Every reporter Zhang Baolian and every editor Dong Xingsheng

On September 24, Wu Qing, chairman of the China Securities Regulatory Commission, said at a press conference of the State Council Information Office that mergers and acquisitions are a major event in the capital market, and it is a very important function of the capital market to further promote the effective allocation of resources by supporting enterprise mergers and acquisitions. At that time, Wu Qing mentioned that the China Securities Regulatory Commission (CSRC) had studied and formulated the "Opinions on Deepening the Market Reform of Mergers and Acquisitions of Listed Companies" (i.e., the "Six Articles on Mergers and Acquisitions"), adhered to the direction of marketization, and better played the role of the capital market as the main channel in mergers and acquisitions.

Subsequently, the China Securities Regulatory Commission officially issued the "Six Articles on Mergers and Acquisitions". With the support of policies, listed companies have accelerated the pace of mergers and acquisitions and resource integration. The "Six Mergers and Acquisitions" have been released for more than two months, and from the data point of view, the stimulus effect is remarkable.

Previously, on November 19, Wu Qing said that since the beginning of this year, there have been about 3,000 mergers and acquisitions in the whole market; Since the release of the "Six Mergers and Acquisitions" in September, more than 260 listed companies have disclosed asset restructuring matters (as of that time), and emerging industries have become the key areas of mergers and acquisitions.

According to the incomplete statistics of the reporter of the "Daily Economic News", from the release of the policy to December 10, the number of announcements related to mergers and acquisitions of A-share listed companies has reached 2,026, including the first disclosure and the announcement of progress and results, compared with the same period last year, the number has doubled.

Looking back at the wave of Internet mergers and acquisitions around 2015 and the wave of technology mergers and acquisitions around 2021, the arrival of each wave of mergers and acquisitions is a golden period of industrial transformation and upgrading, and many giant enterprises have also been born. Can this M&A boom open the era of "great reshuffle" of alternating between the old and the new?

Liu Jianfeng, general manager and investment director of Shenzhen Lancheng Assets, told reporters: "The national level has issued relevant industry development guidelines, and some places have begun to introduce detailed rules, with the aim of enabling various industries to compete and develop healthily, and to carry out mergers and acquisitions of resources, capital and technology on the supply side, so that enterprises can give full play to their advantages and become stronger and bigger." ”

The reporter of "Daily Economic News" found that since the release of the "Six Mergers and Acquisitions", listed companies have responded strongly, mergers and acquisitions have been frequent, and resource integration has been accelerating. According to incomplete statistics from iFinD, from September 24 to December 10, a total of 1,153 A-share listed companies issued M&A-related announcements.

Judging from the number of M&A-related announcements alone, the number of M&A-related announcements has doubled compared with the same period last year in the more than two months since the release of the "M&A Six". From the release of the policy to December 10, A-share listed companies have disclosed 1,493 M&A announcements for the first time, and the total number of M&A announcements has reached 2,026, including progress announcements and result announcements. If you add the merger-related announcements disclosed on the New Third Board, this number is even larger, and the number of relevant announcements reaches 2,654.

In terms of time periods, in the last week of September, the number of relevant announcements reached 247, which was 2.3 times that of the same period last year; the number of announcements in October was 883, which was twice that of the same period last year; November ushered in a small peak of mergers and acquisitions, with a total of 1,074 mergers and acquisitions related announcements in that month, with an average of more than 50 related announcements in a single trading day, which was 1.87 times that of the same period last year; from December 1 to 10, the number of relevant announcements was 450, twice that of the same period last year.

Mergers and acquisitions related announcements Quantity unit: Article Data source: iFinD

The number of announcements has risen sharply, reflecting the enthusiasm for mergers and acquisitions in the market. However, more attention has been paid to which industries listed companies will take the initiative, how to choose M&A targets, and the types, motivations and results of M&A.

According to the requirements of the "Six M&A Articles", two types of M&A transactions will be supported. The first is to support the transformation and upgrading of listed companies in the direction of new quality productivity. Support listed companies to carry out mergers and acquisitions around strategic emerging industries and future industries, including cross-industry mergers and acquisitions based on transformation and upgrading, the acquisition of unprofitable assets that help strengthen the chain and improve the level of key technologies, and support the mergers and acquisitions of upstream and downstream assets of the industrial chain by companies in the "two innovations" sector, so as to guide more resource elements to gather in the direction of new quality productivity.

