(来源：标普信评) 标普信评带你看世界 结构融资：境外资产证券化市场回顾及热点洞察（一） 标普信评 S&P Global China Ratings 2025年12月 标普信评带你看世界 境外资产证券化市场回顾及热点洞察 01 市场概览 发行规模、资产类型 02 市场热点 资产担保债券如何打破主权评级"天花板" 03 市场洞察 复盘持有境内不动产的海外REITs 创新产品、发展趋势 标普信评 S&P Global China Ratings 市场概览 美国资产证券化市场发行概况 ロ 美国资产证券化产品占整体固定收益市场发行规模的比例由2021年巅峰时期的38%降至2024年19%左右，但依然是美国资 本市场重要的组成部分。 图表：美国固收市场历年发行规模和各类产品占比 2024年固收市场整体发行规模 公司债 19% 蛋螺机 构证券 国债 标普信评 S&P Global 资料来源:SIFMA,标青信评签用 ff; AI识图 w China Ratings 权©2025标普信用评级(中国)有限公司。版权所 10.43万亿美元 资产证券化产品占比 市场概览 04 市场展望 美国资产证券化市场发行概况 标普信评 S& ...

Core Insights - The logistics and warehousing sector in China is entering a critical phase of "refined operation and value reconstruction" by 2025, focusing on sustainable development and efficiency rather than mere scale expansion [2] - The market is experiencing "structural differentiation," with varying performance across regions, necessitating a comprehensive evaluation of outstanding enterprises and projects [2] Market Overview: Supply and Demand Balance - The overall vacancy rate for high-standard warehouses increased by 0.5 percentage points to 17.8% in Q2 2025, with average rent slightly declining by 3.6% to 29.7 CNY/m²·month [3] - Some cities are witnessing growth in leasing demand due to traditional e-commerce festivals and cross-border e-commerce expansion, leading to slight rent increases and decreased vacancy rates [3] - Regions with weaker industrial foundations are facing significant downward pressure on rental rates and occupancy [3] Regional Performance - The South China region maintains a low vacancy rate of 10.6% and high rent of 37.7 CNY/m²·month, supported by strong manufacturing and cross-border logistics demand [6] - The Central and Southwest regions show decreasing vacancy rates, with Central China at 11.6% and Southwest at 12.7%, while average rents are 25.4 CNY/m²·month and 21.7 CNY/m²·month, respectively [6] - The North and East China regions face challenges with high vacancy rates of 21.4% and 21.6%, respectively, and declining rents [7] Demand Structure Changes - The logistics market is experiencing a slowdown in demand growth, with rising vacancy rates and a dynamic adjustment phase in supply and demand relationships [8] - By Q3 2025, the non-bonded high-standard warehouse market inventory reached 17.6 million square meters, with the Yangtze River Delta region dominating at 46% [8][10] - The demand structure is shifting, with cross-border e-commerce and traditional platforms maintaining high activity levels, but immediate retail e-commerce showing limited direct demand for high-standard warehouses [10] Future Supply Outlook - An estimated 18 million square meters of new non-bonded high-standard warehouse supply is expected from Q4 2025 to 2026, with significant variations across city clusters [12] - The average effective rent for high-standard warehouses is anticipated to face downward pressure due to new supply, although the decline may narrow as supply-demand relationships adjust [12] Industry Trends - The logistics industry is gradually moving towards high-quality development, with core indices showing a recovery trend despite fluctuations [13][15] - The logistics industry is experiencing a shift from "price wars" to "value wars," supported by various policies aimed at curbing unhealthy competition [17][18] Investment and Financing - The logistics sector is witnessing active investment, with a total of 748 billion CNY raised through 33 financing events from January to October 2025 [37] - The financing structure is evolving from single equity financing to a diversified system including equity, debt, and asset-backed securities (ABS) [38][39] - Significant transactions in the warehousing and logistics asset sector are enhancing resource allocation efficiency and supporting global expansion [41]

