Sino-Singapore Jingwei Client, January 25, Shenzhen Stock Exchange announced on the 24th the Shenzhen Stock Exchange M&A market situation in 2020, showing that in 2020, Shenzhen Stock Exchange completed 665 acquisitions, a year-on-year increase of 10%, and the transaction amount was 301.1 billion yuan, a year-on-year increase 5%; the phenomenon of "husks and speculations" and "small speculations" has been greatly reduced, with an average asset appreciation rate of 243%; 23 major asset reorganizations were implemented throughout the year, with a transaction amount of 243.7 billion yuan.

Bring living water, strengthen physical fitness, and promote high-quality development

  The Shenzhen Stock Exchange pointed out that mergers and acquisitions are an important way and means for the capital market to optimize resource allocation and serve the high-quality development of the real economy.

The acquisition of listed companies supports technological innovation and helps companies bail out.

In 2020, the Shenzhen Stock Exchange completed 665 acquisitions, a year-on-year increase of 10%, and the transaction amount was 301.1 billion yuan, a year-on-year increase of 5%


Under the positive influence of the New Refinancing Policy, the number of acquisitions of listed companies through the issuance of new shares and the transaction amount reached 129 and 74.6 billion yuan respectively.

Listed companies in emerging industries such as computer communications, software and information services, medicine, high-end equipment manufacturing, and new materials are favored by the market, accounting for over 40%.

27 private enterprises introduced state-owned capital through equity transfers and changes in control rights. Through comprehensive measures such as cash transfusion of actual controllers, credit support, and high-quality asset injection, the fundamentals of enterprises have been effectively improved, and the relief work has achieved good results.

  The major asset reorganization focuses on the main business and promotes the transformation and upgrading of the enterprise.

In 2020, the Shenzhen Stock Exchange implemented 78 major asset reorganizations, with a transaction amount of 348.3 billion yuan (excluding supporting fundraising), of which 5 were implemented for restructuring and listing transactions


From the perspective of transaction types, industry-integrated restructuring accounted for more than 60% for three consecutive years, and it has become a market consensus to stick to the development of the main business and return to the origin of mergers and acquisitions.

A total of 21 sales of assets and asset replacements in liquidation, accounting for 27% of the total Shenzhen stock market, increased by nearly 25% compared to 2019, and played an important role in resolving business risks, improving the survival of the fittest mechanism, and realizing the conversion of new and old momentum.

From the perspective of payment methods, there are 29 cash regroupings, accounting for 37%, an increase of 16% over 2019; directional convertible bonds have become a useful supplement to restructuring payment instruments, and 9 restructuring plans use directional convertible bonds to pay the consideration. It accounts for over 10%.

Judging from the valuation of the target, the phenomenon of "husk raising and speculation" and "small speculation" has been greatly reduced, and the average asset appreciation rate is 243%

. Although the valuation is still in a relatively reasonable range, the phenomenon of "three highs" restructuring has rebounded. Worthy of vigilance.

GEM companies disclosed 45 major asset restructuring transactions throughout the year, accounting for 40% of the Shenzhen stock market

, an increase of 19% over 2019. Transaction activity has increased significantly, especially that 60% of its restructuring targets belong to information technology and high-end equipment manufacturing. In strategic emerging industries such as, new materials, the "three innovations and four new" positioning is prominent.

Facilitate reform, increase vitality, and highlight the main line of the system

  In 2020, the Shenzhen Stock Exchange will implement the new Securities Law as an opportunity, take the steady advancement of the ChiNext registration system reform as the leader, formulate and improve the basic systems in key areas, facilitate mergers and acquisitions reforms, and stimulate the vitality of market entities.

  Highlight the main line of the system to ensure the smooth implementation of reforms.

