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整合资源,融资对接 | 盈科上海律师并购沙龙成功举办
Sou Hu Cai Jing· 2025-09-24 07:10
9月22日,由盈科上海陈同军律师及其团队主办的并购沙龙在盈科亚太总部成功举办。本次沙龙集聚了来自银行、投资机构、会计师事务所、券商、研发实 验室、科技AI等行业的代表,围绕公司并购主题展开了深度而富有前瞻性的思想碰撞。 0 盈 科 律 师 事 务 所 YINGKE L AW FIR M 球 视 群 | 本 主 图 周 - 114 : A 11 全 球 视 野 | 本 土 智 積 GLOBAL MINDSET LOCAL INSTINCT 并购沙龙 Fool 陈同军律师 □五年九月 & YINGKE tena INDER 整合资源,融资对接 | 盈科上海律师并购沙龙成功举办 t 活动伊始,陈同军律师首先向各位来宾表达了热烈欢迎。陈律师表示,2024年9月24日,中国证监会发布《关于深化上市公司并购重组市场改革的意见》 (即"并购六条"),对支持跨界并购、允许并购未盈利资产、提升中介服务水平等方面提供了明确的调整方向。"并购六条"发布后,大额并购交易涌现,百 亿元级并购数量大增,且多为行业或产业内的并购整合。中国证监会于2025年5月16日发布了《关于修改〈上市公司重大资产重组管理办法〉的决定》,将 并购六条的调 ...
“一揽子”举措支持资本市场回稳向好
Zheng Quan Ri Bao· 2025-09-23 16:41
Group 1: Core Insights - Financial regulatory authorities announced a series of measures to stabilize the capital market, which have shown effectiveness over the past year [1] - A-shares market capitalization surpassed 100 trillion yuan for the first time in August, indicating the success of capital market reforms [1] - The capital market is transitioning from being "policy-driven" to "internally driven," enhancing its ability to support high-quality economic development [1] Group 2: Long-term Capital Inflow - Regulatory bodies have been promoting the entry of long-term capital into the market, with new guidelines and implementation plans issued to facilitate this process [2] - The scale of equity funds has exceeded 10 trillion yuan, and ETF products have become a preferred tool for asset allocation, with a scale surpassing 5 trillion yuan [2] - The total market value held by long-term funds in A-shares increased from 16.7 trillion yuan at the beginning of the year to 21.4 trillion yuan by the end of August, a growth of 28% [3] Group 3: Improving Company Quality and Investment Value - Regulatory measures are being implemented to enhance the quality and investment value of listed companies, including stricter enforcement against illegal activities [5] - The number of disclosed asset restructuring cases has increased significantly, with over 1,300 cases reported this year, a 1.4 times increase compared to the same period last year [5] - Companies are encouraged to adopt value management practices, with 1,568 companies having established value management systems by mid-year [6] Group 4: Capital Market Ecosystem Optimization - The capital market ecosystem is continuously improving, with increased trading activity and a financing scale exceeding 2.42 trillion yuan [8] - The influx of long-term capital has led to a positive shift in market sentiment, increasing investor participation [8] - Future reforms will focus on enhancing the multi-level bond market and improving the regulatory framework for futures [9]
A股一房企1元甩卖百亿资产
Group 1 - The core point of the article is that *ST Nanzhi (formerly Nanguo Real Estate) plans to transfer all its real estate development and leasing assets and liabilities to a wholly-owned subsidiary of its controlling shareholder, China Electric Power Construction Group Real Estate [1][3] - The transaction involves 17 equity assets and 11.579 billion yuan in other payables, with a total asset value of nearly 20 billion yuan, and the transaction price is set at 1 yuan [1][4] - The company has been facing continuous losses for several years, with its real estate development business increasingly dragging down overall operations due to the ongoing adjustment cycle in the real estate industry and tight funding chains [3][5] Group 2 - The restructuring is expected to improve asset quality by divesting the real estate development business, allowing the company to focus on potential business areas and optimize resource allocation [5] - The company aims to enhance its sustainable development capabilities and profitability by transitioning towards light asset urban operation services, with plans to inject synergistic assets related to comprehensive urban operation services [5] - The controlling shareholder and actual controller of the company will remain unchanged before and after the transaction, which is expected to enhance the feasibility and efficiency of the restructuring [5]
一元转让房地产业务 南国置业加速轻资产转型
Group 1 - The core point of the article is that *ST Nanzhi (formerly Nanguo Real Estate) plans to transfer all its real estate development and leasing assets and liabilities to a wholly-owned subsidiary of its controlling shareholder, China Electric Power Construction Group [1][3] - The transaction involves 17 equity assets and 11.579 billion yuan in other payables, with a total asset value of nearly 20 billion yuan, and the transaction price is set at 1 yuan [1][3] - The company has been experiencing continuous losses for several years, and the burden of its real estate development business on overall operations has become increasingly evident [3][5] Group 2 - The regulatory environment has been supportive of mergers and acquisitions, with