Securities Times reporter Cheng Dan

　　The A-share M&A market is gradually picking up, with 301 new corporate M&A events this year. Among them, M&A and reorganization driven by the reform of state-owned enterprises has become the main type of M&A and reorganization of listed companies.

At the same time, with the guidance of policies and changes in the market environment, the mergers and acquisitions of listed companies are no longer as blind as in the past. Most of them are based on the industrial logic of listed companies, and cross-border mergers and acquisitions and backdoors are gradually sluggish.

　　Market participants interviewed by reporters said that with the guidance of policies, it is expected that in the future, mergers and acquisitions in the field of "specialized, refined and new", with the reform of state-owned enterprises as the focus and the high-end manufacturing industry as the representative, will remain active. As the power continues to grow, high-quality mergers and acquisitions will be supported by policies, while issues such as the pricing of the underlying assets and the questionable ability of the underlying assets to continue operating will be blocked from the gate of the capital market during the review process.

　　The M&A market gradually picks up

　　Flush iFinD statistics show that, taking the date of the first announcement as the statistical basis and excluding failed M&A transactions, as of February 14, a total of 301 company mergers and acquisitions occurred in the A-share market during the year, involving more than 75.2 billion M&A funds.

　　In terms of industry types, among the 301 mergers and acquisitions mentioned above, 188 manufacturing enterprises were involved, accounting for 60%; in terms of enterprise types, among these mergers and acquisitions, there were 92 projects involving state-controlled listed companies, accounting for 60% of the total. than about 30.56%.

Specifically, it includes 22 central state-owned listed companies, 39 provincial state-owned listed companies, 27 prefecture and municipal state-owned listed companies and 4 other state-owned listed companies.

　　Li Kang, chief economist of Xiangcai Securities and director of the research institute, said that under the background of economic structural transformation and industrial upgrading, it is expected that the high-end manufacturing industry is expected to maintain a high prosperity for a long time in the future.

In addition to policy support, domestic substitution and the huge domestic market space are very favorable supporting factors for its promotion of M&A financing.

With the repeated mention of "specialized, specialized, and new" since last year, it is expected that mergers and acquisitions in the "specialized, specialized, and new" fields represented by state-owned enterprise reform and high-end manufacturing will remain active in the future, and related companies are expected to use the power of the capital market. growing up.

　　For most companies, under the background of the opening of the registration system of the Science and Technology Innovation Board and the ChiNext Board and the official opening of the Beijing Stock Exchange, backdoor listing is not the best way. As a result, the valuation of the M&A market is at a disadvantage compared to IPO companies.

　　However, since the second half of last year, the A-share market has gradually experienced frequent new stock breakouts, and the market valuation and liquidity of small-cap stocks and underperforming stocks have shrunk.

Yang Delong, chief economist of Qianhai Open Source Fund, pointed out that with the steady advancement of the registration system, the valuation of IPOs will accelerate back to a reasonable range, and the gap with the valuation of mergers and acquisitions will gradually narrow.

When IPOs frequently break on the first day of listing, the valuation advantage of IPOs will no longer lead to mergers and acquisitions by a large margin, the mentality of business owners will also change, and new opportunities for mergers and acquisitions will follow.

　　It is worth noting that the M&A transaction amount of the above-mentioned projects is not high, and only 5 companies have M&A funds exceeding 1 billion yuan.

Under the influence of factors such as the guidance of regulatory policies, restrictions on high-premium transactions, and the limited capital chain of enterprises, the mergers and acquisitions of listed companies are no longer as blind as in the past, but focus on the industrial logic of listed companies. Industry mergers and acquisitions and backdoors are gradually sluggish.

Looking at the time, among the major restructuring cases disclosed since 2021, there are only 9 mergers and acquisitions for the purpose of "backdoor listing", of which 4 have failed, and the remaining Wengfu Group's backdoor Zhongyi has just been approved by the shareholders' meeting. , is the fastest-growing example.

　　Quality is King

　　Strictly check the entry level

　　Although the efficiency of M&A and reorganization review has been significantly improved, the situation of strict supervision of the entry level has not changed. This year, one company's merger and reorganization review project has not been passed.

　　On January 26, Asia Potash International's issue of shares to purchase assets was rejected by the China Securities Regulatory Commission.

The M&A and Restructuring Committee of the China Securities Regulatory Commission stated that after the completion of this transaction, the target assets will be put into production on schedule in the future, and there will be great uncertainty in the operation, which does not comply with the "Administrative Measures for the Major Asset Restructuring of Listed Companies".

Previously, Asia Potash International planned to purchase a 56% stake in Beijing Agricultural Potash Resources Technology Co., Ltd. by issuing shares and paying cash and raising funds.

　　Generally speaking, most of the rejected projects have doubts about the pricing of the underlying assets, the ability of the underlying assets to continue operating, and goodwill.

Such as the previously rejected case of the acquisition of Hesanli by Letong Shares, it was questioned by the China Securities Regulatory Commission that "the fairness of the pricing of the underlying assets was not fully disclosed, and it was not fully explained that this transaction is conducive to improving the asset quality of listed companies and enhancing sustainable profitability." , Yushun Electronics' acquisition of Qianhai Shouke was questioned by the China Securities Regulatory Commission, "the core competitiveness of the underlying assets is doubtful, and the goodwill accounts for a large proportion after the transaction is completed, which is not conducive to improving the quality of listed companies"; Ruitai Technology acquired Wuhan Refractory and Ruitai Ma In the case of Gang, in addition to being questioned whether it can "enhance the independence and sustainable profitability of listed companies", the CSRC also pointed out that "the failure to fully disclose this transaction is conducive to reducing related transactions and avoiding horizontal competition."

　　"The quality of the project and whether the pricing is reasonable are the keys to the success of mergers and acquisitions." Yang Delong said that taking small and medium-sized enterprises as an example, their mergers and acquisitions can often use the capital market for financing, pricing and faster formation of scale effects, and, Industrial mergers and acquisitions will become the mainstream of the mergers and acquisitions market, and leading companies and companies with core competitiveness that have high merger and integration capabilities, especially those with high stock price growth in recent years, will become the priority beneficiaries after the rebound of the new round of mergers and acquisitions market.