The capital market is the main channel for M & A and restructuring. On March 1, the new securities law was officially implemented. Industry insiders said that the new securities law will guide resources in a direction that is more conducive to the development of the real economy by improving the rules for the acquisition of listed companies and information disclosure. It is expected that the M & A and restructuring of the A-share market will continue to heat up in 2020.
Deepening M & A and Restructuring Reform
"The new securities law has a significant impact on the mergers, acquisitions, and reorganizations of listed companies." Wu Yongzu, deputy director of the Ministry of Industry, Chongyang Institute of Finance, Renmin University of China, told the Securities Daily reporter that the first is to increase the protection of listed companies and shareholders, such as Extending the lock-up period after the acquisition, clarifying the prohibited actions during the acquisition, etc., these have reduced the space for black box operations. Secondly, the relevant regulations on mergers and acquisitions and reorganizations were clarified, and procedures such as company mergers and divisions were improved. The acquirer needs to disclose the source of funds, which is conducive to the smooth progress of corporate mergers and acquisitions and reduces the ambiguity. Finally, the information disclosure regulations have been strengthened to protect shareholders' right to know and is conducive to the healthy development of the capital market.
In a interview with Securities Daily, Zhao Yazheng, a researcher at CITIC Reform and Development Foundation, said that the new securities law has more emphasis on the "three public" in terms of mergers and acquisitions of listed companies, which will improve the quality of listed companies' mergers and acquisitions, and further reduce insider trading and speculation. Purpose of mergers and acquisitions to protect the interests of small and medium investors. The first is openness and transparency, which requires more detailed and timely public disclosure, and the content of the announcement is also more detailed; second, fairness, which requires stricter execution in accordance with the takeover bid, such as not reducing the purchase price during the bid takeover commitment period , Reducing the acquisition of shares, etc., to protect the interests of the acquiree; in the end, it is more fair and protects the interests of small and medium investors. For example, the new securities law changed the shares of the acquired company held by the acquirer from 12 months to 18 non-transferable shares to 18 month.
218 listed companies release plans
"Securities Daily" reporter According to the statistics of the website of the China Securities Regulatory Commission, as of March 2nd, the M & A and Reorganization Review Committee announced the results of 5 meetings during the year. Among them, 8 companies attended the meeting, 6 companies met, and the meeting rate was 75%. . Compared with the review of M & A and restructuring in 2019, last year, 123 companies attended the meeting, of which 102 had met, and the overall meeting rate was about 82.92%.
Recently, Yan Qingmin, vice chairman of the China Securities Regulatory Commission, told a press conference of the State Council that after the outbreak of the new crown pneumonia epidemic, due to the difficulty of on-site due diligence and audit assessment, some M & A and restructuring projects were affected to some extent. The CSRC has made targeted arrangements to relax the relevant time limit for M & A and restructuring business, and to normally advance the M & A and reorganization license and acceptance work.
In addition, according to the statistics of the Flush iFinD data from the Securities Daily, as of March 2nd, based on the date of the first announcement, 218 listed companies issued a total of 234 M & A plans during the year. Wu Yongzu said that the increase in mergers and acquisitions and reorganization plans of listed companies is worth encouraging, which is conducive to the survival of the fittest and expansion of listed companies.
M & A or restructuring or normalization
It is worth noting that in recent years, regulators have continuously reduced the burden on mergers and acquisitions, the “new rules for restructuring” in September 2019, the “new rules for refinancing” in February 2020, and the new securities law on March 1. . The industry believes that these measures will most likely drive A shares in 2020 usher in a new round of mergers and acquisitions and restructuring.
Not only that, the supervisors also worked hard to improve quality and efficiency. Since the launch of the "small fast" review mechanism in the second half of 2018, a number of M & A and restructuring transactions have passed the "small fast" review, taking an average of 37 days, greatly improving the review efficiency and effectively stimulating market vitality. At the same time, the CSRC canceled some of the application materials for administrative licenses, and reduced the time limit for reorganizing the commitments.
"While mergers and acquisitions and reorganizations continue to heat up, we must also strictly monitor them, and be alert to the possible risks of hot money reorganization and reorganization concepts, and the risks brought by high-leverage acquisitions." Zhao said. (Securities Daily)
Our reporter Meng Ke