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国资参与上市公司并购重组
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82页PPT看懂SOE国资参与上市公司并购重组
Sou Hu Cai Jing· 2025-08-09 04:52
Regulatory Framework and Approval Requirements - The article discusses the encouragement of state-owned enterprises (SOEs) to participate in mergers and acquisitions (M&A) through policies such as the "Six Guidelines for Mergers and Acquisitions" issued by the China Securities Regulatory Commission [1] - The regulatory rules are based on the "Enterprise State-Owned Assets Law," which defines terms like "state-owned enterprises" and "state-funded enterprises," and outlines the management of state-owned shareholders with SS/CS identification [1] - State-owned asset transactions can occur through public and non-public methods, including equity transfers and other forms involving listed companies [1] Acquisition Paths and Funding Arrangements - Various acquisition paths are available, including agreement transfers and methods for payment and pledge release, such as re-pledging [1] - Examples include the Chengdu Cultural Tourism Group's acquisition of Rhine Sports using a corporate structure and Guangzhou State Assets employing a "company + partnership" model [1] - Funding arrangements are diverse, with state capital leading in some cases, such as the Huangshan State-owned Assets Supervision and Administration Commission acquiring Guangyang shares through a fund [1] Transfer Methods and Pricing - State-owned asset transfers can take multiple forms, each with specific processes and applicable scenarios [1] - Pricing is typically based on assessed values, with payment often requiring a deposit, and approval authority varies by transfer method [1] - Special permissions may be delegated in certain sectors [1] Participation in Major Restructuring - The approval authority for state-owned participation in major restructuring is categorized by the type of restructuring [1] - The application process has specific milestones, and the procedures are divided into regular and absorption mergers, with each stage needing to comply with relevant rules [1]