The second is to encourage listed companies to strengthen industrial integration. While supporting the development of emerging industries, the capital market will continue to help traditional industries rationally improve industrial concentration and improve resource allocation efficiency through restructuring. The need for integration between listed companies will be supported by improving the provisions on the restricted sale period and greatly simplifying the review process. At the same time, through arrangements such as "reverse linkage" during the lock-up period, private investment funds are encouraged to actively participate in mergers and acquisitions.

In a large number of mergers and acquisitions, some listed companies mainly engaged in traditional businesses are planning to introduce new actual controllers and controlling shareholders to plan the development of new quality productivity; There are also some enterprises through vertical mergers and acquisitions, deep into both ends of the industrial chain, bigger and stronger their own strength.

According to the reporter's statistics, from the perspective of the industries in which the relevant listed companies are located, the top ten industries in terms of the number of mergers and acquisitions related to the number of announcements are machinery and equipment, electronics, power equipment, medicine and biology, automobiles, basic chemicals, computers, public utilities, real estate, and building decoration.

M&A announcementTop 10 in the industry of listed companies Data source: iFinD

A few days ago, a person from a listed company on the Science and Technology Innovation Board who introduced a new controlling shareholder told reporters that through the combination of state-owned central enterprises, cutting-edge scientific research institutions and science and technology enterprises, focusing on multi-party research advantages and innovation resources to carry out collaborative research, and integrating the "private placement of listed companies + mergers and acquisitions of central enterprises" plan, it is an important embodiment of actively practicing the new "National Nine Articles" and the "Six Mergers and Acquisitions" of the China Securities Regulatory Commission.

The reporter further screened and analyzed the main board, gem and science and technology innovation board companies that issued mergers and acquisitions-related announcements and found that as of December 10, there were 24 companies with a market value of 100 billion yuan and above, although the number was the smallest, but the total market value reached 4.6 trillion yuan, and there were 37 enterprises with a market value of 500-100 billion yuan (exclusive), which was relatively small, with a total market value of 2.58 trillion yuan.

The number of enterprises with a market value of 100-50 billion yuan (exclusive) reached 299, with a total market value of 6 trillion yuan to support the "beam" of the merger and acquisition tide. The largest number of enterprises with a market value of less than 10 billion yuan is 763, accounting for more than 50%. On the one hand, this is related to the "pyramid" structure of the market; On the other hand, a large number of small and medium-capitalization enterprises have made an important contribution to the diversity and vitality of the market due to their large number.

Source: iFinD

Due to the different characteristics of enterprises attracted by different sectors, from the analysis of the listed sector, the business of listed companies on the main board is mature, and 773 listed companies on the main board have issued mergers and acquisitions, seeking to achieve business expansion, resource integration or strategic transformation through mergers and acquisitions, accounting for 24% of the total number of enterprises in this sector.

The GEM mainly serves innovative and growing enterprises, and the GEM listed companies usually have high growth potential and innovation capabilities, and about 19% of the GEM companies have issued M&A-related announcements, indicating that the activity of the GEM is also in a high state. The enterprises on the STAR Market are themselves scientific and technological innovation enterprises, and the activity of M&A activities is lower than that of the main board and the ChiNext board. Judging from the trend, listed companies on the main board and the Growth Enterprise Market are expected to become the main force of this merger and acquisition wave.

Source: iFinD

In terms of the distribution of M&A types, equity acquisitions occupy a dominant position, accounting for more than 80% of all M&A-related announcements. The second is the distribution of capital and M&A types, including intangible assets and physical assets, and a small number of enterprises are traded in the form of debt-to-equity swaps.

Source: iFinD

In terms of transaction methods, the statistics of 1,493 M&A-related announcements disclosed for the first time still show that cash transactions are the most common method. According to statistics, there were 1,039 M&A announcements showing that the transaction method was clearly cash, accounting for about 69% of the total number of announcements. This also means that sufficient cash flow has played a role in facilitating the transaction and making the transaction easier, avoiding the instability of control caused by equity transactions, but also the need to be wary of the risks under cash transactions. For listed companies, under the purchase of large amounts, the use of cash to purchase needs to have sufficient cash flow support.