Financing Decision Dimensions - M&A financing decisions typically consider seven dimensions, including financing type combinations, maturity, yield basis, currency, innovative clauses, control, and issuance methods [4][6][7][8][9][10]. - The optimal financing combination usually starts with internal financing, followed by debt financing, and finally equity financing, aiming for maximum company value [6]. Financing Channels - M&A financing channels can be classified into internal and external categories. Internal channels include retained earnings and tax liabilities, while external channels encompass bank loans, non-financial institution funds, and foreign capital [10]. - External financing is characterized by speed and flexibility but comes with higher costs and risks [10]. Special Financing Methods - M&A funds pool third-party capital for acquisitions, often involving private equity funds and listed companies, leveraging both financial tools and platform resources [15]. - Leveraged buyouts (LBOs) utilize financial leverage to acquire companies with minimal upfront capital, relying on the target's assets and future cash flows for repayment [16]. - Management buyouts (MBOs) involve company management acquiring shares, aligning ownership and management roles, typically in stable cash flow environments [17]. - Asset securitization transforms illiquid assets into liquid asset-backed securities, enhancing cash flow management [18]. Evaluating M&A Financing Plans - The evaluation of M&A financing plans should consider flexibility, risk, return, control, and timing [19]. - Comparing different financing options, such as debt versus equity, reveals trade-offs in liquidity, risk exposure, earnings per share, control dilution, and market perception [19][20].

新浪财经"酒价内参"重磅上线 知名白酒真实市场价尽在掌握 文｜时代周报 2019年春，茅台镇，资本大佬韩宏伟站在一家酒厂门前，对生产技术负责人曾凡吐露他的雄心：要找一 个能酿出好酒的厂，打造一个传世的百年品牌。 彼时，由他儿子韩啸控制的*ST岩石（600696.SH，下称"上海贵酒"）准备在白酒行业大干一场，一场 横跨金融与实业的宏大叙事就此展开。 2019年3月7日，在茅台镇祥康酒业对面门口，曾凡第一次见到韩宏伟。那一年，酱酒的热浪仍在翻滚， 韩宏伟想要找到能承托上海贵酒的未来产能。 2019年-2023年，五年时间，在韩宏伟父子的操盘下，上海贵酒营收暴增十余倍，一度成为资本市场最 耀眼的酱酒"黑马"，顶层经销商们享受着圈层生意的红利，有团队年销售额近3000万，在品酒、旅游中 就把生意做了。 然而，所有命运的馈赠，早已暗中标好了价格。当房地产寒冬降临，海银财富管理有限公司（下称"海 银财富"）"借新还旧"的资金无法继续轮转，成为推倒韩宏伟资本帝国的多米诺骨牌。 失去了外部输血，上海贵酒内部失序的真相暴露无遗：业绩断崖式下滑、财务造假、经销商返利无法兑 现、员工工资拖欠……这家扬言成为"中国的帝亚吉欧"的酒 ...

至此，这起交易金额高达35.81亿元的"力诺系"内部整合计划，在历经深交所问询、反垄断审查通过等 一系列程序后，最终因"市场环境变化"终止。 力诺系内部的"化药+中药"整合 11月28日晚间，山东科源制药（301281）股份有限公司（以下简称科源制药）发布公告，终止收购山东 宏济堂制药集团股份有限公司（以下简称宏济堂）99.42%股权的重大资产重组事项。 此次重组可以追溯至2024年10月8日，科源制药因筹划重大事项停牌，并透露了拟购资产为宏济堂。同 年10月22日，科源制药发布公告，计划通过发行股份及支付现金的方式，购买力诺投资控股集团有限公 司、力诺集团股份有限公司等39名交易对方合计持有的宏济堂99.42%股权，并募集配套资金，该交易 构成重大资产重组及关联交易，收购金额最高将达35.81亿元。 今年6月27日，深交所正式受理此次交易，科源制药也于7月10日收到深交所审核问询函。 公开信息显示，科源制药与宏济堂同属力诺集团旗下核心医药资产，此次收购本是内部整合。 宏济堂是我国中华老字号、国家级非物质文化遗产、中成药工业百强品牌，具有较强的品牌优势及销售 渠道资源。科源制药彼时曾乐观预测，交易完成后，自身 ...

