Economy

New regulations on mergers and acquisitions help central and state-owned enterprises accelerate integration and upgrading

2025-08-21   

Currently, mergers and acquisitions in the A-share market continue to be active, with "heavyweight" central and state-owned enterprise mergers and acquisitions making continuous progress, and innovative merger and acquisition cases emerging one after another. On the evening of August 15th, China Shenhua disclosed its restructuring plan to the public. The company plans to purchase the equity of the target company held by its controlling shareholders, National Energy Investment Group and National Energy Group Western Energy Investment Co., Ltd., through the issuance of A-shares and cash payments, and raise matching funds on A-shares, involving a total of 13 companies. This restructuring will fundamentally improve the business overlap between the controlling shareholder and the listed company in the field of coal resource development, resolve industry competition, significantly enhance China Shenhua's coal resource strategic reserves and integrated operation capabilities, and achieve a leapfrog growth in the total amount of resources of the listed company. The restructuring of China Shenhua is a microcosm of the wave of mergers and acquisitions. From January to July this year, listed companies have disclosed over 1000 asset restructurings, which is 1.4 times higher than the same period last year. Among them, there were 133 major asset restructurings, which is 2.7 times higher than the same period last year. Institutional innovation in mergers and acquisitions is an important catalyst. Since 2024, the China Securities Regulatory Commission has continuously optimized the policy system for mergers and acquisitions, encouraging listed companies to enhance their core competitiveness through resource integration. In September 2024, the "Opinions on Deepening the Market Reform of Mergers and Acquisitions of Listed Companies" (referred to as the "Six Articles on Mergers and Acquisitions") will be released; In May 2025, in order to implement the requirements of the "Several Opinions of the State Council on Strengthening Supervision, Preventing Risks, and Promoting High quality Development of the Capital Market" and other documents, the "Decision on Amending the Management Measures for Major Asset Restructuring of Listed Companies" will be issued. Afterwards, all measures of the "Six Measures for Mergers and Acquisitions" were fully implemented, further unleashing market vitality. As a package of incremental policies, the "Six Measures for Mergers and Acquisitions" support listed companies to transform and upgrade towards new quality productivity. The China Securities Regulatory Commission actively supports listed companies to carry out mergers and acquisitions around strategic emerging industries, future industries, etc., including cross industry mergers and acquisitions based on transformation and upgrading goals, unprofitable asset acquisitions that help to supplement and strengthen chains and improve key technological levels, as well as supporting companies in the "two innovation" sector to acquire upstream and downstream assets in the industrial chain, guiding more resource elements to gather towards new quality productivity. Encourage listed companies to strengthen industrial integration. While supporting the development of emerging industries, the capital market will continue to assist traditional industries in improving industrial concentration and resource allocation efficiency through rational restructuring. The integration needs between listed companies will be supported through improving the lock up period regulations and significantly simplifying the audit procedures. At the same time, private equity funds are encouraged to actively participate in mergers and acquisitions through arrangements such as lock up periods and reverse linkage. In addition, it is necessary to improve regulatory inclusiveness, transaction efficiency, enhance intermediary service levels, and clarify the need to strengthen supervision. The market size and activity of mergers and acquisitions have significantly increased. Since the release of the "Six Measures for Mergers and Acquisitions", as of the end of July 2025, listed companies have disclosed more than 1800 asset restructurings, including 208 major asset restructurings. Driven by policy support and industrial upgrading, a series of landmark cases have been implemented one after another. Fang Yi, Chief Analyst of Strategy at Guotai Haitong Securities, said that taking the Science and Technology Innovation Board as an example, a number of innovative demonstration cases such as targeted convertible bond restructuring, absorption and merger, and "A controls H" have been successively implemented. Unlike the past emphasis on valuation driven M&A logic, this restructuring boom mainly revolves around the industry logic of "strengthening the body", enhancing corporate profitability through industry restructuring and upstream and downstream integration. Behind the wave of mergers and acquisitions, it cannot be separated from the encouragement of macro policies. The State owned Assets Supervision and Administration Commission of the State Council has repeatedly emphasized the encouragement of central enterprises to hold shares in listed companies, actively carry out mergers and acquisitions that are conducive to improving investment value, focus on integrating high-quality assets in key links of the industrial and supply chains, promote further aggregation of internal resources of enterprises, and enhance their core competitiveness and investment value. Taking China Shenhua as an example, this restructuring injects high-quality assets into the listed company system as a whole, fulfilling the capital market commitments since 2005, while fully considering the protection of the interests of small and medium-sized shareholders. This restructuring adopts the payment consideration method of "shares+cash", which helps to enhance profitability. Through the power of the capital market, it promotes resource integration and value creation, injects new momentum into the high-quality development of listed companies, and is a landmark project for state-owned enterprises to actively respond to the national policy of encouraging mergers and acquisitions. It demonstrates the leading role of state-owned enterprises in capital market reform. Experts say that accelerating the integration, upgrading, and transformation of central and state-owned enterprises not only involves the need for optimizing economic structure, but also reflects the consideration of continuously improving the investment value of listed companies in the capital market, and has deeper intentions at the national strategic level. On the one hand, accelerating the integration of central and state-owned enterprises can help form industry leaders, enhance concentration, reduce homogeneous competition, optimize industrial chain division of labor, improve collaborative efficiency, and enhance international competitiveness; On the other hand, it is conducive to promoting the integration of state-owned assets into strategic emerging industries and high-tech fields, and playing a more important role in future industries. Against the backdrop of global geopolitical instability and intensified power struggles, the integration of central and state-owned enterprises is also aimed at strategic security, independent and controllable layout of industrial and supply chains. In addition, it can also promote the transformation of the state-owned asset supervision model from "asset management" to "capital management". For the capital market, listed companies use mergers and acquisitions to improve quality and efficiency, enhance core competitiveness, enhance the attractiveness of the capital market, and demonstrate China's determination to deepen supply side structural reform and improve governance capabilities, which helps to stabilize the market, stabilize expectations, and strengthen confidence. Tian Xuan, Dean of the National Institute of Finance at Tsinghua University, suggests that in the next step, payment tools for mergers and acquisitions can be further enriched, such as preferred stocks, to reduce transaction costs, encourage mergers and acquisitions integration between unprofitable enterprises, and promote technological integration and industrial chain synergy. (New Society)

Edit:Yao jue Responsible editor:Xie Tunan

Source:Economic Daily

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