Source: iFinD

In contrast, the number of announcements to acquire equity by way of private placement is relatively small, only 34. In addition, there are a small number of enterprises that transfer or acquire assets without compensation.

Although it is difficult to observe the full picture of the policy effect in the short term, from the analysis of the information obtained so far, it can be found that M&A has achieved initial results.

The first is to give the market a boost. As of the close of trading on December 10, the stock prices of 1,146 listed companies (excluding 7 suspended companies) that issued M&A-related announcements increased by 46.6% on average compared with the closing price on September 24, which was higher than the overall increase in A-share stocks. From the market's point of view, mergers and acquisitions can inject new business or products into the company, or integrate resources into the industry. In a transaction that triggers a change of control, it means that the company's main business or strategic plan will change in the future, or a more powerful controlling shareholder or actual controller will be introduced, which will bring new development power to the listed company.

According to the reporter's statistics, from September 24th to December 10th, the above 1,146 listed companies had an average of 2 daily limits per company. If the impact of ST stocks is excluded, there are 29 companies with 10 or more daily limits in the highest range, 102 companies with 5-10 times, and 533 companies with 1-5 daily limits.

Source: Wind

Once the keyword "M&A and restructuring" is triggered, the stock prices of more companies begin to rise. For example, Songfa shares issued a major asset restructuring suspension announcement after trading on September 30, and after the resumption of trading on October 17, the stock price ushered in "14 consecutive boards". After the completion of the transaction, Songfa Co., Ltd. (SH603268) will officially withdraw from the daily ceramic products manufacturing industry, and its main business will become the research and development, production and sales of ships and high-end equipment. Yuanda Environmental Protection was suspended after disclosing the news of major asset restructuring after trading on September 30, and the stock hit a "10 consecutive board" after the resumption of trading. After the completion of the transaction, Yuanda Environmental Protection (SH600292) will be built into an integrated platform for's domestic hydropower assets to enhance the company's competitiveness in the hydropower field.

Second, mergers and acquisitions are moving in the direction of industrial integration and new quality productivity.

In order to facilitate observation and statistics, the acquisition of target assets in the same industry by enterprises is regarded as the vertical integration of industrial chain resources, and the cross-industry acquisition of enterprises is regarded as horizontal cross-border. For example, Gaoling Information (SH688175), which is mainly engaged in military telecommunications network communication equipment and other businesses, plans to acquire 5G communication technology companies that are vertically integrated, and retail enterprise Youa Co., Ltd. (SZ002277) plans to acquire semiconductor companies is horizontal cross-border. We got the following data:

Source: Wind

As can be seen from the figure above, among the 34 target assets acquired by listed companies and constituted major asset restructuring, 27 are from private enterprises and 6 are from central state-owned enterprises. Among them, the number of mergers and acquisitions of private enterprises in vertical optimization and integration is more, while central state-owned enterprises prefer horizontal cross-border.

According to Wind statistics, among the above 34 underlying assets, 8 are located in the semiconductor industry, semiconductor is the most favored industry in mergers and acquisitions, located in technical hardware and equipment, electronic equipment and instruments, software and information technology There are 3 each, in addition to companies from electric power, special chemicals, communication equipment and other industries.

Source: Wind

It should be noted that although the market is optimistic about mergers and acquisitions, it still needs to pay attention to the risks brought about by blind cross-border mergers and acquisitions and possible related party transactions. The reporter counted 1,209 announcements that disclosed transaction details and found that 30% of them were related party transactions.

Liu Jianfeng told reporters that the concept of mergers and acquisitions will become a repeatedly active investment direction in a large cycle, and related companies will have the expectation of asset technology injection and integration, thereby raising the price of related companies' stocks.

"Operationally, investors should carefully screen whether the company is really implementing the M&A and restructuring plan, rather than just staying at the concept. Based on our past experience, we tend to give preference to companies in various industries that have the expectation of restructuring and M&A of central state-owned enterprises. In addition, investors should pay attention to the investment and trading plan, you can look for the industry and direction that has just started, and avoid companies that have already risen significantly, especially stocks that have continued to rise and fall, and should be cautious to participate. Liu Jianfeng said.