Core Viewpoint - The measures issued by the Tibet Autonomous Region aim to enhance the vitality of business entities and promote high-quality investment development through various financial and policy initiatives [1] Group 1: Financial Services and Support - The initiative includes deepening supply chain financial services and exploring a "whole chain credit" mechanism for key industries of private enterprises [1] - It emphasizes the utilization of special preferential policies such as the "green channel" and the implementation of the "Galsang Flower Action" to support companies in going public [1] - There is a focus on increasing direct financing support, enabling qualified enterprises and projects to broaden financing channels through bond issuance, REITs, and asset securitization [1] Group 2: Collaboration and Investment - The plan promotes the "Insurance Capital Investment in Tibet" initiative, exploring partnerships with central enterprises, state-owned enterprises, and large private enterprises to guide long-term capital investment in key industries and projects in the region [1]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has announced the pilot program for Real Estate Investment Trusts (REITs) in the commercial real estate sector, marking a significant shift in the real estate industry towards a new development model [1] Group 1: Regulatory Framework and Implementation - The regulatory body is expediting the preparation for commercial real estate REITs, with plans to issue a series of institutional rules and submit application materials to the CSRC and stock exchanges soon [1] - A comprehensive system of rules and supporting policies will be established to enhance policy inclusiveness and adaptability, thereby improving market efficiency [1] - The issuance and expansion mechanisms for REITs will be optimized to support mergers and acquisitions, enhancing the "asset listing" platform and increasing market participation [1] Group 2: Market Dynamics and Investor Engagement - The issuance review process will focus on transparent and stable conditions, with an emphasis on factors affecting long-term asset operation and investment value [2] - Institutional investors account for 95% of the REITs investment structure, promoting a long-term investment approach and value investment focus due to mandatory dividend policies and tax incentives [2] - Enhanced information disclosure requirements will be implemented to ensure transparency regarding the underlying asset's operational status and financial indicators [2] Group 3: Sectoral Development and Strategic Alignment - The introduction of commercial real estate REITs is based on the distinct characteristics of commercial real estate compared to infrastructure, necessitating tailored regulatory frameworks [4] - The REITs market in China is still in its early stages, with significant growth potential compared to mature markets like the U.S., where the REITs market exceeds one trillion USD [4] - The parallel development of commercial and infrastructure REITs aims to meet diverse market demands while leveraging institutional advantages [5] Group 4: Economic Context and Future Outlook - The launch of commercial real estate REITs coincides with a critical turning point in China's commercial real estate sector, aligning with global practices for asset securitization [6] - Future developments will focus on market-oriented and rule-of-law approaches, ensuring policy stability and clarity in rights and obligations [6] - The initiation of commercial real estate REITs is expected to create a multi-faceted effect, enhancing asset management capabilities and transforming companies from developers to asset managers [7]

