平均收益率高达188.61%！破产重整为何如此“暴利”？

Core Viewpoint - The A-share merger and acquisition (M&A) market is experiencing a significant revival, marked by a surge in various types of transactions and innovative deal structures since late 2024, indicating a "spring awakening" in the M&A landscape [1][3]. Group 1: M&A Market Trends - The A-share M&A market has seen a "blooming" phase with a variety of transactions including industry consolidation, cross-border M&A, and hostile takeovers, alongside creative deal designs such as "differentiated pricing" and "negative goodwill" [1][2]. - Despite the vibrant activity, challenges such as valuation issues and integration difficulties persist, with certain types of M&A transactions, like "shell acquisitions" and "rescue-style" deals, acting as obstacles to the market's growth [2]. Group 2: Bankruptcy Reorganization - The number of listed companies applying for bankruptcy reorganization has been on the rise, with 37 companies reported in 2024, up from 27 in 2023, highlighting the increasing reliance on this tool for risk mitigation in the capital market [4][7]. - A joint statement from the Supreme Court and the CSRC in late 2024 aimed to enhance the regulatory framework for bankruptcy reorganizations, indicating a supportive policy environment [4]. Group 3: Challenges in Bankruptcy Reorganization - The reorganization process has shown signs of "deviation" from its intended purpose, with some companies using it as a means to avoid delisting rather than to genuinely resolve financial distress [5][6]. - In 2024, only 12 out of 37 companies that applied for reorganization received approval from the CSRC, resulting in a low acceptance rate of 32.43%, a significant drop from 60% in 2023, indicating increased difficulty in the reorganization process [7]. Group 4: Stakeholder Dynamics - The average premium for creditors converting debt to equity in 2024 was 114.62%, although this was a decrease from 210.23% in 2023, suggesting that creditors are still bearing significant risks in the reorganization process [14]. - Conversely, the average return for restructuring investors reached 188.61% in 2024, reflecting a growing disparity in risk and reward among different stakeholders involved in the reorganization [16]. Group 5: Regulatory Recommendations - The report suggests that stricter enforcement of the equity adjustment system is necessary to prevent the misuse of bankruptcy reorganization and to protect the interests of minority shareholders [23].