券商投行建言： 优化审核、强化整合、理性退出

Core Viewpoint - The implementation of the "merger and acquisition six guidelines" has significantly increased market activity, highlighting the importance of M&A in optimizing resource allocation and serving the real economy [1] Group 1: Market Confidence and Future Development - Multiple interviewed brokerage executives express confidence in the future development of the M&A market, while acknowledging the need for improvements in review efficiency, valuation inclusivity, post-merger integration, and rational transactions [1] - A collaborative effort among regulators, listed companies, and investment institutions is deemed necessary to optimize the policy environment, enhance M&A quality, and mitigate market risks for sustainable development [1] Group 2: Suggestions for Improving Review Efficiency and Inclusivity - There is a call for enhanced review efficiency and inclusivity in M&A processes, with suggestions for establishing fast-track review channels for small asset acquisitions by large companies, which typically have strong business synergies and lower risks [2] - Recommendations include optimizing the classification review mechanism to allow for some tolerance of non-critical internal control flaws in target companies, thereby improving review efficiency [2] - The industry advocates for more case guidance from regulators regarding valuation inclusivity, especially for unprofitable "hard tech" assets, to reduce market uncertainty and enhance project expectations [2] Group 3: Valuation and Negotiation Respect - For non-related party M&A transactions, it is suggested that the valuation and negotiation outcomes between buyers and sellers should be respected, provided that the valuation methods are reasonable and information disclosure is adequate [3] - In transactions without performance guarantees, if the listed company adequately discloses risks and the target possesses core competitiveness, market negotiation results should be honored without mandatory performance guarantees [3] Group 4: Long-term Strategic Thinking for Listed Companies - The success of M&A depends not only on passing regulatory reviews but also on the effectiveness of post-merger integration, necessitating a shift from short-term thinking to long-term strategic planning by listed companies [4] - Listed companies are encouraged to focus on "industry empowerment" rather than chasing trends, with a clear strategy for identifying targets and a dedicated integration management office to respect the target company's culture and retain talent [4] - Enhancing the professional capabilities of M&A participants is seen as a way to address issues such as unscientific decision-making and inadequate pricing during M&A processes [4] Group 5: Rational Expectations from Private Equity Funds - Private equity funds are urged to maintain rational expectations regarding valuations and exit mechanisms, playing a critical role in transaction negotiations [6] - It is noted that discrepancies in valuation among shareholders can complicate negotiations, and private equity investors should manage their expectations while valuing the M&A exit mechanism [6] - Institutional investors are encouraged to actively engage in professional judgment rather than simply voting for or against M&A proposals, especially in cases of seemingly high premiums or unclear logic [6]