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 both parties signing an agreement for the acquirer to directly purchase a certain number of shares from the seller. It is applicable when the shares do not have transfer restrictions [2] - Agreement Transfer + Voting Rights Delegation or Waiver: This strategy allows major shareholders to delegate or waive their voting rights to the acquirer, enhancing the acquirer's control over the company. This arrangement is often set as "irrevocable" to ensure stability [2] - Directed Issuance: This involves a listed company issuing shares to specific investors privately, allowing the acquirer to dilute existing shareholders' stakes and gain control at a relatively low cost. The new regulations have increased the issuance limit from 20% to 30% of the total share capital before issuance [5][6] Group 2: Case Studies - Suzhou Bubugao: Acquired 18.09% of Daqian Ecology's shares at 15 yuan per share for a total of 368 million yuan without triggering a mandatory offer [2] - Xunzheng Investment: Subscribed to 32.12 million shares (23.05% stake) of Zhuhai Zhongfu through a directed issuance, becoming the controlling shareholder [5] - Zhaojin Ruining: Acquired 20% of ST Zhongrun's shares from the original shareholders, who waived 10.08% of their voting rights, allowing Zhaojin to control 30.08% of the voting rights [7]