Core Viewpoint - The launch of commercial real estate REITs in China marks a significant development in the REITs market, aimed at injecting liquidity into the trillion-level stock assets and aligning with macroeconomic conditions and market demands [2][4]. Group 1: Introduction of Commercial Real Estate REITs - The China Securities Regulatory Commission (CSRC) has issued a draft announcement to officially start the pilot program for commercial real estate REITs, defining product specifications and operational management requirements [2]. - The introduction of commercial real estate REITs is expected to revitalize a large volume of existing commercial real estate assets, enhancing liquidity and capital allocation efficiency [4][5]. Group 2: Market Context and Timing - The current economic environment and market needs make the launch of commercial real estate REITs timely, as it aligns with the demand for wealth management among residents and the need for a new model in real estate development [4]. - The commercial real estate sector in China has a vast stock of assets, many of which can be revitalized through REITs, thus stimulating consumption and investment [4][5]. Group 3: Benefits of Commercial Real Estate REITs - The issuance of commercial real estate REITs will primarily be used to repay interest-bearing debts and reinvest within the main business scope, improving the asset-liability structure of real estate companies [5]. - Public REITs provide high liquidity and transparency, which can stabilize market expectations and alleviate price declines due to liquidity shortages and information asymmetry [5][9]. Group 4: Regulatory Framework and Structure - The regulatory framework for commercial real estate REITs is designed to clarify responsibilities and rights among stakeholders, ensuring a balance between innovation and stability [9]. - The CSRC plans to implement a parallel development strategy for commercial real estate REITs and infrastructure REITs, catering to diverse market needs and enhancing the overall capital market structure [10][11]. Group 5: Future Developments - The CSRC and stock exchanges are expediting the preparation of rules and regulations for commercial real estate REITs, with expectations for rapid implementation and material submissions [11][12]. - Future reforms will focus on enhancing the policy framework and market efficiency, promoting a healthy investment and financing ecosystem [12].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has launched a pilot program for Commercial Real Estate Investment Trusts (REITs), marking a new development stage for the REITs market in China, which is expected to inject liquidity into trillions of yuan of existing assets [1][3][12]. Group 1: Introduction of Commercial Real Estate REITs - The announcement defines Commercial Real Estate REITs as closed-end public funds that generate stable cash flow and distribute profits through holding commercial properties like office buildings and shopping complexes [3]. - The introduction of Commercial Real Estate REITs aligns with the current macroeconomic situation and market demands, facilitating wealth management for residents and stabilizing the real estate market [3][12]. Group 2: Market Impact and Benefits - The large scale of existing commercial real estate in China presents opportunities for asset securitization through REITs, significantly enhancing asset liquidity and capital allocation efficiency [3][4]. - REITs can help revitalize existing commercial properties, stimulate consumption and investment, and support a new model for real estate development [3][4]. Group 3: Financial Structure and Transformation - Funds raised from issuing Commercial Real Estate REITs are primarily used to repay debts and reinvest within the main business scope, improving the asset-liability structure of real estate companies [4]. - The REITs market, based on high-quality assets and strict information disclosure, provides a fair market pricing mechanism, alleviating issues related to liquidity and information asymmetry [4][9]. Group 4: Regulatory Framework and Future Development - The regulatory framework for Commercial Real Estate REITs is built on existing securities laws and includes clear issuance and listing conditions, focusing on the long-term stable operation of assets [8][9]. - The CSRC plans to develop both Commercial Real Estate REITs and Infrastructure REITs in parallel, catering to diverse market needs and enhancing the overall capital market structure [10][12]. Group 5: Future Outlook - The CSRC and stock exchanges are expediting preparations for the Commercial Real Estate REITs, with expectations for quick submissions of application materials [13]. - Future reforms will focus on enhancing the policy framework and market efficiency, promoting a virtuous cycle of investment and financing [13].

Group 1: Capital Operations of State-Owned Enterprises - The "New Three-Year Action" plan is nearing completion, focusing on capital operations to optimize layouts and enhance the quality of listed companies[1] - State Power Investment Corporation is advancing its capital operations through asset restructuring and professional integration across its subsidiaries[8] - Recent cases of spin-off listings have increased, with China CNR Corporation planning to spin off its subsidiary for listing on the ChiNext board[18] Group 2: Market Performance and Valuation - As of November 28, 2025, the total market value of A-share listed central enterprises is 35.8 trillion yuan, accounting for 30.2% of the total A-share market[28] - The average PE (TTM) for state-owned central enterprises is 44.3 times, which is relatively high compared to the overall A-share market[40] - The valuation structure shows significant differentiation, with small-cap and ESG indices exhibiting a lower historical percentile, indicating better cost-effectiveness for investment[40] Group 3: Policy and Financial Support - Guangdong Province has introduced a financial support plan to explore market-oriented integration and capital operation mechanisms[23] - The plan includes integrating capital operations into the performance evaluation of state-owned enterprises, aiming to enhance internal motivation for strategic mergers and acquisitions[24] - The initiative encourages the use of diverse financial tools, such as targeted placements and cross-border funds, to support local enterprises in strengthening their main businesses[24]