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媒体视点 | 创新生态 协同发力 江苏并购重组市场“量质齐升”
证监会发布· 2025-06-20 11:17
Core Viewpoint - The article highlights the robust development of the M&A market in Jiangsu, driven by recent policy changes, with significant increases in the number and value of transactions, showcasing a new trend in capital markets supporting high-quality economic development [1][6]. Policy Implementation and Market Activation - Since the release of the "Six M&A Guidelines," Jiangsu Securities Regulatory Bureau has organized meetings covering over 70% of listed companies in the province, engaging more than 600 key stakeholders [3]. - The bureau emphasizes a proactive approach in policy dissemination, collaborating with local governments and state-owned enterprises to ensure precise communication of new regulations [3]. Regulatory Mechanisms and Risk Management - Jiangsu Securities Regulatory Bureau has established a classification supervision mechanism to balance risk prevention and development promotion, particularly focusing on complex transactions and combating fraudulent activities [4]. Market Trends and Opportunities - The M&A market in Jiangsu is experiencing a "dual increase" in both volume and quality, characterized by accelerated industrial mergers, optimization of state-owned asset restructuring, innovative transaction methods, and a smooth capital cycle [6]. - Notable cases include Jiangsu Changjiang Electronics Technology's acquisition of Western Digital's subsidiary, enhancing its technological capabilities, and the merger of Guolian Securities with Minsheng Securities, which strengthens their business structures [6][7]. Collaborative Efforts and Support Systems - Jiangsu Securities Regulatory Bureau, in collaboration with various departments, has created a comprehensive support system for M&A activities, including a one-stop service platform to address information asymmetry in the market [9][10]. - The province has also initiated a financial support platform, aiming to leverage fiscal and financial policies to mobilize over 600 billion yuan annually for M&A activities [10].
四川辖区举办并购重组专题培训 助力上市公司高质量发展
四川省委金融办负责同志表示,省委省政府高度重视并购重组工作,目前正研究出台全省支持并购重组 的有关政策措施,进一步多措并举支持上市公司并购重组。同时,鼓励上市公司用好四川省科技并购贷 款试点政策,积极参与设立AIC基金或产业并购基金,为并购重组提供更有力的资金保障。 为深入贯彻落实并购重组系列新政策新精神,6月19日,四川证监局联合四川省委金融办、四川省国资 委,指导四川上市公司协会成功举办四川上市公司并购重组专题培训会,四川179家上市公司董事长、 总经理等高管,成都、绵阳、德阳等17个市(州)政府部门相关负责同志近400人参加培训。 四川证监局相关负责人介绍了各方协同推动四川辖区并购重组工作情况,取得的成效与不足,进一步用 好并购重组功能的相关建议,结合今年重点工作对辖区公司提出规范市值管理、提升治理水平、守牢风 险底线等监管要求。沪深交易所、相关中介机构业务负责人聚焦并购重组系列新规,分别从政策要点、 市场趋势、关键要素、典型案例和实务操作等方面进行了详细解读。 四川证监局主要负责同志表示,随着"并购六条"系列举措全面落地,为上市公司提供了有利的政策环境 和发展机遇,上市公司将迎来更加广阔的发展前景。辖 ...
辽宁举办上市公司并购重组培训会议
Zheng Quan Ri Bao· 2025-06-20 07:28
参会企业代表纷纷表示,本次培训内容设计精妙,从政策框架到微观实操,层层递进,逻辑清晰;授课 专家不仅具备深厚的理论功底,更拥有丰富的实战经验,将复杂的并购流程、关键的风险点、精巧的交 易结构设计以及重要的财务考量,都讲解得深入浅出、生动透彻;近4个小时的课程听下来感觉干货满 满、意犹未尽,希望尽快将培训所学到的知识和技能应用于实践。 培训会议上,辽宁省地方金融管理局再次公布支持上市公司高质量发展工作邮箱,欢迎上市公司通过邮 箱、科技金融服务驿站等多渠道反馈影响发展的障碍问题。辽宁省地方金融管理局表态将动态更新上市 公司高质量发展工作台账,并加强协调、推动问题"销号"解决。同时,鼓励参会企业积极报名参加7月2 日举办的并购重组专场路演活动和在即将上线的并购重组平台上登记注册供给、需求信息。 (文章来源:证券日报) 本报讯 (记者李勇)为深入贯彻党的二十届三中全会精神,认真学习落实新"国九条""并购六条"、 《上市公司重大资产重组管理办法》等政策要求,支持上市公司和拟上市企业科学运用并购重组做优做 强,6月19日,辽宁省地方金融管理局、辽宁证监局联合举办上市公司并购重组培训会议,邀请中国证 监会上市公司监管司、华 ...
