买方锁定期5年、高自有资金门槛,上市公司控制权转让现新变化
第一财经·2026-01-22 15:37

Core Viewpoint - Recent changes in the transfer of control rights in listed companies indicate a shift towards more structured and regulated transactions, aiming to prevent speculative behaviors and ensure that only capable buyers engage in acquisitions [4][11][12]. Group 1: Changes in Control Rights Transfer - The transfer of control rights in listed companies has seen a significant increase, with new practices emerging, such as shareholders relinquishing voting rights and committing to long lock-up periods [3][7]. - For instance, Huashi Technology (301218.SZ) reported a transfer of 11.32% of its shares while the original shareholders gave up 33.97% of their voting rights, indicating a trend away from voting rights delegation [3][9]. - New shareholders in companies like ST Keli Da (603828.SH) and Tian Chuang Fashion (603608.SH) are committing to a 60-month lock-up period, while original shareholders are agreeing to a 36-month lock-up [3][9]. Group 2: Regulatory and Market Implications - The recent changes are seen as a response to the explosive growth in control rights transactions, which have led to excessive stock price increases and potential market manipulation [4][11]. - Analysts suggest that these commitments will lead to a restructuring of evaluation standards and a more complex design of transaction schemes, promoting a competitive environment where only strong, demand-driven buyers prevail [5][12]. - The introduction of regulations by the China Securities Regulatory Commission (CSRC) prohibiting the delegation of voting rights further emphasizes the move towards stricter control in these transactions [10]. Group 3: Long-term Commitments and Financial Integrity - The new requirements, such as a 60-month non-transfer period and a minimum of 50% self-funding for acquisitions, aim to create a "risk firewall" and prevent the transfer of risks to the listed companies [13][14]. - These measures are intended to protect the integrity of listed companies and ensure that funds are used to enhance core business operations rather than for personal asset support [14]. - The shift signifies a transition from valuing control rights as mere power to recognizing the long-term responsibilities associated with governance and shareholder value creation [14].