First, fully implement the new "Securities Law", conscientiously do a good job in the follow-up supervision of the cancellation of the exemption from the obligation of tender offer, optimize and improve the information disclosure review mechanism at the first time,

and complete the review of a total of 30 information disclosure matters exempted from the obligation of tender offer throughout the year

. Achieve a smooth transition and convergence; the second is to formulate and release the GEM restructuring review rules and questions and answers, and promote the establishment of an open and transparent rule system; third, to improve the internal review process of mergers and acquisitions and reorganization, strengthen personnel training, and actively take advantage of the joint review of the review department and the daily supervision department; The fourth is to strictly control the risks of clean government, and simultaneously deploy and promote the construction of a clean government supervision system.

  In the process of reforming the Growth Enterprise Market and piloting the registration system, the Shenzhen Stock Exchange took into account the actual situation of existing companies and implemented the registration system simultaneously in mergers and acquisitions.

In terms of the price formation mechanism, the reserve price for issuing shares to purchase assets will be lowered from 90% of the market reference price to 80%, providing a more flexible interest game mechanism for both parties in the restructuring transaction.

After the implementation of the registration system, 16 GEM company reorganizations were accepted. Among them, 9 plans set the reserve price of share issuance at 80% of the market reference price

, and the benefits of reform dividends were further expanded.

  Improve review efficiency and transparency, and stimulate market vitality.

The GEM registration system for mergers and acquisitions reduces the review time limit, optimizes the review process, and stipulates that the review time limits for issuing shares to purchase assets and reorganizing and listing are 45 days and 3 months, respectively.

For mergers and acquisitions and reorganization applications that meet the requirements for small and fast speeds, there is no inquiry link after acceptance, and an audit report will be issued directly.

Dangsheng Technology's restructuring project only takes 31 working days from application to registration.

At the same time, all review procedures and review materials are made public to the entire market on the official website of the Shenzhen Stock Exchange to further enhance review transparency.

The improvement of review efficiency and transparency enhances the sense of reform and helps enterprises enter the fast lane of industrial development.

Focus on key points, provide services, and deepen the "decentralization, management and service" initiatives

  The Shenzhen Stock Exchange has always insisted on integrating supervision into service, constantly optimizing service levels, and supporting listed companies in making good use of market tools such as mergers and acquisitions and reorganization, helping companies prevent and control the epidemic, serving state-owned enterprise reforms, stimulating the vitality of private enterprises, and promoting high-quality development of listed companies.

  The first is pragmatic measures to support listed companies in fighting the epidemic.

The Shenzhen Stock Exchange timely understands the difficulties of enterprises, resolves the impact of the epidemic in a timely manner, and effectively implements proactive measures such as the appropriate extension of the validity period of the restructuring financial information and the time limit for issuing the notice of the shareholders meeting after the disclosure of the restructuring plan, and supports the restructuring and The major transactions were implemented smoothly.

We will coordinate the performance of listed companies affected by the epidemic and promise to perform the supervision work, continue to provide “remote training” on M&A and restructuring, provide “door-to-door services” for areas severely affected by the epidemic, such as Hubei, and fully support the resumption of work and production.

  The second is the structural reform of the service supply side to help the reform of state-owned assets and state-owned enterprises.

2020 is the first year of the three-year action for the reform of state-owned enterprises. 67 state-owned listed companies in Shenzhen Municipality disclosed changes in control rights, the practice of mixed ownership reform was further deepened, and the distribution of state-owned capital was further optimized;

23 major asset reorganizations were implemented throughout the year. The transaction amount was 243.7 billion yuan

, which included both restructuring and transformation to relieve pressure on production and operation, and strategic mergers and acquisitions to deepen supply-side structural reforms.

China National Railway Corporation went public through *ST Xiali, helping the transformation of the company to turn losses into profits; China National Building Materials plans to inject a number of cement assets into Tianshan shares to achieve overall listing, and promote the deep integration of the cement industry.

  The third is to stimulate and release the vitality of private enterprises and small and medium-sized enterprises.

