上市公司重大重组

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上市公司重大重组乱象亟待制度规范
Guo Ji Jin Rong Bao· 2025-05-27 06:01
Core Viewpoint - The article emphasizes the need for stronger regulatory constraints on major restructuring operations of listed companies, particularly in the context of cross-industry mergers and acquisitions, to prevent speculative practices that do not enhance corporate value [1][2][3] Group 1: Company Background and Recent Activities - A listed company on the Shenzhen Stock Exchange's ChiNext board has proposed a new acquisition plan just three months after a previous restructuring attempt was terminated [1] - The company, primarily engaged in knitting machinery, has made several attempts at cross-industry mergers, including ventures into semiconductors and mobile internet [1] - The company faced significant losses in 2019 and 2020 after high-premium acquisitions in 2016 led to substantial goodwill write-offs [1] Group 2: Issues with Current Restructuring Practices - The current regulatory framework allows for minimal barriers to information disclosure regarding asset restructuring, leading to frequent operations by companies with questionable qualifications [2] - Cross-industry mergers are often pursued by companies with poor fundamentals, resulting in chaotic and unregulated acquisition activities [2] - Insider trading remains a challenge, with instances of information leaks and abnormal stock price fluctuations during restructuring periods [2] Group 3: Recommendations for Improvement - Establish stricter implementation thresholds for major restructurings, including financial performance criteria such as non-negative net profit over the last three years and a return on equity above the industry average [3] - Set higher barriers for cross-industry mergers, requiring companies to demonstrate financial metrics in the top 10% of their industry and a clean operational record over the past three years [3] - Introduce a cooling-off period for companies that have failed restructuring attempts, preventing them from proposing new plans within a year [3] - Enhance regulatory oversight of insider trading during the five trading days prior to major restructuring announcements, with investigations triggered by significant stock price deviations [3]