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The supervision department of the listed company of the China Securities Regulatory Commission stated in the review opinion that Chang Zhengqing, the shareholder of the company that was restructured by Tongda, increased its capital by 43 million yuan to the target company on April 14, 2009. The company on the 18th of the month will be the same as the “tradingâ€. The amount was lent to Chang Zhengqing for free until May 2014. The legal risks of the above matters are not fully disclosed in the application documents, and the impact of the above matters on the independence of the target company does not comply with the relevant provisions of Article 4 of the Measures for the Administration of Major Asset Restructuring of Listed Companies.
The day before, Lidman’s merger and acquisition plan was not approved. On March 12, the company's mergers and acquisitions were hit by bad news, Lidman stocks opened sharply lower in early trading, and the bottom of the session reached the bottom of the 34.10 yuan.
According to statistics, this year, the mergers and acquisitions of listed companies have been frequently seen. Including the company's shares and Lidman, six companies have been rejected during the year. The remaining four companies are Weihua, Fengyuan Pharmaceutical, Qunxing Toys and Wanhao Wanjia.
In contrast, among the mergers and acquisitions of nearly 200 listed companies that met last year, only Beidouxingtong, Changhai, Hongli Optoelectronics, Yunsheng Industrial, Cuiwei, Tianxing Instrument, Yifan Xinfu, Shun The nine company plans, including Rong Sanqi and Wuchang Fish, were rejected.
It can be seen that compared with last year, the supervision of mergers and acquisitions has become increasingly strict this year, and the rate of reorganization has been significantly reduced.
Sustained profitability becomes "hard"
In this regard, a person in the mergers and acquisitions department of Southwest Securities said that the merger and reorganization of listed companies is to firmly adhere to the core of improving the quality and profitability of listed companies. Only such mergers and acquisitions will make listed companies truly bigger and stronger. If the merger is inferior assets, it is not conducive to improving the investment value of listed companies, but also harming the interests of other shareholders. Undoubtedly, the final result is also difficult to get approval from the regulatory authorities.
“Currently, although the mergers and acquisitions of listed companies have been relaxed in cash acquisitions, the regulatory authorities are not doing nothing to issue assets, but they still have to be strictly reviewed,†the source said.
According to the survey, among the six companies that have been merged and restructured this year, the issue of their continued profitability is not a major "hard injury".
On March 5, Wanhaowan announced that the company had received the CSRC’s “Not Approved Zhejiang Wanhao Wanjia Industrial Co., Ltd. to issue shares to Lhasa Zhaoxun Investment Management Co., Ltd. to purchase assets and raise matching funds. Decision. The company’s plan to issue shares to purchase assets and raise matching funds was not approved.
According to the opinion of the China Securities Regulatory Commission, the M&A Committee is concerned that the company has the following situations: The three listed companies in this restructuring belong to different business areas, and the control rights of listed companies have changed. There is a large integration risk in the future, and future profitability. There is a large degree of uncertainty, which is inconsistent with the provisions of the “Administrative Measures for Major Asset Restructuring of Listed Companiesâ€. Article 11 is conducive to the listed companies' ability to enhance their ability to continue operations, to facilitate the formation of listed companies or to maintain a sound and effective corporate governance structure.
Similarly, Qunxing Toys announced on March 7 that the M&A Committee voted on the company's issue of shares to purchase assets and raise matching funds by voting. The number of votes was not up to 3, and the plan was not approved. The main reason is that there is significant uncertainty about the future profitability of the target companies in this restructuring.
Financial consultants become key to M&A “However, financial advisors in M&A are key. Good financial advisors not only help to develop strategies, find good investment targets, participate in business negotiations, communicate with regulators, financial advisors can also assist in arranging capital support. "The aforementioned Southwest Securities M&A Department bluntly said.
The merger and acquisition of listed companies is a commercial game between the two parties, and there are no fixed rules and regulations for mergers and acquisitions. Different entrepreneurs have different trading styles.
“Therefore, good financial advisors can lubricate transactions, reduce transaction costs, and control trading risks. As transactions become more complex, good financial advisors will play a bigger role,†the source said. "In the specific verification, the actual situation shall be checked in conjunction with the contents of the major asset restructuring report, and the itemization shall be itemized to indicate whether the reorganization is in compliance with the provisions of Article 11 of the Restructuring Measures; if the shares are to be issued to purchase assets, the actual verification shall also be combined. The situation, item by item, indicates whether it meets the requirements of Article 43 of the Restructuring Measures."
“Currently, the opportunities for mergers and acquisitions come from the support of the policy. Whether it is the support of the national macro policy, the relaxation of the reorganization audit by the CSRC, and the efficiency improvement of the reorganization audit of the CSRC, this has provided a great wave for this round of mergers and acquisitions. The driving force. It can be said that the switching between industrial capital and financial capital has become more smooth, and the general trend of the entire M&A market will inevitably transition to industrial investment.†The source believes.
The source revealed that when selecting M&A projects, they pay more attention to the strategic vision of the actual controller of the enterprise, the chest of the actual controller, and the operational ability of the actual controller.
"We feel that this is the ceiling of real enterprise development, the funds are not the ceiling, the strategy or to some extent is a real-time adjustment, but the real control of people's vision, mind and his management ability, personality charm is a The margin of enterprise development. Therefore, when we make every investment, we will repeatedly communicate with the enterprise about their development strategy, the communication of talent reserves and the corresponding incentive mechanism to confirm the achievability of the strategy.†.
For the LED lighting industry, resource integration mergers and acquisitions in 2015 is an indispensable major development trend, but under the influence of the current macro market economic development, is it necessary for LED companies to adjust their development strategies? We will wait and see! 
M&A and restructuring continue to profitability into a "hard injury" LED lighting companies still have to "hard hit"?
On the evening of March 12, the China Securities Regulatory Commission issued a notice stating that the merger and reorganization committee of the listed company of the China Securities Regulatory Commission on the same day reviewed the Tongda shares and the Changshan shares issued shares to purchase assets, the latter was unconditionally passed, and Tongda shares were not passed.