the China Securities Regulatory Commission optimizing restructuring review mechanisms to facilitate asset integration for companies [3][5] - The proposed asset transfer is expected to improve asset quality by divesting the real estate development business, allowing the company to focus on potential business areas and reduce financial pressure [5] - Following the transaction, the controlling shareholder and actual controller of the company will remain unchanged, which is expected to enhance the feasibility and efficiency of the restructuring [5] Group 3 - The company aims to shift its focus towards commercial operations and light asset urban operation businesses, transitioning into a comprehensive urban operation service provider [5] - The asset sale is anticipated to gradually improve asset quality and facilitate a shift towards quality and efficiency-driven growth in the light asset urban operation sector [5]
东北证券:2025年1-7月上市公司并购重组市场分析报告
Sou Hu Cai Jing· 2025-09-19 01:15
Group 1 - The core viewpoint of the report indicates that the A-share merger and acquisition market is active due to continuous policy benefits and increasing attention from various sectors [1] - In the first seven months of 2025, 112 major asset restructuring projects were disclosed, with 87 involving acquirers [2][3] - The number of projects with acquirers increased by 248% compared to the same period in 2024, with a total of 87 projects disclosed [3] Group 2 - The total disclosed transaction amount for the 21 companies was 232.39 billion yuan, a 289% increase from 59.74 billion yuan in 2024 [3] - The highest transaction amount was 115.97 billion yuan for Haiguang Information's acquisition of 100% equity in Zhongke Shuguang [3] - The distribution of transaction amounts shows that 42.86% of the disclosed companies had transaction amounts below 1 billion yuan [4] Group 3 - The majority of disclosed restructuring projects were from the Shanghai Stock Exchange Main Board and the Growth Enterprise Market, each with 24 companies [5] - The Science and Technology Innovation Board had the highest disclosed transaction amount of 124.46 billion yuan [5] - The most common restructuring form was issuing shares to purchase assets, with 47 companies involved [5] Group 4 - The majority of transactions involved full acquisitions (100% equity) and control acquisitions (50%-100% equity), accounting for 91.43% of the projects [6] - The primary payment methods were "equity," "equity + cash," and "cash," which together accounted for 92.86% of the transactions [7] Group 5 - The disclosed restructuring projects involved companies from 25 provincial-level administrative regions, with Guangdong having the highest number of companies at 14 [9] - The industry distribution showed that the computer, communication, and other electronic equipment manufacturing industry had the highest number of companies involved, totaling 16 [10][11] Group 6 - Among the 87 companies involved in disclosed restructuring, 63.22% were private enterprises [13] - By July 31, 2025, 13 companies had announced transaction failures within the same year [14] Group 7 - By July 31, 2025, 44 asset restructuring projects had been accepted by the exchanges, with a total transaction scale of 367.64 billion yuan [16] - The highest transaction amount among accepted projects was 115.15 billion yuan for China Shipbuilding's acquisition of China Shipbuilding Industry [15] Group 8 - The average time from initial suspension to acceptance was approximately 6-7 months across different boards [18] - The majority of accepted projects involved full acquisitions (100% equity) and control acquisitions (50%-100% equity), accounting for 82.35% of the total [19] Group 9 - The accepted projects involved companies from 14 provincial-level administrative regions, with Guangdong having the highest transaction amount of 36.49 billion yuan [22] - The industry distribution for accepted projects indicated that the computer, communication, and other electronic equipment manufacturing industry had the highest representation [9] Group 10 - By July 31, 2025, 23 major asset restructuring projects had been completed, with a total transaction amount of 189.61 billion yuan [33] - The highest transaction amount among completed projects was 97.61 billion yuan for Guotai Junan's acquisition of 100% equity in Haitong Securities [36]
河南:推动上市公司市场化并购重组和产业整合,力争2025年股票回购增持再贷款投放50亿元
Sou Hu Cai Jing· 2025-09-17 10:21
人民财讯9月17日电,河南省人民政府办公厅印发《河南省金融服务"两高四着力"实施方案》,其中提 出,打造现代金融体系。积极引进境内外各类金融机构、金融资本,丰富我省金融业态和金融产业链。 深化与上海、深圳、北京证券交易所等资本市场合作,常态化开展专题培训和对接走访活动,推动更多 企业上市融资。支持符合条件的项目发行基础设施领域不动产投资信托基金。推动上市公司市场化并购 重组和产业整合,力争2025年股票回购增持再贷款投放50亿元。做优做精中原股权交易中心专精特新专 板。大力推动"基金入豫",更好发挥政府投资基金作用,促进天使基金、风投基金、创投基金集聚发 展。持续推进"险资入豫",深入开展"保险资管河南行"活动。深入推进合格境外有限合伙人试点工作。 创新综合金融服务,加大"两重""两新"等重点领域融资支持力度,强化城市更新、交通物流、现代水网 和重大水利等基础设施建设项目储备和融资对接。支持郑州商品交易所丰富区域特色期货品种,发 展"保险+期货",延伸期货产业链。 ...
