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securities times reporter cheng dan

on september 24, the china securities regulatory commission issued the "opinions on deepening the market reform of mergers, acquisitions and reorganizations of listed companies" (hereinafter referred to as the "six mergers and acquisitions"). the promulgation of the “six rules on m&a” has further activated the m&a and reorganization market.

the china securities regulatory commission supports reasonable cross-industry mergers and acquisitions, liberalizes the acquisition requirements for unprofitable assets, and supports the "two innovation" sector companies to acquire upstream and downstream assets without the assets meeting the requirements of "hard technology" or "three innovations and four innovations". , providing greater space for the development of the m&a and restructuring market.

yang delong, chief economist of qianhai kaiyuan fund, said that regulatory authorities have taken multiple measures to stimulate the market's internal vitality of mergers, acquisitions and restructuring to seek innovation and change. whether it is cultivating and strengthening emerging industries or transforming and upgrading traditional industries, mergers, acquisitions and restructuring are inseparable from revitalizing resources. , optimize structure, and cultivate value. this policy is expected to unleash the enthusiasm of listed companies to participate in m&a transactions and inject a "boost" into the capital market.

support reasonable cross-industry mergers and acquisitions

the "six mergers and acquisitions" clearly support reasonable cross-industry mergers and acquisitions, relax the acquisition requirements for unprofitable assets, and support the "two innovation" sector companies to acquire upstream and downstream assets without the assets meeting the requirements of "hard technology" or "three innovations and four innovations" , at the same time, improve regulatory tolerance, simplify review procedures, and provide more convenience for mergers, acquisitions and reorganizations.

cross-industry mergers and acquisitions have always been widely concerned by the market, especially reorganizations with high commitment, high valuation, and high goodwill that are subject to strict supervision. a reporter from the securities times learned from relevant people close to the regulatory authorities that there has always been room for reasonable cross-border mergers and acquisitions policies. in the past, blind cross-border mergers and acquisitions were severely cracked down on. this time, the rules have shifted from strongly supporting listed companies to new quality ones. starting from the transformation and upgrading of productivity, we will encourage cross-industry mergers and acquisitions with the goal of transformation and upgrading, and guide more resource elements to gather in the direction of new quality productivity.

in fact, there have been some cases of cross-border mergers and acquisitions in the market recently, such as shuangcheng pharmaceutical’s cross-border mergers and acquisitions of semiconductor assets. on september 10, shuangcheng pharmaceutical released a restructuring plan and planned to acquire 100% of aola shares through the issuance of shares and payment of cash. after the completion of this transaction, aola shares, a company planning to ipo on the science and technology innovation board, will become a wholly-owned subsidiary of shuangcheng pharmaceutical, a listed company. shuangcheng pharmaceutical will also transform from the production of chemically synthesized peptide drugs to simulation in the semiconductor industry. the research and development, design and sales of chips and digital-analog hybrid chips are the focus of development, and pharmaceutical-related assets will be divested when appropriate in the future. another case is serip’s acquisition of chuangxin micro. on september 13, sirip's reorganization application for issuing directional convertible bonds and cash acquisition of the proposed ipo company chuangxin micro received registration approval from the china securities regulatory commission. chuangxin micro is a pre-profit company that plans to ipo. it has already started preparations for the ipo. finally, it chose to integrate with listed companies based on factors such as market conditions and industry trends.

a securities dealer who has been engaged in mergers and acquisitions for a long time said that the success of mergers and acquisitions cannot be simply based on cross-border cross-border mergers and acquisitions. it needs to be evaluated based on whether it is conducive to the high-quality development of listed companies. there are essential differences between blind cross-border mergers and acquisitions and cross-industry mergers and acquisitions. for example, whether the merger and acquisition target comes from a "turbulent" industry, whether the listed company is a "transformation professional" and other dimensions.

in addition, the "six mergers and acquisitions" also relaxed the acquisition requirements for unprofitable assets and expanded the scope of the policy from the science and technology innovation board to all sectors of the capital market. the above-mentioned relevant person close to the regulatory authorities said that on the basis of not affecting the ability to continue operating, listed companies can acquire high-quality unprofitable assets that can help strengthen the chain and improve the level of key technologies. however, they need to pay attention to the m&a and reorganization plan. corresponding arrangements will be made to protect the interests of small and medium-sized investors. such flexible and effective institutional arrangements play an important role in improving the quality and efficiency of mergers, acquisitions and reorganizations, and promoting the transformation and upgrading of listed companies.