国信证券:购买万和证券96.08%股份获深交所并购重组审核委员会审核通过
news flash· 2025-06-19 14:18
智通财经6月19日电,国信证券(002736.SZ)公告称,公司发行股份购买资产暨关联交易事项获得深圳证 券交易所并购重组审核委员会审核通过。本次交易拟购买深圳市资本运营集团有限公司等持有的万和证 券股份有限公司96.08%股份,构成关联交易,不构成重大资产重组,不构成重组上市。本次交易尚需 取得中国证券监督管理委员会同意注册的批复。 国信证券:购买万和证券96.08%股份获深交所并购重组审核委员会审核通过 ...
康达新材拟收购中科华微不低于51%股权;中信国安拟向中国广电湖南公司增资|公告精选
Mei Ri Jing Ji Xin Wen· 2025-06-19 13:47
Mergers and Acquisitions - Kangda New Materials plans to acquire at least 51% equity in Chengdu Zhongke Huami Electronics Co., Ltd. through cash payment, aiming to gain control over the company, which specializes in high-reliability integrated circuit products [1] - CITIC Guoan intends to increase its investment in China Broadcasting Hunan Company by signing a capital increase agreement, contributing 278 million yuan, which will result in a 5.29% equity stake in the company [2] - Baodi Mining intends to purchase 82% equity in Xinjiang Congling Energy Co., Ltd. and 5% equity from JAAN for a total transaction price of 685 million yuan, while also raising matching funds [3] Shareholding Changes - Qianhong Pharmaceutical's actual controller's concerted actor, Wang Ke, plans to continue increasing his stake by acquiring no less than 12.4 million shares through block trading [4] - China Haifang announced that the shareholding ratio of Guofeng Investment Fund and its concerted actors has decreased from 5.06% to 5% [5] - Dongzhu Ecology's director, Li Jiajun, plans to reduce his holdings by no more than 58,800 shares, which is 0.01% of the total share capital [6] Risk Matters - Hengshuai Co., Ltd. is actively exploring applications in the robotics field but has not yet formed relevant orders, with projected revenue from related products not exceeding 1% of total revenue in 2024 [7] - Tongyuan Petroleum's stock has experienced severe abnormal fluctuations, with a cumulative price increase deviation exceeding 100% over ten trading days, and a rolling P/E ratio of 83.04, significantly different from industry peers [9] - ST Dongshi's stock and convertible bonds will be suspended from trading due to failure to rectify fund occupation issues within the mandated period [10]
上交所发行上市审核问答汇总(最新)
梧桐树下V· 2025-06-19 11:36
Core Viewpoint - The article summarizes key points from the "Shanghai Stock Exchange Listing Review Dynamics" published since the implementation of the comprehensive registration system, focusing on various regulatory requirements and best practices for companies and intermediaries in the context of IPOs and refinancing. Group 1: Waste Management and Sales Verification - Companies must establish robust internal controls for waste management, including processes for classification, storage, and sales of waste materials [3][4][5] - Intermediaries should verify the accuracy of waste sales accounting, ensuring that sales pricing is fair and consistent with market standards [4][5] - The cost accounting for waste should align with industry practices and maintain consistency throughout reporting periods [5] Group 2: Special Issuance of Securities - When issuing securities to specific targets, companies must ensure that the board resolution complies with regulatory requirements, particularly regarding pricing mechanisms and the involvement of predetermined targets in bidding processes [6][7] - Independent financial advisors and legal representatives must conduct thorough checks on the issuance process to ensure compliance [7] Group 3: Independent Financial Advisors in Mergers and Acquisitions - Independent financial advisors should enhance their professional capabilities to facilitate mergers and acquisitions, focusing on understanding the industry and transaction parties [8] - Advisors must conduct comprehensive due diligence and maintain robust internal controls to ensure the quality of the restructuring process [9] Group 4: Post-Audit Changes in Business Environment - Intermediaries must monitor and verify any significant changes in the business environment after the audit cutoff date, including regulatory changes and market conditions [10][11] - Companies are required to disclose these changes in their prospectus, highlighting potential impacts on future performance [11] Group 5: Convertible Bond Issuance - Companies must ensure that the cumulative bond balance does not exceed 50% of the latest net assets after issuing convertible bonds [12][13] - The disclosure and verification requirements for convertible bond projects include ensuring that the issuance scale is reasonable and compliant with regulations [12][13] Group 6: Internal Control Audits for Listing Applicants - Companies must provide an internal control audit report from a certified public accountant when submitting listing applications or updating financial data [14][15] - Auditors should adhere to relevant guidelines to assess the effectiveness of internal controls and address any significant deficiencies [15] Group 7: R&D Personnel Recognition - Non-full-time R&D personnel should be evaluated based on their actual R&D hours to determine their classification as R&D staff [16][17][18] - Companies must establish internal controls for