2024年9月，证监会发布《关于深化上市公司并购重组市场改革的意见》，坚持市场化方向，更好发挥资本市场在企业并购重组中的主渠道作用。随着相 关文件精神落实持续深入，上市公司的并购重组日趋活跃。本报告从首次披露、受理、交易所审核、不需上会项目情况以及已完成并购重组五个阶段对 2024年上市公司并购重组市场进行分析。 一、首次披露情况 1、交易金额 | 排名 | 上市公司 | 交易标的 | 上市板块 | 交易金额(亿元) | 重组形式 | | --- | --- | --- | --- | --- | --- | | 1 | 中国船舶 | 中国重工100%股权 | 上交所主板 | 1151.50 | 吸收合并 | | 2 | 国泰君安 | 海通证券100%股权 | 上交所主板 | 976.15 | 吸收合并 | | 3 | 国联证券 | 民生证券99.26%股权 | 上交所主板 | 294.92 | 发行股份购买资产 | | ব | 紫米股份 | 新华三30%股权 | 深交所主板 | 151.77 | 协议收购 | | 5 | 塞力斯 | 深圳引望10%股权 | 上交所主板 | 115.00 | 协议收购 | | ...

Core Viewpoint - The China Securities Regulatory Commission (CSRC) emphasizes the importance of capital markets in supporting technological innovation and the development of new productive forces, with a focus on protecting the rights of investors, especially small and medium-sized investors [1][3]. Group 1: Policy Measures and Achievements - The CSRC has implemented a series of policies to support technological innovation, including the issuance of multiple policy documents aimed at enhancing the regulatory framework and market ecology for tech enterprises [1][2]. - As of now, nearly 2,700 companies in strategic emerging industries are listed on the Shanghai and Shenzhen stock exchanges, accounting for over 40% of the market capitalization [2]. - In the IPO sector, over 90% of new listings in 2024 on the Sci-Tech Innovation Board, Growth Enterprise Market, and Beijing Stock Exchange belong to strategic emerging industries or high-tech enterprises [2]. - The number of asset restructuring disclosures by strategic emerging industry companies has doubled compared to the previous year, with over 140 cases reported [2]. - The total issuance of Sci-Tech Innovation Bonds reached 1.35 trillion yuan, with 1,327 bonds issued by the end of April 2025 [2]. Group 2: Future Directions - The CSRC plans to deepen the reform of the stock issuance registration system, focusing on information disclosure and strict regulatory accountability, while supporting the listing of quality unprofitable tech companies [3][4]. - There will be a strong emphasis on facilitating mergers and acquisitions among listed companies to enhance supply chain resilience and technological capabilities [4]. - The CSRC aims to cultivate long-term and patient capital by optimizing the assessment mechanisms for private equity funds and promoting the development of secondary market funds [4][5]. - The commission will enhance the quality of bond financing for tech companies and explore the issuance of more themed bonds to reduce financing costs for innovative enterprises [5]. Group 3: Investor Protection and Market Integrity - The CSRC is committed to improving information disclosure regarding the technological attributes and investment risks of innovative companies, as well as enhancing investor suitability mechanisms [6][7]. - There will be a focus on strengthening the legal framework for capital markets, including the drafting of new regulations to clarify the rights and responsibilities of stakeholders in tech enterprises [6][7]. - The CSRC plans to create a more trustworthy market environment by enhancing the integrity supervision of the securities and futures market, aiming to increase market transparency and accountability [7].

证监会首席律师程合红：鼓励科技型上市公司综合运用股份、定向可转债、现金等多种支付工具实施并 购重组 智通财经6月5日电，证监会首席律师程合红6月5日在2025天津五大道金融论坛上发表主旨演讲时表示， 下一步，证监会将大力支持上市公司并购重组。落实好新修订的《上市公司重大资产重组管理办法》， 进一步激发并购重组市场活力。支持上市公司收购有助于强链补链、提升关键技术水平的优质未盈利资 产。鼓励科技型上市公司综合运用股份、定向可转债、现金等多种支付工具实施并购重组，推动股份对 价分期支付机制、重组简易审核程序落地。 (中证报) ...

Core Viewpoint - Hanlan Environment has successfully completed the acquisition of Yuefeng Environmental, marking a significant milestone in its strategic development and aligning with national policies to enhance the merger and acquisition market [1][2]. Group 1: Acquisition Details - The acquisition of Yuefeng Environmental was finalized on May 31, and the company was delisted from the Hong Kong Stock Exchange on June 2 [1]. - This acquisition is part of Hanlan Environment's broader strategy to achieve its "14th Five-Year Plan" goals, which emphasizes strategic mergers and acquisitions as a key growth driver [1]. Group 2: Industry Context - In 2024, various policies from the State Council and the China Securities Regulatory Commission have been introduced to stimulate the merger and acquisition market, encouraging strategic mergers and resource integration [1]. - The solid waste treatment industry is currently in a phase of consolidation, and Hanlan Environment's acquisition aligns with national calls for industry integration [1]. Group 3: Operational Impact - Following the acquisition, Hanlan Environment's waste incineration capacity has reached 97,590 tons per day, ranking it among the top three in the domestic industry and the leading A-share listed company [2]. - The integration of Yuefeng Environmental's waste incineration business into Hanlan's operations is expected to enhance capacity and redefine the asset value model of environmental infrastructure through management standard output and shared technological innovation [2].

