一揽子化债以来，城投公司并购，上市公司事件特征观察

Report Industry Investment Rating There is no information about the report industry investment rating in the provided content. Core Viewpoints of the Report - Since the implementation of the "Comprehensive Debt Resolution Package," against the backdrop of clearing hidden debts, exiting financing platforms, and restricted financing, "Urban Investment Company (UIC) transformation" has become a hot topic again. In 2024, the number of UICs' mergers and acquisitions (M&As) of listed companies increased. However, affected by tightened financing channels and increased financial pressure, the single - transaction amount and premium space for UICs' M&As of listed companies' equity have further shrunk since July 2023. Meanwhile, the total assets and profitability of the acquired listed companies have shown a downward trend. The enthusiasm of district - and - county - level UICs for M&As has declined significantly [2]. - From July 1, 2023, to July 31, 2025, there were 28 M&A events of listed companies by UICs. The acquirer UICs were mainly distributed in regions such as Guangdong, Hubei, and Shandong, with provincial and prefecture - level UICs as the main players. District - and - county - level UICs, although with a small proportion, were also mainly located in economically developed regions like Guangdong and Shandong. Most of the acquired listed companies were small - market - capitalization, low - asset, and poorly - performing enterprises. Half of the UICs' M&As of listed companies were indirect and cross - regional, nearly half of the single - transaction amounts were less than 500 million yuan, over 60% were acquisitions at a discount, and nearly 60% of the UICs' shareholding ratios in the acquired listed companies were less than 20% [2]. - UICs' M&As of listed companies present both opportunities and challenges. UICs can achieve resource integration, diversify business layouts, enhance profitability, and preserve and increase the value of state - owned assets through M&As. For the government, M&As can introduce new industries, promote local industrial chains, and attract more enterprises, bringing GDP, tax revenue, and employment benefits. However, M&As also face risks such as high acquisition prices, goodwill impairment, poor performance of listed companies, and integration risks. Therefore, UICs should focus on business synergy, conduct strategic planning and due diligence, improve transaction structure settings, and effectively integrate the acquired listed companies after the M&A [2]. Summary According to the Directory 1. Main Concerns - UICs mainly engage in government - related businesses, with few market - oriented operations, and have problems such as poor asset quality and insufficient self - generating capabilities. Against the backdrop of the "Comprehensive Debt Resolution Package," M&A of listed companies is one of the effective ways for UICs to carry out market - oriented operations [3]. 2. Observation of the Characteristics of UICs' M&As of Listed Companies - Trend of M&A Events: In 2019, the number of UICs' M&As of listed companies began to increase, reaching 21 transactions. After that, it decreased but remained relatively stable. In 2024, the number of completed M&As slightly increased to 15. From July 1, 2023, to July 31, 2025, there were 16 ongoing M&A events, but the completion rate of M&A events initiated by UICs in 2025 was low, and the M&A progress slowed down [5]. - Regional Distribution of Acquirer UICs: Compared with the historical sample, the number of M&A events by Hubei's UICs increased significantly during the observation period. UICs from economically developed regions such as Guangdong, Shandong, and Zhejiang were still the main players. In terms of the number of M&A events, Hubei and Guangdong ranked first and second, with 6 and 5 events respectively, accounting for 21.43% and 17.86% of all M&A events. In terms of transaction amount, Guangdong, Hubei, and Zhejiang ranked in the top three, with Guangdong's transaction amount reaching 7.363 billion yuan, accounting for 23.00% of the total [6][7]. - Administrative Hierarchy of Acquirer UICs: Due to the implementation of the "Comprehensive Debt Resolution Package," the enthusiasm of district - and - county - level UICs for M&As decreased significantly, while the proportion of provincial - level UICs' M&As increased. During the observation period, there were 10 provincial - level M&A events, accounting for 35.71% of the total, with a corresponding transaction amount of 15.921 billion yuan, accounting for about half of the total. There were 13 prefecture - level M&A events, accounting for nearly half of the total, with a transaction amount of 11.739 billion yuan, accounting for 36.66% of the total. There were only 5 district - and - county - level M&A events, accounting for 17.86% of the total, with a transaction amount of 4.358 billion yuan, accounting for 13.61% of the total. Compared with the historical sample, the proportion of provincial - level UICs' M&A events increased by 15.42 percentage points, and that of district - and - county - level UICs decreased by 11.13 percentage points [9]. - Credit Rating of Acquirer UICs: Since 2019, the credit ratings of acquirer UICs have been concentrated at AA+ and above. Among the observation - period samples, 26 UICs had public credit ratings, all of which were AA+ and above, and AAA - rated UICs led in terms of transaction volume and transaction amount [10]. - Characteristics of Acquired Listed Companies: The acquired listed companies were mainly distributed in economically developed regions such as Jiangsu and Guangdong. They were mostly small - market - capitalization, low - asset, and poorly - performing enterprises. Nearly half of their market capitalizations were below 5 billion yuan, more than half of their asset sizes were below 3 billion yuan, and more than 40% were in a loss - making state. Compared with the historical sample, the total assets and profitability of the acquired listed companies showed a downward trend during the observation period [13]. - Transaction Characteristics: Half of the UICs' M&As of listed companies were indirect and cross - regional. Nearly half of the single - transaction amounts were less than 500 million yuan, and over 60% were acquisitions at a discount. Nearly 60% of the UICs' shareholding ratios in the acquired listed companies were less than 20%, and they mainly obtained actual control through methods such as waiver of voting rights, voting rights delegation, and joint concerted action. Compared with the historical sample, since the implementation of the "Comprehensive Debt Resolution Package," UICs' M&As of listed companies' equity have become more inclined to indirect acquisitions, and the single - transaction amount and premium space have further shrunk [19]. 3. Case Studies and Insights - Case 1: Tangshan Industrial Holding Group Co., Ltd. (formerly Tangshan Financial Holding Industry Development Group Co., Ltd.)'s M&A of Fengfan Co., Ltd.: After the M&A, Tangshan Industrial Holding Group's business structure was optimized and diversified. Fengfan Co., Ltd.'s business helped Tangshan Industrial Holding Group improve its layout in the new energy sector. The M&A also promoted the growth of Tangshan Industrial Holding Group's operating income, but its profitability needs to be enhanced. However, there were also risks such as potential instability of control rights and high - premium M&A, and the fulfillment of performance commitments needs continuous attention [27][29][32]. - Case 2: Maoming Port Group Co., Ltd.'s M&A of Maohua Shihua Co., Ltd.: The M&A had high business synergy in petrochemical storage and port logistics. After the M&A, Maohua Shihua achieved phased improvement, but its non - profitable operation still needs attention. UICs' M&As for the purpose of rescuing listed companies may face the risk of increased financial pressure if the improvement effect is limited [33][34]. 4. Extended Thinking - UICs should focus on business synergy when M&A listed companies, conduct in - depth due diligence to avoid valuation risks, improve transaction structure settings to ensure the stability of control rights, and effectively integrate the acquired listed companies after the M&A to avoid integration and management risks [38][39][40].