managing and tracking R&D personnel to ensure compliance with industry standards [18] Group 8: Technology Transfer from Industry-Academia Cooperation - Companies must clarify the ownership and rights associated with technology developed through industry-academia cooperation [19][20] - The degree of reliance on such cooperation should be assessed to ensure that companies possess adequate independent R&D capabilities [19][20] Group 9: Regulatory Compliance for Intermediaries - Intermediaries involved in refinancing projects must be scrutinized for any recent regulatory penalties, which could affect their eligibility for simplified procedures [21][22][23] - Continuous monitoring and reporting of any new developments that may impact compliance are essential [24] Group 10: Equity Incentives and Share-Based Payments - Companies must ensure that the terms of equity incentives are clearly defined and approved to establish the grant date for share-based payments [25][26] Group 11: Pre-Communication in M&A Projects - Companies and advisors should prepare comprehensive consultation materials before submitting M&A projects to enhance communication efficiency [28][29] - Strict management of insider information is crucial during the restructuring process to prevent insider trading [29] Group 12: Fund Utilization in Refinancing - Companies must provide detailed disclosures regarding the specific use of funds raised through refinancing, including the breakdown of capital and non-capital expenditures [30][31][32] Group 13: Major Events Affecting Key Personnel - Companies must report any significant events involving key personnel that could impact listing conditions, ensuring timely communication with regulatory bodies [33] Group 14: Application for Audit System Access - Securities service institutions must follow specific procedures to apply for access to the audit system, ensuring compliance with regulatory requirements [34][35] Group 15: Previous Fund Utilization and Overfunding - Companies must include overfunded amounts in the calculation of previous fundraising utilization to ensure compliance with regulatory standards [36][37] Group 16: Small-Scale Fast-Track Review Mechanism - The small-scale fast-track review mechanism for asset acquisitions has specific criteria and procedural differences compared to conventional reviews [38][39] Group 17: Business Consultation Communication - Companies and intermediaries should utilize established communication channels effectively to address complex issues before submission [40][41]
A股并购潮激活新质生产力|这场会议将讨论‌
清华金融评论· 2025-06-19 11:16
在政策加持下,A股并购重组活跃度上升,资本市场主渠道功能凸显,推动产业整合升级,助力 新质生产力发展。 政策驱动下A股并购市场持续升温 并购重组作为上市公司注入优质资产、提升价值的重要工具,在政策优化与产业转型推动下市场 显著升温。2024年证监会发布"并购六条"和"科创板八条",2025年5月修订《上市公司重大资产重 组管理办法》,简化审核程序、创新交易工具、提升监管包容度。在政策支持下,沪深并购案例 同比明显增多,产业协同和新质生产力成为主线,有效引导上市公司通过并购实现产业链整合和 转型升级。 中金公司研究指出,自2024年9月24日到2025年5月23日,A股市场新公告并购重组交易1076例, 同比增长9.6%,其中科创板和创业板并购重组359例,同比增长12.9%。 并购重组与IPO双轮驱动 银华基金管理股份有限公司董事长王珠林在2024腾冲科学家论坛中表示,要充分发挥资本市场服 务实体经济的主渠道作用,特别是并购重组这个重要手段,支持科技创新和产业升级。IPO具有 杠杆效应,能够吸引更多创业资本进入早期市场,因此资本市场始终是扶持科创企业发展的主渠 道。同时,当前阶段需要充分发挥并购重组这一重要手 ...
青海辖区成功举办2025年投资者集体接待日暨2024年度业绩说明会
Core Viewpoint - The event aims to enhance compliance capabilities of directors and executives in listed companies, improve investor relations management, and promote high-quality development of listed companies in the Qinghai region [1][2]. Group 1: Event Overview - The Qinghai Securities Regulatory Bureau, in collaboration with the Shenzhen Panoramic Network Co., held the 2025 Qinghai Investor Reception Day and 2024 Annual Performance Briefing on June 18-19, 2025 [1]. - This event marks the 15th anniversary of the collective reception day in the Qinghai region, which has seen participation from over 21,000 listed companies and over one million questions since its inception in 2008 [1]. Group 2: Investor Interaction - During the event, listed companies in Qinghai engaged in real-time communication with investors nationwide, addressing 516 inquiries, with a response rate of 80.62% [2]. - Participants visited Shaanxi Tongli Heavy Industry Co., observing smart production lines and discussing corporate governance and internal control with company executives [2]. Group 3: Training and Regulatory Insights - The training included lectures from the CSRC and the Shanghai Stock Exchange, focusing on the latest policy requirements and revisions to regulations such as the Major Asset Restructuring Management Measures and Information Disclosure Management Measures [2]. - The training emphasized the importance of compliance and information disclosure during transactions, providing guidance on asset management and improving the quality of listed companies [2]. Group 4: Future Directions - The Qinghai Securities Industry Association plans to create a comprehensive service platform that integrates regulatory policy transmission, corporate governance improvement, and investor relations [3]. - The association will continue to enforce compliance and accountability among directors and executives to support the high-quality development of listed companies in the region [3].