Core Viewpoint - The acquisition of Jiangsu Fulehua Semiconductor Technology Co., Ltd. by Anhui Fulede Technology Development Co., Ltd. is a significant event in the semiconductor industry, marking the first merger project approved after the new restructuring regulations by the China Securities Regulatory Commission (CSRC) [2][10]. Group 1: Acquisition Details - Anhui Fulede plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua for approximately 65.5 billion yuan, with a share issuance price of 16.30 yuan per share [1]. - The transaction includes issuing shares worth about 61.9 billion yuan and convertible bonds worth 3.6 billion yuan, resulting in the issuance of approximately 37.976 million shares and 2.208 million shares, respectively [1]. Group 2: Market Reaction and Company Performance - Following the announcement of the acquisition, Fulede's stock price surged, reaching a high of 77.66 yuan, representing a 273% increase from the closing price of 20.82 yuan before the suspension [8]. - Fulede's financial performance is significantly lower than that of Fulehua, with Fulede reporting a revenue of 5.6 billion yuan and a net profit of 0.79 billion yuan for the first three quarters of 2024, compared to Fulehua's revenue of 13.73 billion yuan and net profit of 1.9 billion yuan [6]. Group 3: Industry Context - The acquisition is characterized as a "snake swallowing elephant" deal, as Fulehua's asset scale is twice that of Fulede, with Fulehua's assets amounting to 38.75 billion yuan compared to Fulede's 17.38 billion yuan [6]. - The acquisition involves related parties, as the controlling shareholder of Fulehua is linked to Fulede, making this transaction a related party transaction [5]. Group 4: Regulatory Environment - The CSRC's new merger regulations have led to a significant increase in merger and acquisition activities, with over 1,400 disclosed asset restructurings and more than 200 billion yuan in completed major asset restructuring transactions in 2024 [10][11]. - The approval rate for merger projects has reached 100% in 2025, indicating a robust regulatory environment for corporate restructuring [11].

Core Viewpoint - The recent revision of the "Major Asset Restructuring Management Measures for Listed Companies" by the China Securities Regulatory Commission has intensified the merger and acquisition (M&A) activities among listed companies, with many companies announcing acquisition plans despite facing operational challenges [1][4]. Group 1: Company Overview - Northern Long Dragon New Materials Technology Co., Ltd. (301357.SZ) plans to acquire a controlling stake in Henan Zhongsheng Composite Materials Co., Ltd. through a combination of issuing A-shares and cash payments [1]. - Henan Zhongsheng, established in 2019 with a registered capital of 30 million yuan, specializes in the research, design, and production of fiberglass and polyurethane pultrusion molds [2]. - Northern Long Dragon focuses on military equipment, particularly in the research and development of non-metal composite materials for military vehicle applications [3]. Group 2: Financial Performance - Northern Long Dragon's financial performance has been declining, with revenues of 259.86 million yuan in 2020, dropping to 107.74 million yuan in 2024, and net profits decreasing from 93.16 million yuan in 2020 to a loss of 10.89 million yuan in 2024 [6]. - In the first quarter of 2025, the company reported a revenue of 20.57 million yuan, a year-on-year decline of 16.86%, and a net loss of 5.07 million yuan, a significant drop of 244.16% compared to the previous year [7]. Group 3: Market Sentiment - Despite the declining performance, several foreign institutions have increased their stakes in Northern Long Dragon, indicating a potential positive outlook. Notable investors include J.P. Morgan Securities PLC and Morgan Stanley, among others [8]. - The interest from foreign investors raises questions about whether they have insider knowledge regarding the upcoming acquisition, as they have entered the top ten shareholders list during a period of financial struggle for the company [8].

Core Viewpoint - *ST Yushun (002289.SZ) is progressing in its major asset restructuring, having engaged qualified intermediaries for due diligence, auditing, and evaluation of the target companies [2][3][5]. Group 1: Restructuring Progress - The company has entered a critical phase of due diligence, indicating that the transaction is moving into a substantive stage [3][4]. - The restructuring process began in April, with a framework agreement signed to acquire 100% equity of three data center companies [6][7]. - The due diligence and discussions regarding the transaction plan are ongoing, with a timeline set for completion by June 30, 2025 [7]. Group 2: Market Reaction and Performance - Following the announcement of the cash acquisition of three data centers, *ST Yushun's stock experienced 22 consecutive trading limits, with a year-to-date increase of 308.42%, making it the second-highest gainer in A-shares this year [3]. - The market is closely monitoring every development related to the restructuring, reflecting heightened investor interest [3][5]. Group 3: Regulatory Environment - The recent trend of ST companies announcing major asset restructurings, including *ST Yushun, indicates a shift in regulatory attitudes, suggesting increased tolerance for such transactions [8][10]. - Regulatory measures have been implemented to encourage mergers and acquisitions among listed companies, aiming to boost market confidence and stabilize expectations [10]. Group 4: Management Changes - The company has recently appointed a new non-independent director, Chen Chao, who has significant experience in artificial intelligence and data technology, indicating a strategic move to enhance its management team [11].

