fierce3penn|主动退市！上市公司"A并A"在路上

With the frequent emergence of "A control A" mode in recent yearsFierce3pennHow far is the normal absorption merger without the same control?

On April 30, the Shanghai and Shenzhen exchanges issued the rules for the examination and approval of Major assets reorganization of listed companies, which improved the policy of absorption and merger. As one of the types of mergers and acquisitions, absorption mergers among listed companies are actually very rare in the A-share market, especially under the same control, "An absorption merger A" has not been successfully implemented. Since the beginning of this year, the CSRC has rarely spoken out many times to encourage absorption and merger.

Some brokerage investment bankers told brokerage Chinese reporters that this is mainly because absorption and merger is conducive to industrial consolidation, and it is also one of the ways for low-quality and inefficient "little old trees" (that is, due to limitations after years of development) listed companies to "take the initiative to delist". In the view of regulation, delisting can be achieved a "soft landing".

However, several investment bankers interviewed also said that absorption mergers are more complex and may cost more to pay than the "A-control A" model that has emerged in recent years.

Another investment banker believes that in order to improve the market's acceptance of absorption and merger, in addition to policy encouragement and improving the mechanism, it is also necessary to reduce the "shell value" and crack down on the atmosphere of "shell speculation." On April 30, both the Shanghai and Shenzhen exchanges expressed that they would take more measures to further reduce the value of "shell" resources.

Several investment bankers are looking forward to breaking the ice for market-oriented mergers and acquisitions between listed companies that are not under the same control as regulatory incentives for mergers and acquisitions and increased demand for mergers and acquisitions.

Encourage delisting "soft landing"

On April 30, the Shanghai and Shenzhen stock exchanges issued the revised "stock listing rules", which were called "the strictest new delisting rules" by the market, mainly because the regulation further tightened the standard of "compulsory delisting". With the continuous improvement of the delisting mechanism, the "metabolism" of A shares is expected to accelerate.

As a matter of fact, apart from "compulsory delisting", "voluntary delisting" is also expected by regulation. Take mature overseas markets as an example, "active delisting" includes privatization delisting, changing board delisting, M & A delisting and so on. In the view of people in the industry, the "little old tree" listed companies in the A-share market can be delisted through "being absorbed and merged".

Since the beginning of this year, regulators have repeatedly spoken out on different occasions to encourage absorption and merger. According to brokerage Chinese reporters learned exclusively from brokerage personages, at a business training on mergers and acquisitions at the end of March, relevant people at the regulatory level declared to the investment banks of brokerages that they supported absorption and merger, believing that it was an effective way to clear inefficient listed companies in the market, and that it was a "soft landing" than forced delisting, and regulators in particular encouraged absorption and merger under different control in training.

On April 12, the Securities Regulatory Commission issued the opinions on the strict implementation of the delisting system, in which it is clear that diversified exit channels should be gradually broadened. First, take high-quality head companies as the "main force" to promote absorption and merger among listed companies. The second is to take industrial mergers and acquisitions as the main line to support the implementation of market-oriented absorption and merger of the same industry, upstream and downstream among listed companies under different control. The third is to improve the relevant policies on absorption and merger, and break through the "blocking points" of cross-plate absorption and merger, such as the suitability requirements of investors.

On April 30, the Shanghai and Shenzhen exchanges issued the rules for the examination of Major Asset reorganization of listed companies, supporting the absorption and merger between listed companies, and clearly absorbing the relevant subjects of shares acquired in the merger that do not meet the requirements of investor appropriateness management, may continue to hold or sell the corresponding shares in accordance with the regulations.

Absorption and merger also helps to promote industrial integration. An investment banker of a small and medium-sized securities firm in eastern China told Chinese reporters that through absorption and merger, listed companies can integrate their own superior resources, improve the efficiency of comprehensive utilization of resources, and further optimize the allocation of resources in the industry; increase the market share of the main body after the merger, achieve economies of scale, and improve the ability to resist risks.