为什么现在业务这么难做?投行大佬们总结出了一些实用建议
梧桐树下V· 2025-06-19 03:52
Core Viewpoint - The article highlights promotional membership offers and educational courses related to investment banking and corporate finance, emphasizing significant discounts and a variety of learning opportunities for professionals in the field [2][4][6]. Membership Offers - Various membership options are available at discounted prices, including: - Annual Card: ¥4099, now ¥2799 - Semi-Annual Card: ¥2599, now ¥1799 - Honor Card: ¥1499, now ¥999 - Monthly Card: ¥699, now ¥599 [1]. Educational Courses - A range of courses is offered for free or at reduced prices, covering essential topics in investment banking and corporate finance, such as: - Mergers and Acquisitions Practicalities - Corporate Compliance Practices - Private Equity Fund Practices - AI Applications in Investment Banking [4][7][8]. - Specific courses include: - Mergers and Acquisitions with 140 case studies (4.9 hours) at ¥199.5 - Corporate Governance Compliance Issues (1.5 hours) at ¥84.5 - Financial Valuation Modeling from beginner to advanced (7.4 hours) at ¥149.5 [7][8]. Promotional Period - The promotional period for membership and courses runs from June 19 to June 26, with special pricing for two-year memberships at ¥3299 [2][8].
“互卷”不如“互爱”,苏企拥抱并购潮
Xin Hua Ri Bao· 2025-06-18 21:32
Group 1 - The ongoing 2025 Lujiazui Forum highlights "mergers and acquisitions" as a key topic, with national financial authorities signaling support for reforms in this area [1] - Since the release of the "Six Guidelines for Mergers and Acquisitions" nine months ago, the activity in Jiangsu's capital market has significantly increased, with 185 new disclosed M&A transactions and a total completion amount exceeding 58 billion yuan, accounting for over 12% of the national total [1] - Jiangsu companies are increasingly integrating quality industrial resources, with M&A becoming a vital strategy for innovation and transformation [1] Group 2 - The current wave of mergers and acquisitions transcends mere scale expansion, focusing on optimizing layouts and enhancing competitiveness through collaboration and integration [2] - The merger between Guolian Securities and Minsheng Securities is a benchmark case in Jiangsu's M&A market, showcasing complementary advantages and potential to rank among the top ten in core business indicators [2] - The "New Suhao Group" exemplifies the use of M&A to deepen state-owned enterprise reform and strengthen state capital through horizontal integration projects [2] Group 3 - Jiangsu has introduced the "Fiscal and Financial Coordination 20 Measures," expected to leverage over 600 billion yuan in financial resources annually, supporting M&A activities [3] - New industrial funds have been established in Suzhou and Wuxi to provide robust backing for M&A and restructuring efforts [3] Group 4 - Among the 104 completed M&A cases in Jiangsu, technology companies are enhancing their industrial chain layouts, while traditional firms seek new growth avenues through acquisitions [4] - Suzhou Naxin Microelectronics reported a revenue of 717 million yuan in Q1, a 97.82% year-on-year increase, attributed to its acquisition of a magnetic sensor company [4] - Huahai Chengke's planned acquisition of the remaining 70% stake in Hengsuo Huawai aims to significantly boost its production capacity in the semiconductor packaging sector [4] Group 5 - Vertical integration is focused on strengthening control over the industrial chain and enhancing technological barriers, as seen in Changdian Technology's acquisition of a subsidiary of Western Digital [5] - Since the introduction of the "Six Guidelines," Jiangsu's integrated circuit companies have completed 15 M&A transactions, achieving technological and market synergies [5] Group 6 - The growing M&A market is supported by a robust market ecosystem and risk prevention framework, emphasizing the need for capable entities, effective markets, proactive government involvement, and strong regulation [6] - Jiangsu's regulatory body has conducted extensive outreach to over 600 company executives to ensure precise policy implementation and enhance operational capabilities [7] Group 7 - Various cities in Jiangsu are competing to promote high-quality M&A development, with initiatives to support regulatory frameworks and financial backing [7] - Wuxi has launched a "one-stop service platform" for M&A, gathering nearly 300 users and addressing information asymmetry in the market [7] Group 8 - Jiangsu's regulatory body maintains a balance between risk prevention and market development, implementing a classification supervision mechanism to address complex transactions and combat fraudulent activities [8]