) Trade risk. For the leasing of a trade properties, the risks of trade negotiations to orders from the acceptance testing there is a risk. The merchandise trade in the modern development of a relatively complete, the community is also supporting the establishment of corresponding institutions and preventive measures, such as a letter of credit, transport insurance, commodity inspection, commercial arbitration and the risk of credit counseling have taken precautions and remedial measures, but because people's awareness and understanding of the risks of different degrees, and some means of a commercial nature, coupled with the inexperience of the management of enterprises and other factors, all of these instruments have not been used, making trade risk still exists.
(4) technical risks. One of the benefits of lease financing before other enterprises is the introction of advanced technology and equipment. In the actual course of the operation, or advanced technology, advanced technology is mature, mature technology for the legal rights and interests of others, is an important risk a technical reasons. Serious, e to technical problems so that equipment in a state of paralysis. Other risks include the economic environment, force majeure, and so on.
[Edit] the accounting treatment of lease financing
[Edit], the tenant on the accounting treatment of lease financing
1, the start of the lease accounting treatment
At the start of the lease, the tenant will usually be the start of the lease rental assets in the original book value of the minimum lease payments and the present value of the lower of the two leased assets as recorded value of the minimum lease payments as a long-term payables recorded value, and the difference between the two records is not recognised financing costs. However, if the assets of the leasing assets of the enterprise small proportion of the total, the tenant may be the start of the lease in the minimum lease payment records of assets and long-term rent payments. This time, the "proportional" not usually refers to fixed assets financed by leasing the lessee total assets total less than 30% (including 30%). Under such circumstances, rent for the financing of long-term assets and the determination of the amount e, the tenant may, at its option, which can be used minimum lease payments, and can also be used leasing assets in the original book value of the minimum lease payments and the present value of the two in the lower. Then what "leasing the original book value of assets" refers to the start of the lease rental, as reflected in the accounts, the book value of the leased asset.
Lessee in the calculation of the minimum lease payments at the current value, if the lessor that the interest rate implicit in the lease, the lessor should be used as the interest rate implicit in the discount rate, otherwise, shall be stipulated in the lease contract interest rate as the discount rate . If the lessor's interest rate implicit in the lease and rental rates stipulated in the contract are not available, it should be used over the same period interest rates on bank loans as the discount rate. Which is implicit in the lease rates, in the inception of the lease, the minimum lease payments and the present value of the unsecured portion of the resial value of the current value of assets and equivalent to the original book value of the discount rate.
2, the initial direct costs of the accounting treatment
Initial direct costs refer to the lease negotiations and the signing of the lease agreement occurred in the course of the lease can be directly attributable to the cost of the project. Lessee in the initial direct costs usually have stamp ty, commission, attorney fees, travel expenses, such as the costs of negotiations. Lessee in the initial direct costs should be recognised as an expense in the current period. Accounts for its handling: debit "management fees" and other subjects, credited to "bank" and other subjects.
3, no finance charge assessed
In the finance lease, the lessee to the lessor to pay the rent, include the repayment of principal and interest in two parts. Lessee to pay rent, on the one hand to rece long-term payables, on the other hand, while not confirmed by the leasing costs for a certain method to confirm the current financing costs, the first rent (that is, initially matching each rental payment) Under the circumstances, the lease term is the first phase of rent paid no interest, should only rece the long-term payments, not to confirm the current financing costs.
Not sharing in the finance costs, the lessee should be used to calculate certain way. According to the guidelines, the lessee can be used in real interest rates, the straight-line method can also be used and the number of years of combined law. In using the effective interest method, in accordance with the inception of the lease is a lease assets and liabilities are recorded based on the value of different financing costs assessment rate options are also different. No finance charge assessed specific divided into the following types:
(1), leasing assets and liabilities to a minimum lease payments accounted for the present value of value to the investor and the interest rate implicit in the lease for the discount rate. Under such circumstances, investors should be the interest rate implicit in the lease for the assessment rate.
(2), leasing assets and liabilities to a minimum lease payments for the present value of recorded value, and to lease contract provides for the interest rate as the discount rate. In such circumstances, should be stipulated in the lease contract as the rate of assessment rates.