解构上市公司并购重组
Sou Hu Cai Jing· 2025-09-04 06:01
Core Viewpoint - Mergers and acquisitions (M&A) are crucial for listed companies to expand their scale, diversify their business, and integrate advantageous resources, thereby enhancing competitiveness [1] Policy Support - A series of policies, including the new "National Nine Articles," "Science and Technology Innovation Eight Articles," and "M&A Six Articles," have been introduced from April to September 2024, indicating strong governmental support for M&A activities [1] - On September 26, 2024, a meeting of the Central Political Bureau emphasized the support for listed companies in M&A and restructuring [1] Market Activity - The M&A market has become increasingly vibrant due to these supportive policies, with listed companies actively adopting industry synergy-focused M&A models [1] - Companies are optimizing resource allocation and enhancing investment value through M&A, effectively promoting high-quality development [1] Economic Impact - M&A serves as an important means for capital markets to allocate resources and is an effective way for listed companies to enhance competitiveness and company value [1] - It also plays a significant role in transforming economic development methods and adjusting economic structures [1]
并购新机遇·苏州论道:共探上市公司高质量发展与战略重组之路
Sou Hu Cai Jing· 2025-09-01 15:49
Group 1 - The core viewpoint of the news is the significant increase in M&A activities in the A-share market following the release of the regulatory opinions by the China Securities Regulatory Commission on September 24, 2024, which has revitalized the market [1] - From the release of the opinions until August 31 of this year, there were 163 major M&A transactions disclosed in the A-share market, representing a substantial increase of 117.3% compared to the same period last year [1] - The total value of these transactions reached 472.78 billion yuan, reflecting a remarkable year-on-year growth of 172.9% [1] Group 2 - The upcoming "2025 Annual Forum on High-Quality Development of Listed Companies and the Fourth Secretary Salon" aims to gather industry elites to discuss new opportunities in the M&A market under the theme "Game of Mergers and Acquisitions, Transforming the Future" [1] - The forum will feature discussions on the current state and challenges of the M&A market, emphasizing that M&A has evolved from a mere expansion tool to a crucial strategy for resource integration and cross-industry development [2] - The event will include insights from top lawyers, investment bankers, and company secretaries, focusing on the core topic of "value reconstruction" to provide comprehensive guidance for companies navigating the M&A landscape [4]
宁波建工: 甬兴证券有限公司关于宁波建工股份有限公司发行股份购买资产暨关联交易之独立财务顾问报告(修订稿)
Zheng Quan Zhi Xing· 2025-08-29 16:51
甬兴证券有限公司 关于宁波建工股份有限公司 发行股份购买资产暨关联交易 之 独立财务顾问报告 (修订稿) 独立财务顾问 甬兴证券有限公司 二〇二五年八月 甬兴证券有限公司 独立财务顾问报告(修订稿) 独立财务顾问声明与承诺 一、独立财务顾问声明 (一)本独立财务顾问报告所依据的文件和材料由本次交易各方提供,提供 方对所提供文件及资料的真实性、准确性和完整性负责,并保证该等信息不存在 虚假记载、误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任何风 险责任; (二)本独立财务顾问报告是在假设本次交易各方当事人均全面和及时履行 本次交易相关协议和声明或承诺的基础上出具,若上述假设不成立,本独立财务 顾问不承担由此引起的任何风险责任; (三)对于本独立财务顾问报告至关重要而又无法得到独立证据支持或需要 法律、审计、评估等专业知识来识别的事实,本独立财务顾问主要依据有关政府 部门、律师事务所、会计师事务所、资产评估机构及其他有关单位出具的意见、 说明及其他文件作出判断。 (四)如本独立财务顾问报告中结论性意见引用其他证券服务机构专业意见的, 独立财务顾问已进行了必要的审慎核查。除上述核查责任之外,独立财务顾问并 ...
今年以来江苏上市公司并购持续活跃
Zheng Quan Ri Bao· 2025-08-29 15:46
Core Insights - Jiangsu Province has made significant progress in implementing the "1+N" policy framework promoted by the China Securities Regulatory Commission, focusing on long-term capital market entry, public fund reforms, and mergers and acquisitions [1][3] Group 1: Mergers and Acquisitions - As of August 29, 2023, Jiangsu Province recorded 172 new mergers and acquisitions, accounting for 15.5% of the national total, with a total transaction value of 39.175 billion yuan [1] - The semiconductor, pharmaceutical, and machinery sectors are the main drivers of mergers and acquisitions in Jiangsu, highlighting the focus on "hard technology" [2] - The merger between Guolian Securities and Minsheng Securities has created a combined entity with total assets exceeding 160 billion yuan, showcasing the benefits of scale and resource optimization [3] Group 2: Compliance and Regulation - Jiangsu Securities Regulatory Bureau has strengthened regulatory measures, increasing the costs of violations and emphasizing strict enforcement against financial fraud [4] - Recent training sessions for listed companies have reinforced the importance of compliance and operational integrity, with nearly 700 companies participating [5] - The total market capitalization of A-share listed companies in Jiangsu reached 8.35 trillion yuan as of August 27, 2023, an increase of 1.88 trillion yuan from the end of the previous year [5] Group 3: Future Directions - The Jiangsu Securities Regulatory Bureau will continue to support compliant mergers and acquisitions, encouraging industrial consolidation while preventing high-risk and blind cross-industry mergers [6]