improve the efficiency of restructuring market transactions

in terms of improving the efficiency of restructuring market transactions, the "six mergers and acquisitions" have many expressions. on the one hand, the integration needs between listed companies will be supported by improving the restrictions on sales restrictions and greatly simplifying the review procedures. at the same time, through arrangements such as "reverse linkage" during the lock-up period, private equity investment funds are encouraged to actively participate in mergers, acquisitions and reorganizations; on the other hand, a simplified review procedure for reorganizations is established to significantly simplify the review process, shorten the review time limit, and improve the restructuring of qualified listed companies. efficiency.

specifically, the china securities regulatory commission simultaneously announced the "decision on modifications (draft for comments)", which made specific arrangements for the "reverse linking" of private equity funds. if the investment period of private equity funds exceeds 5 years, the lock-in period in third-party transactions is shortened from 12 months to 6 months, and the lock-in period for minority shareholders in restructuring and listing is shortened from 24 months to 12 months.

tian lihui, dean of the institute of financial development at nankai university, said that the introduction of market-oriented mechanisms such as shortening the lock-up period and "reverse linkage" will optimize the market environment, stimulate the enthusiasm of private equity institutions for the m&a and restructuring market, and help clear the "blockages" of the venture capital industry. lake" and rich and diversified exit channels provide convenience.

in order to further enhance the flexibility and convenience of mergers and acquisitions, the "six articles of mergers and acquisitions" have optimized the payment mechanism and review procedures. in terms of payment, an installment payment mechanism for the consideration of restructured shares has been established, and the validity period of the approval document for applying for one-time registration and issuance of shares to purchase assets in installments has been extended to 48 months, which will help listed companies flexibly adjust share payment arrangements based on the subsequent operating conditions of the target. in terms of review, a simplified review procedure for reorganization has been established, making it clear that reorganization transactions subject to the simplified review procedure do not need to be reviewed by the mergers and acquisitions and reorganization committee of the stock exchange, and registration must be completed within 5 working days.

a reporter from the securities times learned that since 2024, the review speed of merger and acquisition projects has been significantly accelerated. taking the shanghai stock exchange as an example, the average time for new acceptance projects from acceptance to review is 64 days, which is significantly reduced from 122 days in 2023. ren lang, an analyst at kaiyuan securities, said that a new simplified review process for reorganization will improve review efficiency and further open up a green channel for mergers, acquisitions and reorganizations of high-quality listed companies.

typical cases are expected to continue to increase

since may this year, nearly 50 major restructuring cases have been disclosed across the market. industrial chain integration has become an important main line of the m&a market during the year, with iconic cases represented by "hard technology" enterprise mergers and acquisitions, professional integration of central and state-owned enterprises, and securities firm mergers and acquisitions. occurs frequently.

tian lihui pointed out that the current policy of supporting industrial mergers and acquisitions is of great significance in promoting the mergers and acquisitions integration of the companies listed on the science and technology innovation board in the upstream and downstream of the industrial chain. the capital market is not only a financing channel, but also a platform for resource integration. through mergers and acquisitions, we can optimize the allocation of resources, enhance industrial synergy, and enhance the company's market competitiveness and sustainable operating capabilities. with the continued efforts of the policy, subsequent typical cases are expected to continue to increase.

active mergers, acquisitions and restructuring do not mean relaxing supervision. while encouraging, we must also guard against possible chaos. the "six articles of mergers and acquisitions" mentioned that the china securities regulatory commission will guide all parties to the transaction to standardize mergers and acquisitions and reorganization activities, strictly perform information disclosure and other legal obligations, crack down on various violations of laws and regulations, effectively maintain the order of the reorganization market, and effectively protect small and medium-sized investors. legitimate rights and interests; intermediaries are also required to give full play to their role in transaction matching and professional services to help listed companies implement high-quality mergers, acquisitions and reorganizations.

the above-mentioned securities dealers who have been engaged in mergers and acquisitions for a long time said that "shell speculation", "playing with concepts" and "foolish" restructuring have always been the focus of the regulatory authorities' crackdowns. listed companies and intermediaries should avoid mergers and acquisitions for the sake of mergers and acquisitions, and should focus on strategic coordination and industrial collaboration to whether business complementarity, resource sharing, market expansion, etc. can be achieved are used as decision-making criteria, and we stay away from laws and regulations and truly achieve "1+1>2".