Core Insights - The "14th Five-Year Plan" period has seen a surge in Chinese companies going global, transitioning from "manufacturing exports" to "intelligent manufacturing exports" and from "single operations" to "industry chain collaboration" [1][2] - A total of 3,667 A-share listed companies disclosed overseas business income in 2024, accounting for 68% of A-share companies, with total overseas income reaching 9.52 trillion yuan, a 56.58% increase from 2020 [2] - Manufacturing companies have shown remarkable performance, with overseas income reaching 6.39 trillion yuan in 2024, a 75.42% increase from 2020 [2] Industry Performance - The new growth drivers in foreign trade include new energy vehicles, lithium batteries, and photovoltaics, with companies like Great Wall Motors and Changan Automobile seeing over 600% growth in overseas income compared to 2020 [3] - CATL's overseas income reached 110.34 billion yuan in 2024, growing over 14 times since 2020, with significant investments in Indonesia [3] - The engineering machinery sector has seen overseas income share rise from 11.38% in 2020 to 47.48% in 2024, with major companies like SANY Heavy Industry and Zoomlion contributing over half of their revenue from overseas [3] Strategic Trends - The trend of "industrial chain going overseas" and "ecosystem going overseas" has become prominent, with leading companies enhancing efficiency by leveraging their chain advantages [4] - ASEAN has become China's largest export market, with significant investments in production capacity in Southeast Asia, such as Changan Automobile's new energy vehicle base in Thailand [4] - Latin America is emerging as a new growth area, with companies like BYD and Linglong Tire making substantial investments in Brazil [5] Cross-Border M&A Activity - Cross-border mergers and acquisitions (M&A) have seen a resurgence, with 216 disclosed cases in 2024, a 32.52% increase year-on-year, marking a five-year high [6] - M&A activities are categorized into three types: acquiring overseas brands, core technology acquisition, and channel acquisition, with significant examples in advanced manufacturing and biomedicine [6] Capital Market Developments - In 2025, leading companies in hard technology are accelerating their overseas strategies, with over 50 A-share companies announcing plans to list in Hong Kong [7] - Notable companies like CATL and Hengrui Medicine have successfully listed in Hong Kong, with CATL raising 35.3 billion HKD, the largest IPO globally for the year [7] Future Outlook - Industry experts express optimism about the future of Chinese companies going global, highlighting opportunities in green exports, capacity expansion, and infrastructure projects [10] - The focus on protecting national security and intellectual property while targeting high-end markets is emphasized for companies in high-tech sectors [10]

Group 1 - The article discusses the increasing internationalization capabilities of Chinese enterprises and the growing demand for overseas investments, highlighting the trend of cross-border mergers and acquisitions (M&A) as an effective market expansion strategy [1] - It emphasizes the complexity of cross-border M&A transactions, which involve not only financial operations but also intricate approval processes and legal regulations [1] Group 2 - The latest dynamics of the A-share cross-border M&A restructuring market are outlined, indicating a shift in trends and practices [2] - The article details the securities regulatory system for M&A restructuring and the various cross-border transaction methods available to companies [6][24] Group 3 - Cash transactions are categorized into non-significant asset restructuring and significant asset restructuring, with specific processes outlined for each type [10][12] - The compliance and regulatory review processes for both domestic and foreign investments are discussed, including the necessary approvals from government departments [14][16] Group 4 - The article highlights the importance of antitrust reviews in cross-border M&A, detailing the standards set by different countries for such reviews [18][19] - It notes that major economies are increasingly focusing on high-end manufacturing and sensitive sectors during national security reviews of foreign investments [19] Group 5 - The course titled "Key Legal Considerations for Listed Companies in Cross-Border M&A" is introduced, which aims to provide a comprehensive breakdown of practical points related to market dynamics, transaction models, compliance reviews, and legal risk management [22][25]