During the year, a total of 55 private enterprises in Shenzhen implemented major asset reorganizations, with a transaction amount of 104.6 billion yuan. 338 private enterprises optimized their shareholding structure by introducing strategic investment and change of control rights to further stimulate corporate development momentum, such as Tianshan Aluminum Backdoor New Territories Pump The industry has transformed into a leading domestic aluminum industry chain integrated producer with a transaction value of 17 billion yuan, which is the largest annual restructuring and listing transaction of A shares.

  The fourth is to promote the normalization of pilot projects for directional convertible bonds.

Since the implementation of the first directional convertible bond product in the entire market in December 2019, the Shenzhen Stock Exchange has continued to promote the pilot operation of directional convertible bonds and the electronic business process, standardize the healthy development of directional convertible bonds, and provide listed companies with more convenience Efficient service.

In 2020, 9 Shenzhen companies including TCL Technology and Changchun High-tech have issued directional convertible bonds as a payment tool for restructuring. The issuance scale is 1.4 billion yuan, and the number and scale of issuance have increased significantly.

More than half of the companies simultaneously issued directional convertible bonds to raise matching funds, with a total financing amount of 4.1 billion yuan, further expanding direct financing channels.

Perform duties, prevent risks, and strictly adhere to the zero tolerance bottom line

  In 2020, the Shenzhen Stock Exchange will aim to improve the effectiveness of supervision, earnestly perform its front-line supervision responsibilities, give full play to the advantages of technological supervision, strengthen prudential supervision throughout the process, and continue to increase the supervision of abnormal mergers and acquisitions.

  Grasp the front-end of information disclosure and strengthen inquiries.

A total of 123 reorganization inquiries were issued throughout the year to strengthen the supervision inquiries, focusing on the "three highs" transaction, flickering reorganization, evasion of reorganization and listing and other abnormal situations

, and issued

basic inquiries

on 22 high-risk restructuring plans. 2 or more inquiry letters.

Optimize the restructuring and restructuring of the corporate image review module, and make full use of scientific and technological supervision methods to improve the quality and efficiency of review.

Increase the reorganization response letter discussion and review link, comprehensively use various measures such as interviews, reporting, and bureau supervision and coordination to strictly control the high-risk restructuring plan and advance the market entry.

Among them, due to issues such as the reasonableness of the valuation of the reorganization target and the doubtful performance of the performance, the relevant companies have voluntarily withdrawn the materials or terminated the planning of the reorganization after strict inquiries.

  Grasp the continuous supervision of the back-end and crack down on violations.

In the daily supervision and annual report review, we pay attention to the follow-up integration of restructuring and the fulfillment of commitments, strengthen the continuous supervision of the impairment of goodwill, the precise achievement of performance commitments, and the performance of performance compensation, so as to promote the improvement of mergers and acquisitions and integration effects.

At the same time, it refines the sanctions standards for violations of restructuring performance commitments, consolidates the responsibilities of intermediaries, punishes restructuring violations strictly and promptly, and uses good information about restructuring to speculate stock prices and accurately cooperate with shareholders to reduce their holdings, and report to the case for investigation in a timely manner Disciplinary actions were taken;

23 cases of refusal to fulfill the promise of restructuring were given disciplinary actions, and 6 intermediary responsible personnel who failed to perform their duties were given disciplinary actions or self-regulatory measures


  The Shenzhen Stock Exchange stated that it will continue to implement the spirit of the Fifth Plenary Session of the 19th Central Committee of the Communist Party of China and the Central Economic Work Conference in the next step. In accordance with the work arrangements of the China Securities Regulatory Commission, it will adhere to the direction of marketization and rule of law, adhere to both supervision and service, improve system supply, and optimize Review mechanism, strengthen continuous supervision, provide "package" services in system construction, policy consultation, program implementation, training exchanges, technical support, etc., give full play to the function of mergers and acquisitions and reorganization, improve the quality of listed companies, support the transformation and upgrading of industrial structure, and better Serve the overall situation of the country’s strategy and effectively contribute to the high-level circulation of technology, capital and the real economy.

(Zhongxin Jingwei APP)