This year, the mergers and acquisitions market has experienced a long-awaited boom. Statistics show that significant asset reorganizations in the A-share market have exceeded 200 deals year-to-date, representing an increase of approximately 140% compared to the full year last year. The number of companies reviewed by the M&A restructuring committee has reached 40, a surge of 170% year-over-year. Payment methods for mergers have also diversified, with some listed companies utilizing methods such as stock issuance, targeted convertible bonds, private placements for fundraising, and acquisition loans to execute deals. However, the year has also seen its share of failed restructuring attempts, indicating that M&A activities are not without challenges.
The review process for restructurings has accelerated significantly. Since the beginning of the year, the Shenzhen market has seen 1,104 newly disclosed M&A deals with a total value of 553.7 billion yuan, increasing by 54% and 55% respectively year-over-year. Among these, newly disclosed significant asset reorganizations surpassed 100 deals, a 60% increase, clearly highlighting the market's fervor.
Regulatory review speeds have also noticeably quickened. Data indicates that the Shenzhen Stock Exchange has reviewed and approved 15 significant asset reorganizations this year, a 114% year-over-year increase, with the average duration from acceptance of an application to approval by the restructuring committee shortened by 22%. For instance, the review process for TCL Technology's acquisition of a minority stake in HX Semiconductor took only 61 calendar days from acceptance to approval.
On December 30, Hengfeng Paper Industry's M&A restructuring application went before the committee. The company plans to acquire a 100% equity stake in Jinfeng Paper Industry, held by Zhujiang Paper Industry and Zhang Hua, through a share issuance.
This brings the total number of companies reviewed by the M&A committee this year to 40. Among these, Robotech's initial review resulted in a deferred vote, but it was approved upon the second review. So far this year, 38 M&A restructurings have been successfully approved. In contrast, only 15 companies underwent committee reviews for restructuring throughout the entire previous year, with 14 receiving approval.
Reviews by the M&A committee this year have primarily focused on inquiries regarding post-merger integration and control, the rationality of acquisition pricing, and the sustainable operational capabilities of the target companies. For example, regarding a high-premium acquisition, the Shanghai Stock Exchange required XINLIAN INTEGRATED to justify the rationale for selecting the market approach as the final valuation method; it also questioned whether the asset valuation premium rate would further increase alongside widening losses, demanding an analysis of the valuation's rationality and prudence.
The acceleration of M&A restructurings is closely linked to supportive policy tailwinds. In May, the revised "Measures for the Administration of Significant Asset Reorganizations of Listed Companies" was officially released, introducing innovative mechanisms such as installment payments for stock consideration, a simplified review procedure for restructurings, and a "reverse linkage" mechanism for private equity and venture capital. Subsequently, the Shanghai and Shenzhen stock exchanges synchronously revised and released their respective restructuring review rules and supporting guidelines, establishing a new simplified review procedure that significantly streamlines the process and shortens the timeline for qualified share-based reorganizations by listed companies.
Payment methods have become more diverse. This year, industrial mergers by listed companies have become the mainstream, with multi-billion-yuan deals frequently appearing.
Since the release of the "Six M&A Guidelines" last September, several hundred-billion-yuan mergers have emerged in the A-share market, including, besides China State Shipbuilding's absorption of China Shipbuilding Industry Corporation, Guotai Junan's absorption of Haitong Securities, Hygon's absorption of Dawning Information, China International Capital Corporation's proposed absorption of Dongxing Securities and Cinda Securities, and China Shenhua's proposed acquisition of equity in 12 enterprises under its major shareholder through a combination of share issuance and cash payment. However, Hygon's proposed absorption of Dawong Information has since been terminated.
Beyond large-scale mergers, various innovative approaches have been a defining characteristic of this year's M&A landscape.
Overall, payment methods for M&A deals have become more varied. In addition to the mainstream method of private placements, some companies have utilized other instruments such as cash and convertible bonds. For instance, Wuxin Tunnel Equipment adopted a stock-plus-cash payment method for its acquisition of Xingzhong Technology and Wuxin Heavy Industry; Huahai Chengke comprehensively utilized shares, targeted convertible bonds, and cash as payment instruments in its acquisition of Hengsuo Huawei.
On December 8, Aopu Mai's application for a share issuance to purchase assets was approved by the M&A restructuring committee. This project is the first to utilize the installment payment mechanism for restructuring stock consideration since the release of the "Six M&A Guidelines."
On December 20, China Shenhua announced that its transaction involving the issuance of shares and payment of cash to purchase assets met the conditions for applying the simplified review procedure, making it the first restructuring project in the market to apply for this expedited process.
Furthermore, innovative cases continue to emerge, such as mergers involving unprofitable enterprises, "A-merge-B" deals, and "A-merge-H" deals. Examples include Hailianxun's absorption of Hangzhou Steam Turbine B, optimizing the layout of state-owned capital and helping resolve historical issues related to B-shares; and Yanggu Huatai's acquisition of the unprofitable enterprise Bomi Technology.
China Securities Regulatory Commission Chairman Wu Qing previously stated that the commission will continue to deepen reforms in the M&A market, enhance the flexibility and convenience of refinancing mechanisms, support listed companies in transforming, upgrading, improving their quality, and strengthening their competitiveness, develop new quality productive forces, and assist in cultivating more world-class enterprises.
Despite the heated market, failed cases are not uncommon. According to Wind statistics, over 60 companies have terminated their significant asset reorganizations this year. In terms of industry, semiconductor companies have seen a relatively high number of failed M&A attempts; for example, deals such as 3Peak's share issuance to acquire Aura Semiconductor, VeriSilicon's acquisition of Xinlai Zhirong, and Gigadevice's acquisition of SMIC Ningbo have all fallen through.
Based on analysis, major factors leading to restructuring failures include changes in market conditions, failure to reach agreement on core terms between the transacting parties, and disagreements over transaction price and payment methods.
On December 9, both Hygon and Dawning Information announced the termination of Hygon's share swap absorption of Dawning Information. Regarding the reason for termination, both parties stated that due to the large scale of the transaction and the involvement of numerous related parties, the论证 for the significant asset reorganization plan took a long time, and the current market environment has changed significantly since the initial planning stages, making the conditions for implementing the significant asset reorganization immature.
On December 6, Haitian Development announced the termination of its plan to acquire a controlling stake in Zhixue Cloud for cash, citing that the transacting parties had not yet reached agreement on key terms such as transaction price and method. This termination came half a year after the company first disclosed the acquisition plan.
"Significant asset reorganizations involve numerous steps and participants, making them prone to information leaks, and they often take a long time, so failures are not surprising," said an investment banking executive at a northern securities firm. "Looking at the trends in M&A restructuring, future deals will take on richer forms and higher efficiency. The M&A market is expected to be centered around industrial consolidation, accompanied by various forms of innovative M&A methods. It is anticipated that M&A activities in 2026 will focus primarily on emerging industries, combined with upstream and downstream integration within traditional sectors."
Looking ahead, Sun Jinju, Director of the Kaiyuan Securities Research Institute, pointed out that M&A restructuring is becoming a core tool for technological breakthroughs and resource integration among science and innovation enterprises. Cases applying new M&A measures, such as the installment payment mechanism for stock consideration and the simplified review procedure for restructurings, are expected to be implemented continuously, further helping to enhance the competitiveness of technology companies and empower technological innovation and industrial upgrading.
