Core Viewpoint - A-share listed companies' equity mergers and acquisitions (M&A) are complex systemic projects involving strategic planning, legal compliance, financial valuation, regulatory approval, and subsequent integration [1] Summary by Sections A-share Listed Company Equity M&A Main Process - The M&A process consists of eight stages: preparation, target selection, due diligence, transaction design, internal decision-making, regulatory approval, implementation, and post-merger integration, with a focus on compliance and risk control [3] Key Stages of M&A - **Preparation**: Define strategy and assemble a team [4] - **Target Selection**: Identify potential targets [4] - **Due Diligence**: Comprehensive risk assessment focusing on legal, financial, business, and tax dimensions to uncover potential risks such as hidden debts and litigation disputes [4] Transaction Structure Design - Balancing interests of both parties by addressing payment methods, valuation, and transaction entities while considering the requirements of the listed company, target shareholders, and regulatory bodies [5][6] Internal Decision-Making and Regulatory Approval - Internal governance procedures must be followed, and external compliance permissions must be obtained from regulatory bodies such as the China Securities Regulatory Commission (CSRC) [8] Implementation and Post-Merger Integration - Completing the transfer of equity and ensuring successful integration is crucial for the success of the M&A [8] Core Points of A-share Listed Company Equity M&A - **Valuation Pricing**: Avoiding overpaying or underselling [8] - **Compliance**: Strict adherence to regulatory guidelines [8] - **Payment and Financing**: Balancing liquidity and control [8] - **Risk Control**: Focus on preventing valuation and integration risks [8] Valuation Methods - Common methods include PE, PB, DCF, and EV/EBITDA, tailored to industry characteristics [9] Financing Arrangements - Options include self-funding, bank loans, private placements, and convertible bonds, with considerations for financial costs [9] Internal and External Approval Processes - Board and shareholder meetings are required for significant asset restructurings, with specific voting thresholds [9] Integration Strategies - Strategic, business, management, and cultural integration are essential for realizing synergies and ensuring stability [9][10] Performance Commitments and Compensation - Main compensation methods include share compensation or cash compensation, typically covering a three-year performance commitment period [11]