Group 1 - A-share companies are increasingly engaging in cross-border mergers and acquisitions (M&A) driven by policy support, industrial upgrades, and globalization strategies, with 78 companies disclosing 85 cross-border M&A projects as of June 18 this year [1][2] - The main characteristics of these cross-border M&A activities include a focus on technology acquisition, global resource and market layout, and innovative financing tools to reduce costs [1][2] - Private enterprises are the main force in cross-border M&A, initiating 64 deals, which accounts for 75% of the total [2] Group 2 - The revised "Major Asset Restructuring Management Measures" released in May aims to address challenges in M&A projects, further deepening the reform of the M&A market for listed companies [2] - Industries such as electronics, automotive, and non-ferrous metals have each disclosed 10 cross-border M&A projects, ranking first among all sectors [2] - Companies like Zhizheng Co. and Kebo Da are actively pursuing acquisitions to enhance their technological capabilities and market presence, with Zhizheng planning to acquire a leading semiconductor packaging materials supplier [2][3] Group 3 - The core drivers of A-share companies' cross-border M&A include improving global supply chains, acquiring scarce technologies, and quickly entering new markets [4] - Companies are leveraging cross-border M&A to optimize their global strategies, as seen in the acquisitions by companies like Jiahua Intelligent and Lijuz Group, which aim to enhance innovation and market reach [4][5] - Cross-border M&A is viewed as a strategic path for companies to capture high-end positions in the global industrial value chain [5] Group 4 - Despite the active cross-border M&A landscape, companies face challenges such as cultural differences, management style conflicts, and legal and regulatory discrepancies during integration [6] - The role of intermediary institutions is crucial in assessing the quality of target companies and ensuring compliance with internal and external regulations [6]

Group 1 - Jiahe Intelligent announced a plan to acquire German audio brand Beyerdynamic for €12.2 million (approximately 1.0 billion RMB), with the final transaction amount to be determined based on financial data at the closing date [1] - Beyerdynamic, established in 1924, is a leading brand in the professional headphone market, known for its high-end audio products and strong brand recognition globally [1] - In 2024, Beyerdynamic reported revenues of €84.45 million, a year-on-year increase of 16.57%, and a net profit of €8.54 million, marking a return to profitability [1] Group 2 - Jiahe Intelligent's revenue for 2024 was 2.467 billion RMB, with total assets of 4.375 billion RMB, and headphones accounted for 77.25% of its revenue [2] - The acquisition is expected to enhance Jiahe Intelligent's brand revenue scale, operational capabilities, and facilitate expansion into the European and American markets [2] - The integration of technical resources from both companies aims to complement their strengths in consumer and professional audio products, accelerating technological upgrades and product innovation [2] Group 3 - Concerns have been raised regarding the high acquisition price of 999 million RMB, which is 14 times Beyerdynamic's 2024 net profit, indicating a high valuation risk [3] - Jiahe Intelligent's focus on OEM/ODM and lack of direct consumer market experience may pose challenges in expanding Beyerdynamic's presence in the mass market, potentially requiring significant additional investment [3] - The success of this rare cross-border acquisition in the A-share consumer electronics ODM sector remains to be seen [3]

"知己知彼，百战不殆。"这句古训，时至今日依然是商战中的黄金准则。尤其是在全球地缘政治如同气压不稳的风暴前夜之时，懂局势、识时势、借趋势， 已成为企业并购重组的"护身符"。 2025年，资本市场的气温比天气还复杂。一边是中美科技链条的深度脱钩、地缘限制的层层加码，另一边是上市公司对全球资源配置、跨境资产布局的渴望 不断升温。在这场高压之下，地缘政治已不仅是新闻热词，更是横亘在并购重组前的"无形天堑"。 美国更好并购集团 上市公司想"走出去"，怕被卡脖子；想"引进来"，又担心数据安全、国家安全红线。一场原本属于商业领域的资本并购，如今却仿佛走进了国际棋局，稍有 不慎，便可能从资本操作滑向舆论漩涡。 在这样的背景下，"地缘焦虑"成为了董事会最不愿提、却又必须面对的隐忧。而美国更好并购集团（Goheal）正是这一轮企业焦虑潮中，被频频点名的"减 压器"和"解码人"。 过去的并购，是财报对表，是利润比拼；如今的并购，是合规对抗，是博弈谈判，是要在国别政策、监管雷区、技术壁垒之间优雅跳舞。没有一套适配新时 代的策略思维，资本运作很容易变成一场"地缘政治风暴中的裸泳"。 让我们从一个案例说起—— 一家主营AI芯片的A股公 ...