Investment bankers of a large securities firm also have a similar view, "M & An is an important way for listed companies to transform and upgrade, become stronger and bigger." The absorption and merger between listed companies is conducive to horizontal or vertical integration between listed companies in the same industry, improve anti-cyclical ability and market share, help to eliminate inefficient competition, take on high management and management efficiency, and belong to the combination of strong and strong. "

What's the difficulty?

However, there are only a few cases of mergers and acquisitions among listed companies in the A-share market. The "A-control A" mode has appeared repeatedly in recent years, but it is not the mainstream of the market, and absorption and merger is even more rare.

Oriental Fortune Choice data show that from 2020 to now, only 9 A shares have been absorbed and merged, namely AVIC Electronics (600372), AVIC Machinery (002013), Xugong Machinery (000425), Wangfujing (600859), Gezhouba (600068), Guanhao High-tech (600433), and Dalian Port (600317). Dongbei Group absorbed and merged Dongbei B.

As can be seen from the above cases, some belong to the absorption and merger between listed companies, and some belong to the absorption and merger between listed companies and non-listed companies. These cases mainly occurred between companies under the same control, and most of them had the background of central state-owned enterprises integrating assets; some companies were also in order to realize the conversion of "B shares into A shares".

Talking about the reasons for the small number of absorption and merger cases, a person in the merger and acquisition business of a leading securities firm believes that the absorption and merger of listed companies under different control involves the combination of two independent listed companies, and there are a lot of technical difficulties and commercial arrangements to be considered. complexity and difficulty are high.

It is understood that after the absorption and merger of listed companies, all the assets, liabilities, personnel and qualifications of the merged party will be inherited by the merged party and cancelled by the merged party. There will be a number of problems in practice.

The investment banker of a small and medium-sized securities firm in eastern China mentioned that in order to protect the interests of the minority shareholders of the listed companies of both sides, the merger usually provides acquisition claims and cash options to the dissenting shareholders of the merging party, resulting in greater pressure on cash payment in the merger.

"at the same time, there is uncertainty as to whether the business qualifications, patents and other intangible assets of the merged subject, as well as the preferential policies that can be enjoyed, can be successfully inherited by the merging party after cancellation. In addition, from the number of'A-controlled A 'cases in recent years, this kind of controlling equity transfer is easier to reach the transaction intention than the' absorption merger', the transaction cost is lower, and can also achieve the purpose of coordination. " The East China brokerage investment banker added.

Further reduce the "shell value"

除了实践操作难度外，在多名市场人士看来，吸收合并案例数量稀少的另一大重要原因在于“土壤不足”。

上海一家券商并购业务人士表示，“在还没有把‘壳价值’打下来之前，非同一控制下上市公司之间的吸收合并不具有可行性。至少被吸并方不愿意。”

在该人士看来，尽管近年来A股“借壳上市”案例数量已减少，但二级市场中的“借壳上市”概念被反复炒作，尤其自去年下半年以来IPO节奏放缓后，“炒壳”风气一度盛行，部分小市值公司及绩差公司在重组预期的强烈刺激下走出快速上扬行情，甚至股价翻番。

不过监管已计划对“空壳僵尸”重拳出击。4月30日，沪深交易所表示，为避免本应出清的“空壳僵尸”“害群之马”借“忽悠式”重组、“三高”并购、盲目跨界收购等配合大股东套现离场、规避退市，下一步将对“壳”公司重大资产重组进行精细化监管，从严监管因缺乏持续经营能力进而触及收入利润指标被*ST的公司、濒临交易类退市指标的公司筹划重大资产重组，严防违规“保壳”“炒壳”；对其fierce3penn他*ST、ST等公司重大资产重组提高现场检查覆盖面，切实把好标的资产质量关。

展望未来，多名投行人士看好更多市场化吸收合并案例的出现。上述上海某券商并购人士表示，“上市公司间市场化的并购重组”是反映资本市场存量资源优化配置功能的最敏感的指标，也是反映产业动态整合活跃度的最明显指标，相比于“A控A”，市场化“A并A”更富有指标意义，但A股至今未出现市场化的“A并A”成功案例，随着证监会鼓励吸收合并，市场化“A并A”有望开创先河。

前述大型券商投行人士也表示，随着并购重组需求的进一步增加，非同控上市公司之间的市场化合并有望破冰。