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on september 13, siruipu's restructuring application for issuing targeted convertible bonds and acquiring chuangxinwei in cash was approved by the china securities regulatory commission. this case is the first case of a science and technology innovation board company acquiring unprofitable assets after the release of the "eight articles on the science and technology innovation board". it is also the first successful registration case in the entire market after the release of the new regulations on targeted convertible bond restructuring. the market valuation, differentiated pricing and other arrangements set up in the transaction are also quite instructive.

recently, the shanghai stock exchange's m&a and reorganization market has been active, with china shipbuilding and china heavy industry, guotai junan and haitong securities and other main board mergers and acquisitions announced one after another, and puyuan jingdian and siruipu and other sci-tech innovation board mergers and acquisitions have been implemented one after another. in order to take multiple measures to activate the m&a and reorganization market, the shanghai stock exchange has added a new measure, recently launching the "listed company m&a and reorganization rules, policies and cases" (hereinafter referred to as the "m&a and reorganization guide"), and publicly released it to the market on september 13.

securities times reporters learned that the release of the "m&a guide" is an important measure to implement the new "nine national policies" to take multiple measures to activate the m&a and restructuring market, and to help the "eight science and technology innovation board policies" to better support the implementation of m&a and restructuring. it aims to help listed companies accurately understand the rules, grasp the latest regulatory guidance, better stimulate the vitality of the m&a and restructuring market, and promote the implementation of more typical demonstration cases.

comprehensively sort out the rules and collect policy highlights

providing a system "gift package" for market players to plan mergers and acquisitions and restructuring

mergers and acquisitions and restructuring are important ways to achieve industrial integration and transformation and upgrading, optimize resource allocation, and help listed companies achieve high-quality development. they are also effective means to cultivate and develop new quality productivity under the current new situation.

since the full implementation of the registration system in february 2023, the china securities regulatory commission and the shanghai stock exchange have issued more than ten favorable policies for mergers and acquisitions and restructuring by modifying and improving rules, optimizing regulatory mechanisms, and strengthening market communication. they have responded to market demands and supported high-quality mergers and acquisitions and restructuring of listed companies from the aspects of innovating institutional arrangements, enriching payment tools, and optimizing review and supervision.

in practice, the mergers and acquisitions of listed companies are diverse in form and complex in process, which may involve major changes in the assets and businesses of listed companies, as well as major changes in the rights and interests of listed companies. the applicable securities regulatory rules are complex and multi-level, making it difficult for market entities to fully and accurately grasp them. the "mergers and acquisitions and reorganizations handbook" released this time comprehensively sorts out the main institutional rules for the supervision of mergers and acquisitions and reorganizations in the capital market, including both the departmental regulations and normative documents of the china securities regulatory commission and the self-regulatory rules of the exchanges, and compiles them into a collection of rules for companies to refer to and use, providing a practical "tool book" for companies to adapt to their own needs, plan and implement mergers and acquisitions and reorganizations.

since the full registration system was introduced, there have been frequent favorable winds for a-share merger and reorganization policies, from the "management measures for major asset restructuring of listed companies" (hereinafter referred to as the "restructuring measures"), which absorbed the advanced experience of the science and technology innovation board and made comprehensive revisions to the rules such as lowering the floor price for restructuring shares and improving the restructuring recognition standards, to the release of rules for restructuring targeted convertible bonds and convenient policies to extend the validity period of financial data for share issuance restructuring; from improving the "small and fast" review mechanism for restructuring on the science and technology innovation board and clarifying the review time limit, to the "eight articles on the science and technology innovation board" further interpreting the policies such as acquiring unprofitable hard technology companies and improving valuation inclusiveness, all of which demonstrate strong support for listed companies to improve quality and efficiency through mergers and acquisitions and reorganization. these contents are all included and interpreted in the "mergers and reorganizations handbook".

focus on hot topics and analyze typical cases

continue to clarify doubts and expectations for market players

the reporter learned that since 2023, the shanghai stock exchange has held nearly 50 m&a-related training and research activities to publicize the latest policy directions to market players and "ask for advice and needs" on how to better activate the m&a and restructuring market.

