On the night of December 1, 2025, Beijing's Financial Street was brightly lit. For the chairmen and secretaries of over 30 *ST-listed companies on the A-share market, it was a night more agonizing and desperate than New Year's Eve.
This day marked the final substantive window for regulators to issue "no-objection letters" (colloquially known as "road passes") for bankruptcy restructuring. Securing this document would allow these companies to knock on the doors of local courts, using financial maneuvers like "debt forgiveness + capital reserve conversion" to whitewash their insolvent mess overnight and retain their invaluable listing status. Without it, only one fate awaited them: delisting at face value.
No miracles, only judgment.
According to core market sources, as of December 1, only 14 out of the 30+ companies attempting restructuring this year had obtained the coveted pass—a rejection rate exceeding 50%. This marked a historic turning point for the A-share market.
Once considered a "get-out-of-jail-free card" for ST stocks, bankruptcy restructuring had long been a feast for capital predators hunting shell resources. But by the end of 2025, this golden ticket had expired, and the feast was abruptly terminated.
Why were road passes so hard to obtain this year? How did regulators see through seemingly flawless restructuring plans? Behind this life-and-death game, what "ultimate weapon" did regulators deploy?
### The Road Pass: A Single Sheet, Billions at Stake First, it's crucial to understand why these ST companies were so desperate for the pass.
In the A-share market, ST companies typically have two survival strategies by year-end: 1. **Struggle through**: Sell assets or rely on government subsidies to turn losses into profits (increasingly difficult now). 2. **Give up and restructure**: File for bankruptcy restructuring.
The magic of restructuring lies in turning a "dead end" into a lifeline. In simple terms, a court acts as a mediator, telling creditors: "The company owes you 1 billion but only has 100 million left. Either everyone loses everything (liquidation), or you accept a 20% haircut (restructuring) in exchange for equity, allowing the company to survive and its stock to rebound."
Most creditors, albeit tearfully, choose the latter.
However, court approval for restructuring hinges on one precondition: obtaining a "no-objection letter" from the CSRC and stock exchanges—the legendary "road pass."
Before 2023, securing this pass was relatively easy. For the sake of local stability and employment, regulators often turned a blind eye as long as the plan wasn’t too outrageous and someone was willing to take over.
But by 2025, the winds had shifted drastically.
**Key Data:** - 2023: Restructuring approval rate ~75% - 2024: Dropped to ~60% - 2025 (as of Dec. 1): Approval rate fell below 50%
Regulators had awakened to a harsh truth: allowing zombie companies to survive through restructuring was not only an insult to well-run firms but also a mockery of delisting mechanisms.
Thus, an invisible "kill order" was issued: **No road passes for financial engineering without industrial logic.**
### The Battle: Who’s Pretending to Be a "White Knight"? A war of "disguise vs. exposure" unfolded among the rejected companies.
To secure the life-saving pass, these firms staged the most absurd yet elaborate "makeover" in A-share history. Flipping through their hundreds-page restructuring drafts (Pre-packaged Plans), one striking commonality emerged: **all junk assets were cloaked in the glamorous guise of "new quality productive forces."**
To deceive regulators, these companies enlisted mysterious "white knights." Behind closed doors in hearings, three rounds of deadly duels unfolded—less an audit, more a minefield.
#### **Round 1: The Industrial Synergy Debate** **"You’re in textiles—why pivot to AI?"** One *ST textile company (on the brink of delisting) brought in an investor named "XX Intelligent Computing."
*ST Company (tearfully):* "Regulators, traditional textiles are unsustainable. XX Intelligent Computing owns globally leading computing power scheduling tech. They’ll inject cutting-edge AI operations, transforming us from 'fabric weavers' to 'computing power providers'!"
*Subtext:* "Never mind the actual business—just hype the concept, pump the stock, and everyone cashes out."
*Regulators’ Counter:* Ignoring the PPT, they slapped down an electricity bill and due diligence report.
*Regulator (smirking):* "Transformation? We visited XX Intelligent Computing. Their 'globally leading' setup? Half a floor of office space with five unplugged servers."
*Killer Blow:* "A textile firm with no IT department and a computing 'expert' without NVIDIA GPU invoices? Your only 'synergy' is stock manipulation. **Rejected!**"
#### **Round 2: The Funding Source Debate** **"Where did this 500 million really come from?"** Another *ST chemical company partnered with an island-registered "XX Industrial Fund."
*ST Company (confidently):* "The funding is solid! XX Fund manages 10B+ assets and committed 500M cash—all real money! They believe in our value!"
*Subtext:* "Who cares where the money comes from? Just pay the debts and keep us alive."
*Regulators’ Counter:* Pointing to a multi-layered ownership chart, the regulator’s finger tapped loudly.
*Regulator (sternly):* "Value belief? We traced four ownership layers. XX Fund’s LPs include relatives of your top 10 shareholders and bridge loans from underground lenders."
*Killer Blow:* "This 500M isn’t real capital—it’s 15% interest loan sharks. You’re mortgaging listed shares to borrow from loan sharks? **Rejected!**"
#### **Round 3: The Sweetheart Deal Debate** **"Why no performance guarantees?"** The most sophisticated play: a *ST company partnered with a legit investor but structured bizarre terms.
*ST Company (pleading):* "Our investor is taking a 'financial stake'—no operations, no VAMs. They’re giving us breathing room in this downturn!"
*Subtext:* "No guarantees = no pressure. Buy cheap shares, unlock, and flee—our backroom deal."
*Regulators’ Counter:* One soul-piercing question.
*Regulator (sharply):* "Breathing room? Current stock price: 3 yuan. Restructuring price: 0.8 yuan. They buy at a 73% discount but promise zero future profits?"
*Killer Blow:* "This isn’t patience—it’s looting. You’re conspiring to expropriate minority shareholders. If they truly believed in you, why a mere 12-month lockup? They’re not shareholders—they’re corpse movers. **Rejected!**"
### The Logic Shift: From "Ambulance" to "Crematorium" The 14 approved survivors shared starkly different traits from the rejects:
**Survivors’ Traits:** - **Real Industry:** Investors were industry leaders, contributing capital, orders, tech, and channels. - **Real Concessions:** Major shareholders diluted equity or ceded control under strict performance clauses.
This signaled a paradigm shift: **Restructuring is no longer a rescue mission but a filter.** Only temporarily distressed firms with sound fundamentals qualify. Zombie companies? Straight to the "crematorium."
### The Twilight of ST Gamblers For investors still betting on ST turnarounds, 2025’s winter was a wake-up call.
**Three Trends to Note:** 1. **Shell Value = Zero:** Without a road pass, a shell is worthless. "Market cap just 1B" is no longer a bargain—it can drop to zero. 2. **Insider Tips Useless:** Even if a plan seems flawless, no pass means no play. 3. **Avoid "Three-No" STs:** No core business, no real investors, no assets? Expect mass delistings in 2026.
**Final Warning:** What looks like a "bargain" in ST stocks may just be the last meal before execution.
In 2025, all shortcuts became dead ends.
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