(3), leasing assets and liabilities to the original book value of the leased asset accounted for the value of the lessee does not exist resial value guarantees and preferential purchase right to choose. In such circumstances, should be re-calculation of the cost-sharing rate financing. Financing cost-sharing rate refers to the inception of the lease, the minimum lease payments equal to the present value of lease assets in the original book value of the discount rate. In the lessee or related to the leased asset resial value of the third-party security situation, and the similar, the end of the lease, not recognised all the financing costs should be shared End, and lease liabilities should also be reced to zero.
(4), leasing assets and liabilities to the original book value of the leased asset accounted for the value of the lessee does not exist guaranteed resial value, but there is preferential option to purchase. In such circumstances, should be re-calculation of the cost-sharing rate financing. At the end of the lease, not recognised all the financing costs should be shared End, and lease liabilities should also be reced to zero.
(5), leasing assets and liabilities to the original book value of the leased asset value accounted for, and the existence of the lessee guaranteed resial value.
Under such circumstances, the cost-sharing should be re-financing rate. Related to the lessee or third parties on the resial value of leased assets as security has been provided or not at the end of the lease renewal and to pay a penalty of circumstances, the end of the lease, not recognised all the financing costs should be shared End, and lease liabilities should also be reced to the guaranteed resial value, or to be paid by the breach.
Lessee shall pay each of the rent shall be the amount of rent paid, debit "long-term payables - to finance leases," subjects, credited to "bank" subjects, if payment of rent, which includes compliance costs, At the same time debit should be "manufacturing costs", "management fees" and other subjects. At the same time should be recognized in accordance with the current amount of the finance charge, debit "financial costs" subjects, credited the "no finance charge" subjects.
4, the leased asset depreciation Provision
Tenants should finance the lessee Provision for depreciation of fixed assets, should address two main issues:
(1), depreciation policy
Provision for asset depreciation, lease, the tenant should be its own assets Provision line depreciation method. If the lessee or third parties relating to the leased asset security has been provided, should be credited for the amount of depreciation on fixed assets, and the inception of the lease accounting resial value after decting the value of the balance. If the lessee or third parties relating to the leased asset resial value of the security has been provided, the total amount of depreciation should be credited for the start of the lease value of fixed assets recorded.
(2), the depreciation period
Identify the leased asset depreciation period, should be in accordance with the lease contract. If reasonable certainty that the lessee at the end of the lessee will obtain ownership of the leased asset, the lessee can be identified with all of the assets of the remaining useful life, and should therefore be the start of the lease to lease the remaining useful life of assets as depreciation period; If you can not reasonably determine whether the lease to the lessee at the end of the lease ownership of the assets to be made to the lease period and the remaining useful life of the leased asset in the shorter of the two as the depreciation period.
5, the accounting treatment of compliance costs
Many types of compliance costs, rent for the financing of fixed assets improved expenditure, technical advice and service charges, fees should be increased staff training credited to the extension of sharing costs, debit "long-term prepaid expenses," and "accrued expenses" , "manufacturing costs", "management fees" and other subjects, the fixed assets regular maintenance, insurance, etc. can be directly charged to expense in the current period, debit "manufacturing costs," and "operating expenses" and other subjects, credited to "bank deposits, "wait until the subjects.
6, or the accounting treatment of rent
Since the rent or the amount of uncertainty, unable to adopt a rational approach to its system for sharing, in the actual event, debit "manufacturing costs," and "operating expenses" and other subjects, credited to "bank" and other subjects.
7, at the end of the lease accounting treatment
At the end of lease, the tenant on the lease is usually the disposition of the assets of three circumstances:
(1), the return of the leased asset. Debit "long-term payables - to finance leases," and "accumulated depreciation" subjects, credited "fixed assets - fixed assets financed by leasing all" subjects.
(2), renewable lease concession assets. If the lessee to exercise the right to choose renewable concession, the lease shall be deemed to have been made the presence of the corresponding accounting treatment. If no expiry of renewal, to the lessor under the lease contract to pay a penalty, debit "operating expenses" subjects, credited to "bank" and other subjects.
(3), stay purchase the leased asset. In the lessee enjoy preferential purchase right to choose, purchase price paid, debit "long-term payables - to finance lease," credited "bank" and other subjects at the same time, will be fixed assets from "all fixed assets financed by leasing" Details Details of the other subjects into subjects.
因字数有限就无法翻译成中文了