透视A股并购新局 市场化交易占比提升，并购“卖方”变“买方”

Core Insights - The A-share merger and acquisition (M&A) market has seen significant activity driven by policy changes, particularly following the introduction of the "Six M&A Guidelines" on September 24, 2024, leading to a total of 5,868 disclosed M&A events by November 24, 2025, with 2,745 transactions involving equity purchases by listed companies and their subsidiaries [1][2] - The total transaction value of these M&A activities reached 7.49 trillion yuan, indicating a substantial increase in both scale and number compared to previous years [1] - A notable trend is the shift from being frequent targets of acquisitions to becoming buyers in the M&A market, particularly among star enterprises from the primary market [1][6] Market Trends - The proportion of market-driven transactions has significantly increased, with non-related party transactions accounting for over 70% of the 2,745 equity transactions since the "Six M&A Guidelines" were released [2] - In major restructuring transactions, while related party transactions still dominate in terms of value, the share of non-related party transactions has risen markedly compared to the previous year [2] Transaction Challenges - Market-driven transactions generally face higher difficulties, with a termination rate of nearly 60% for non-related party major restructuring transactions last year, compared to a termination rate of about 30% for related transactions [3] - This year, 24% of disclosed non-related party major restructuring transactions have been terminated, indicating ongoing challenges in successfully completing these deals [3] Notable Cases - Specific cases illustrate the challenges faced in market-driven M&A, such as the failed acquisition of Huimang Micro by Yingjixin, which was terminated less than two weeks after the announcement due to disagreements on core terms [4][5] - The trend of primary market star enterprises transitioning to buyers is exemplified by Zhiyuan Robotics' acquisition of Shangwei New Materials, marking a significant shift in strategy [6][7] Valuation Discrepancies - There exists a significant valuation gap between assets in the M&A market and those in the IPO market, complicating negotiations and increasing the difficulty of transactions [8] - Acquiring small-cap listed companies allows primary market enterprises to leverage capital market platforms for smoother financing and capital operations, enhancing the quality of existing listed companies [9]