Core Viewpoint - The company is planning a transaction involving the acquisition of a controlling stake in Liangshan Mining, which will enhance its resource integration and operational synergy in the copper industry, aligning with national industrial policies and capital market reforms [35][36][38]. Group 1: Transaction Overview - The transaction involves the acquisition of a 40% stake in Liangshan Mining, which will become a subsidiary of the company, enhancing its operational capabilities in copper mining and processing [15][36]. - The transaction is structured as a share issuance to pay for the acquisition, with the final transaction price yet to be determined pending the completion of asset audits and evaluations [9][41]. - The company has received preliminary approvals from its major shareholders, including Yunnan Copper Group and China Aluminum Group, for the transaction [18][19]. Group 2: Financial Implications - The transaction is expected to improve the company's asset base, revenue, and profit scale, although specific financial impacts will be disclosed in the restructuring report after the completion of audits [17][41]. - The company plans to raise up to 1.5 billion yuan through the issuance of new shares to support the acquisition and fund key projects, with a portion allocated for working capital [56][59]. Group 3: Regulatory and Approval Process - The transaction requires multiple approvals, including asset evaluation results to be filed with the relevant state-owned asset management authority and subsequent board and shareholder approvals [19][30]. - The company emphasizes that the transaction does not constitute a major asset restructuring under current regulations, although this will be confirmed in the restructuring report [61][62]. Group 4: Industry Context - The copper industry is positioned for high-quality development, supported by national policies aimed at optimizing the industrial structure and enhancing supply chain resilience [35][36]. - The company is strategically enhancing its position in the copper market, which is critical for national economic development and aligns with government initiatives to consolidate resources in state-owned enterprises [37][38].

Core Insights - The article emphasizes that mergers and acquisitions (M&A) are not merely transactions but represent a profound transformation of a company's operational system, impacting various aspects of the business [1][3][11] - It highlights the importance of strategic planning and execution in M&A to maximize long-term benefits and avoid pitfalls [4][11] Group 1: Impact of M&A on Business Operations - M&A can disrupt existing operational inertia, affecting collaboration, supply chains, customer service, and human resources [3][4] - A case study illustrates that a traditional pharmaceutical company faced challenges in integrating a newly acquired contract research organization (CRO), leading to resource allocation issues and overall business stagnation [3][4] Group 2: Key Dimensions for Successful M&A - The timing of the acquisition is crucial; acquiring a business at the right stage in its lifecycle can either enhance or hinder the main business [5][6] - Strategic pacing is essential; rushing to realize benefits can disrupt existing operations, while a phased approach can lead to better integration and sustainability [6][7] - Identifying and designing collaborative pathways is vital for maximizing the value of the acquisition, focusing on shared resources and capabilities [7][8] Group 3: Managing Risks in M&A - Companies must manage goodwill effectively, as overvaluation can lead to significant financial repercussions if integration fails [8][9] - Transparency in disclosures is critical to avoid regulatory scrutiny and potential penalties, especially in a tightening regulatory environment [9][11] Group 4: The Role of Goheal - Goheal emphasizes the importance of pre-acquisition audits and operational simulations to ensure that the merged entities can effectively integrate [4][11] - The firm positions itself as a partner in the transformation process, helping companies navigate the complexities of M&A to achieve sustainable growth [11]

Core Viewpoint - The introduction of the "Six Guidelines for Restructuring" will inject certainty into the merger and acquisition market, further releasing market vitality and guiding the stable and long-term development of listed companies' mergers and acquisitions [1][4]. Group 1: Development Trends of Mergers and Acquisitions - The legal degree of mergers and acquisitions by listed companies will further improve [5]. - Mergers and acquisitions will become more market-oriented [6]. - Mergers and acquisitions will trend towards normalization [7]. - The internationalization level of mergers and acquisitions will gradually increase [9][10]. - The professionalism and complexity of mergers and acquisitions will increase [11][12]. - The effectiveness of merger integration will become a key indicator for measuring the success or failure of mergers and acquisitions [13][14]. Group 2: Historical Context and Previous Reforms - The "Six Guidelines for Mergers" and the "Six Guidelines for Restructuring" have stimulated and released market vitality for listed companies' mergers and acquisitions [2][3]. - Previous reforms aimed at regulating the merger and acquisition market were implemented due to the chaotic environment created by high-leverage acquisitions and excessive valuations in 2015 [2]. Group 3: Strategies for Listed Companies - Companies should integrate mergers and acquisitions into their development strategies to seize opportunities [15]. - Establishing specialized merger and acquisition teams is essential to enhance professionalism [15]. - Companies must strengthen compliance training and management for merger and acquisition activities [16]. - Emphasizing and effectively managing merger integration is crucial for success [17].