Core Viewpoint - Acquiring controlling stakes in Hong Kong's capital market involves navigating complex regulatory hurdles beyond just offering the highest bid, requiring a deep understanding of compliance and operational strategies [1][10][11] Group 1: Regulatory Hurdles - The first hurdle is the "red line" regulatory trap, where holding over 30% of shares mandates a mandatory general offer to all remaining shareholders, which can significantly increase costs for acquirers [2][6] - The second hurdle involves "penetrative scrutiny" of funding sources, with stringent requirements for financial transparency and compliance, often exceeding those in A-share markets [6][9] - The third hurdle is maintaining a minimum of 25% public shareholding, as falling below this threshold can lead to trading suspension and market skepticism regarding privatization intentions [7][9] Group 2: Operational Challenges - The fourth hurdle pertains to operational liabilities post-acquisition, where acquirers may face hidden debts or regulatory challenges related to licenses, which can inflate costs significantly after the deal is closed [8][9] - The fifth hurdle involves navigating cross-border regulatory policies, particularly concerning financing and compliance with new foreign exchange regulations, which can limit strategic options for acquirers [9][10] Group 3: Strategic Execution - Successful acquisitions require a well-structured operational network that balances regulatory compliance, shareholder dynamics, market expectations, and funding arrangements [10][11] - The average timeline for a typical Hong Kong controlling stake acquisition spans 8-12 months, with at least 40% of this time dedicated to regulatory inquiries and market communications [13]

Group 1 - The core viewpoint of the article emphasizes that mergers and acquisitions (M&A) are reshaping industry landscapes rapidly, driven by policy support and technological advancements [1][3][4] - The new "National Nine Articles" policy encourages listed companies to enhance resource allocation efficiency through M&A, particularly in strategic emerging industries like semiconductors and artificial intelligence, with M&A transaction amounts in these sectors increasing by over 50% compared to historical averages [4][5] - State-owned capital is actively participating in this M&A wave, leading to a significant increase in industry concentration, with the CR5 (market share of the top five companies) in sectors like military and energy rising from 50% to over 70% within a year [4][5] Group 2 - Technology plays a crucial role in the ongoing industry transformation, with 85% of M&A cases in the AI sector focusing on enhancing foundational modules such as algorithms and computing power [5][6] - The article highlights a trend where traditional manufacturing companies are diversifying into high-value sectors like semiconductors and renewable energy, accounting for nearly 27% of transactions in 2024 [5][6] - The "Matthew Effect" is becoming more pronounced, where top companies are increasingly dominating the market, as evidenced by the top 10 companies in the computer industry acquiring 82% of new patents in 2024 [6][7] Group 3 - Cross-border M&A is gaining momentum, with Chinese listed companies increasing overseas acquisition amounts by 68% year-on-year, particularly in high-tech sectors [7][8] - However, cross-border M&A carries high risks due to geopolitical uncertainties, necessitating robust compliance systems and strategic endurance [7][8] - The article concludes that M&A is not merely about scale but involves a comprehensive reconfiguration of resource flow, competition, and growth logic, with potential downsides such as reduced innovation and the risk of oligopoly [8][10]

