Core Viewpoint - The A-share merger and acquisition market is experiencing heightened activity in 2025, with over 20 listed companies disclosing control change plans since the beginning of the year, particularly in sectors like renewable energy and semiconductors [1] Group 1: Main Acquisition Methods - **Agreement Transfer**: This method involves both parties signing an agreement for the acquirer to directly purchase a certain number of shares from the seller. It is applicable when the shares do not have transfer restrictions [2] - **Agreement Transfer + Voting Rights Delegation or Waiver**: This strategy allows major shareholders to delegate or waive their voting rights to the acquirer, enhancing the acquirer's control over the company. This arrangement is often set as "irrevocable" to ensure stability [2] - **Directed Issuance**: This involves a listed company issuing shares to specific investors privately, allowing the acquirer to dilute existing shareholders' stakes and gain control at a relatively low cost. The new regulations have increased the issuance limit from 20% to 30% of the total share capital before issuance [5][6] Group 2: Case Studies - **Suzhou Bubugao**: Acquired 18.09% of Daqian Ecology's shares at 15 yuan per share for a total of 368 million yuan without triggering a mandatory offer [2] - **Xunzheng Investment**: Subscribed to 32.12 million shares (23.05% stake) of Zhuhai Zhongfu through a directed issuance, becoming the controlling shareholder [5] - **Zhaojin Ruining**: Acquired 20% of ST Zhongrun's shares from the original shareholders, who waived 10.08% of their voting rights, allowing Zhaojin to control 30.08% of the voting rights [7]

Core Viewpoint - The article discusses the increasing complexity and professional requirements of control acquisitions in the capital market, contrasting asset acquisitions and equity acquisitions, highlighting their differences in structure, risk, taxation, and operational continuity [1]. Group 1: Comparison of Asset Acquisition vs. Equity Acquisition - Asset acquisition involves purchasing the target company's assets, while equity acquisition involves purchasing the target company's equity [1]. - The decision-making process for asset acquisition is determined by the company's articles of association, whereas equity acquisition requires notifying other shareholders [1]. - Asset acquisitions generally do not require external approval, while equity acquisitions may require approval if involving foreign or state-owned enterprises [1]. - Asset acquisitions necessitate property transfer registration, while equity acquisitions do not [1]. - In asset acquisitions, the acquirer does not assume the target company's potential risks, whereas in equity acquisitions, the acquirer does [1]. - Tax implications differ, with asset acquisitions subject to various taxes including VAT and income tax, while equity acquisitions are subject to capital gains tax [1]. - The acquirer does not enjoy the operational qualifications of the target company in asset acquisitions, but does in equity acquisitions [1]. - The operational team and performance continuity are not preserved in asset acquisitions, but are in equity acquisitions [1]. Group 2: Control Acquisition Methods - Control acquisitions in A-share listed companies can be categorized into three main types: tender offers, agreement acquisitions, and indirect acquisitions [7]. - A case example of a tender offer is Guangdong Galanz's acquisition of Whirlpool, where Galanz made a partial tender offer for 61% of Whirlpool's shares [7]. - An example of an agreement acquisition is Xinlinfei's acquisition of Huichang Communications, where it signed a share transfer agreement to acquire 27.15% of the shares [7]. - An indirect acquisition example is JD Zhaofeng's acquisition of Debon Holdings, where it gained control through share transfers and voting rights [7]. - The article also mentions various combinations of acquisition methods, such as agreement transfer plus voting rights delegation, showcasing the flexibility in control acquisition strategies [8].