the "mergers and acquisitions and restructuring guide" released this time focuses on hot topics such as valuation pricing that have attracted high market attention and possible misunderstandings of rules, unprofitable restructuring targets, performance commitment supervision, absorption mergers of listed companies, and issuance of targeted convertible bonds for restructuring. it selects cases that have been approved for registration or implemented in recent years, in the hope that all parties in the market will abandon "inertial thinking" and jointly promote the implementation of more representative cases.

taking the absorption and merger of listed companies as an example, the reporter learned that in the previous visits and surveys of the shanghai stock exchange, many market players had expressed that there were few regulations and cases regarding the absorption and merger of listed companies, and there were doubts about the pricing principles and lock-up period of issued shares, the protection of the rights of dissenting shareholders, and the disclosure requirements related to the transaction plan. to this end, the "mergers and acquisitions and reorganizations handbook" selected absorption and merger cases with different transaction essences, such as absorption and merger between a-share listed companies, absorption and merger of parent companies by a-share listed companies to achieve overall listing of high-quality assets, and absorption and merger of a-share listed companies by h-share companies to achieve "a+h" dual listing, to provide case references for listed companies in need to design restructuring plans.

for another example, the "management measures for major asset restructuring of listed companies" under the comprehensive registration system has been significantly revised, changing the restructuring to improve the "sustained profitability" of listed companies to "sustained operating capacity"; on this basis, the "eight articles of the science and technology innovation board" further clarified that it supports science and technology innovation board listed companies to focus on enhancing sustainable operating capacity and acquire high-quality unprofitable "hard technology" companies. however, market players still have questions about how to design such transaction plans and disclose information. in this regard, the "m&a and restructuring guide" selects cases of listed companies acquiring loss-making or slightly profitable target assets in recent years, and interprets the cases in combination with the reasons disclosed by listed companies for the non-profitability of the target assets in the reporting period, the necessity of the transaction, the role of enhancing the company's comprehensive strength, and the expected future returns of the target assets.

continue to strengthen policy advocacy and create a better policy environment

promote the implementation of more exemplary cases

since the beginning of this year, the sci-tech innovation board listed companies have disclosed a total of 6 major asset reorganizations and asset purchases through the issuance of shares (including convertible bonds), with a total disclosed transaction amount of 2.364 billion yuan. the number and scale of transactions have exceeded the full year of 2023. in addition to reorganizations, high-quality acquisitions of listed companies based on industrial synergy are also in full swing, with the first cash "a controlling a" - mindray medical's acquisition of the sci-tech innovation board company huitai medical and other cases being implemented.

after the release of the "eight measures for the science and technology innovation board", puyuan jingdian's application for issuing shares to acquire a minority stake in a subsidiary was registered by the china securities regulatory commission. it took only two months from the shanghai stock exchange's acceptance to the china securities regulatory commission's registration and effectiveness; siruipu's application for issuing directional convertible bonds to a third party and acquiring unprofitable assets in the previous reporting period in cash has been registered by the china securities regulatory commission, creating multiple "first orders" records in the a-share m&a market in recent years. in addition, more than 10 companies listed on the science and technology innovation board have actively responded to the policy call, carried out foreign investment or asset acquisitions around the same industry or upstream and downstream of the industrial chain, and improved the quality and efficiency of development through mergers and acquisitions. the mergers and acquisitions of the science and technology innovation board have gradually heated up and begun to show an active trend.

the reporter learned that the shanghai stock exchange will continue to understand problems, listen to demands, and answer questions through visits, surveys, training seminars, etc., and continuously strengthen policy dissemination to jointly create a better market environment. at the same time, it will continue to adhere to the principles of marketization and rule of law, support market-oriented transaction arrangements and program innovations set in accordance with regulations, promote the implementation of more demonstration cases, better play the role of the main channel of mergers and acquisitions in the capital market, promote the improvement of the quality of listed companies, and continuously consolidate the internal foundation for the healthy development of the market.