从15个案例看上市公司控制权收购的15种方式

Core Viewpoint - The A-share merger and acquisition market is experiencing heightened activity in 2025, with over 20 listed companies disclosing control change plans since the beginning of the year, particularly in sectors like renewable energy and semiconductors [1] Group 1: Main Acquisition Methods - Agreement Transfer: This method involves parties signing an agreement for the acquirer to directly purchase a certain number of shares from the seller without transfer restrictions [2] - Use Cases: Applicable when the target shares are not subject to transfer restrictions, such as lock-up shares or judicial freezes [2] - Case Example: In November 2024, Suzhou Bubugao acquired 18.09% of Daqian Ecology's shares at 15 yuan per share for a total of 368 million yuan, successfully obtaining control without triggering a mandatory bid [2][3] Group 2: Agreement Transfer + Voting Rights Delegation or Waiver - Definition: This involves the major shareholder of a listed company delegating or waiving voting rights to the acquirer, enhancing the acquirer's control over the company [3] - Use Cases: This strategy is used to ensure the acquirer becomes the largest shareholder in terms of voting rights, allowing for control over significant decisions at shareholder and board meetings [3] - Case Examples: - Shenghang Co.'s controlling shareholder transferred 6.73% of shares to Wanda Group and delegated 26.91% of voting rights, achieving control [3] - Zhaojin Ruining acquired 20% of ST Zhongrun's shares, with the original shareholders waiving 10.08% of voting rights, resulting in a total control of 30.08% voting rights [3] Group 3: Directed Issuance - Definition: Directed issuance refers to a public company issuing shares privately to specific investors, allowing the acquirer to dilute existing shareholders' stakes at a relatively low cost [4] - Use Cases: Suitable for companies with dispersed ownership, where the acquirer can lock in costs through "locked price issuance" [4] - Regulatory Changes: The 2020 refinancing new regulations increased the issuance limit from 20% to 30% of the total share capital before issuance, enabling acquirers to achieve approximately 23.08% ownership through directed issuance [4] - Case Examples: - Xunzheng Investment subscribed to 32.12 million shares in Zhuhai Zhongfu, becoming the controlling shareholder with a 23.05% stake [5] - Nanhua Group participated in Boschke's directed issuance, controlling 22.95% of voting rights and nominating more than half of the board, demonstrating the dual effect of capital injection and control [5] Group 4: Additional Acquisition Methods - Various other methods for acquiring control are worth exploring, such as low-cost acquisitions through judicial auctions and turnaround strategies via bankruptcy restructuring [6]