Core Insights - The article discusses the complexities and challenges of cross-border mergers and acquisitions (M&A) in the Hong Kong capital market, emphasizing the need for preparedness to navigate these challenges [1][4]. Legal and Regulatory Framework Conflicts - In Hong Kong, acquiring control of listed companies requires compliance with both the "Code on Takeovers and Mergers" and specific regulatory requirements from mainland China, such as the State-owned Assets Supervision and Administration Commission's Order No. 36, which can create conflicting compliance challenges [5]. - The dual compliance requirements often place acquirers in a dilemma, particularly in shell transactions involving complex asset structures that may trigger scrutiny under mainland regulations [5]. - Antitrust reviews present another significant challenge, as cross-border acquisitions often require multiple reviews across jurisdictions, complicating the approval process [5]. Cross-Border Capital Flow Challenges - Foreign exchange controls in mainland China pose a major challenge, requiring detailed disclosures that conflict with Hong Kong's confidentiality regulations [6]. - The execution rate of earn-out agreements in cross-border M&A is often below 40% due to foreign exchange limits, leading to risky practices that compromise transaction legality and transparency [6]. - Valuation discrepancies between A-share and Hong Kong markets can range from 30% to 50%, increasing the risk of goodwill impairment during audits for state-owned acquisitions [6]. Governance Power Dynamics - Cross-border M&A involves a struggle for governance and control, with foreign shareholders often leveraging anti-takeover measures to secure board positions, while mainland acquirers seek to influence governance structures [7]. - Conflicts arise between Hong Kong's "super voting shares" and mainland's "one share, one vote" principle, complicating shareholder structure designs [7]. - ESG factors are increasingly important to international investors, but differing focuses on long-term versus short-term performance between Hong Kong and mainland acquirers can create governance gaps post-acquisition [7]. Cultural Differences - Cultural differences, such as the decision-making pace between mainland and Hong Kong entities, can lead to significant delays in transaction processes, with a 57% delay rate in signing key documents [8]. - Misaligned risk perceptions contribute to M&A failures, with Hong Kong investors prioritizing long-term brand value while mainland capital often seeks short-term returns, leading to management challenges post-acquisition [8]. - A staggering 87% of cross-border M&A experiences significant turnover in core teams within three years, posing a major management challenge for acquirers [8]. Solutions to International Challenges - The article suggests a three-pronged solution involving a "pre-communication mechanism for domestic approvals, a Hong Kong SPV firewall, and multi-currency payment channels" to effectively address the challenges of cross-border M&A [10]. - The Goheal Group, with its extensive experience in cross-border M&A, offers tailored solutions to help clients navigate complex legal, regulatory, and cultural challenges [10].

4月17日下午，由深圳市福田区金融服务和风险防控中心指导，深上协·香蜜湖上市公司CVC创新服务中 心（简称"CVC创新服务中心"）、上海交通大学上海高级金融学院（简称"上海交大高金院"）、梧桐树 资本联合主办，中信银行深圳分行支持的"走稳CVC之路"系列活动之"全球跨境并购机遇与实操案例分 享"（2025年第2期 总第6期）在深圳国际创新中心A座7层成功举办。近40家境内外上市公司、创新企 业、CVC机构、创投机构及专业服务机构的领导、专家，合计60余人参会。 中信银行总行投资银行部并购融资处副处长王晓表示，银行在跨境并购中可提供全流程融资支持，从竞 标阶段的贷款意向函、尽调阶段的多币种融资架构设计，到交割阶段的银团分销与贷后管理，为企业提 供定制化资金解决方案。提示企业关注ODI（境外投资备案）审批趋严、外汇管制等政策变化，提前与 银行协同设计融资方案，确保资金跨境流动合规高效，兼顾成本控制与风险缓释。 中信建投（601066）证券并购部高级副总裁王宇泰提到，在技术类并购中，需通过专业中介机构细化本 地化合规审查流程，构建"技术防火墙"，降低审查被否风险。在信息披露环节，规避敏感表述，例如在 半导体领域交易 ...

随着外部环境的变化，毕得医药的此次跨境并购计划也出现了波折。4月15日，毕得医药公告称，据双方此前签订的并购 协议，若该协议签署日（即2025年1月13日）之后3个月内（即2025年4月12日）双方未完成交割，则该协议将终止。"在4月12 日之前，Combi100%股权未能按预期完成交割。"毕得医药相关负责人表示，公司与交易对方协商一致，决定终止本次交易。 该并购重组计划的终止也引起投资者关注。有投资者向《证券日报》记者表示，并购重组终止后，是否会影响公司的"出 海"进度；在美国市场，Combi是否会成为毕得医药的竞争对手等问题是他关注的重点所在。 本报记者 张文湘 见习记者 金婉霞 上海毕得医药科技股份有限公司（以下简称"毕得医药"）迈出的跨境并购"第一步"出现波折。4月15日，毕得医药公告 称，公司将终止发行股份购买Combi-Blocks，Inc.（以下简称"Combi"）股权及募集配套资金的重组事项。 4月17日，毕得医药相关负责人进一步对《证券日报》记者解释称，本次跨境并购重组事宜的终止系因交割条款的客观限 制所致，不会对公司既定的全球化战略和经营规划产生影响。"公司在美国的业务稳定可控，既有的美国 ...