Workflow
不到1亿元撬动20亿!"表决权安排"成A股控制权易主利器,上半年31宗案例有何看点?
Mei Ri Jing Ji Xin Wen·2025-07-07 13:36

Core Viewpoint - Since 2025, control transactions of listed companies have become increasingly active, with a 140% increase in announcements compared to the same period last year, indicating a trend towards restructuring and transformation in various industries [1][2]. Group 1: Control Transactions Overview - As of June 2025, 72 listed companies disclosed announcements regarding control changes, up from 30 in the same period last year [1]. - In June alone, 22 companies announced control changes, compared to only 2 in June of the previous year [1]. - Among these transactions, 31 companies utilized voting rights arrangements, including voting rights abandonment and delegation, to achieve control [1]. Group 2: Company Characteristics - The 31 companies involved in control changes span 14 different industries, with notable representation from electronics, textiles, and machinery [2]. - The majority of these companies are small-cap private enterprises, with over 70% having a market capitalization below 5 billion [2]. - 15 of the 31 companies reported negative net profits for 2024, indicating poor performance, with 13 of these experiencing a year-on-year decline in net profit [3]. Group 3: Voting Rights Arrangements - Out of the 31 companies, 19 chose to abandon voting rights, while 11 opted for voting rights delegation [4][7]. - The average share transfer ratio for companies using voting rights abandonment is approximately 21.89%, while the average for those using voting rights delegation is about 11.68% [8][9]. Group 4: Transaction Pricing - Control transaction prices have seen an increase compared to last year, with typical prices for control ranging from 300 million to 1 billion, depending on the company's market conditions [12][15]. - The average transaction price for companies with total transaction amounts below 500 million is approximately 345 million, while those between 500 million and 1 billion average around 730 million [15]. - Notably, *ST Taihe's control transaction exhibited a high premium of 199.28%, while Suo Ao Sensor's transaction was at a discount of nearly 20% [19][21]. Group 5: Factors Influencing Pricing - Factors affecting control transaction pricing include the anticipated future value of the acquiring company's industry, existing company issues, and the original controlling shareholder's willingness to negotiate [24].