标签归档 上海品茶

　　Since the beginning of the year, the A-share M&A market has been active. According to the statistics of straight flush iFinD, as of February 9, 236 listed companies have issued announcements related to mergers and acquisitions during the year, subject to the date of the first announcement.

　　Many insiders said that the optimization of merger and reorganization policies and confidence in economic recovery are the main reasons for the active market. Under the background of the full implementation of the stock issuance and registration system, this year’s M&A market is expected to be more active, which will play a greater role in improving the efficiency of resource allocation, stimulating the vitality of market players and improving the quality of listed companies.

　　Market confidence continues to strengthen.

　　In recent years, China’s M&A market as a whole is improving steadily, and its vitality and influence are increasing day by day. In particular, A-share listed companies have gradually become the "main force" of enterprise M&A, and the role of the main channel of capital market M&A has become increasingly prominent.

　　Tian Lihui, dean of the Institute of Financial Development of Nankai University, believes that when the securities market is at a low valuation, the stock price of an enterprise may be lower than its intrinsic value. During this period, the low cost of mergers and acquisitions will accelerate the market activity. At the same time, the expectation of economic recovery will often drive the stock market to rise, thus increasing the possibility of mergers and acquisitions. In addition, in the past two years, the market-oriented reform of the basic system of M&A and restructuring has been deepening, which has also attracted more listed companies to enhance their competitiveness through M&A and restructuring.

　　Chen Li, director of Chuancai Securities Research Institute, said that the promotion of listed companies’ willingness to merge and reorganize mainly comes from the continuous optimization and improvement of policies in recent years. The regulatory authorities have continuously guided small and medium-sized enterprises to connect with the capital market through mergers and acquisitions through various measures, and encouraged listed companies with needs, abilities and willingness to merge and reorganize.

　　In October 2020, the State Council issued the "Opinions on Further Improving the Quality of Listed Companies", proposing to give full play to the role of the capital market as the main channel for mergers and acquisitions, and encourage listed companies to revitalize their stocks, improve quality and efficiency, and transform and develop; In November last year, the CSRC issued the "Three-year Action Plan for Promoting the Quality Improvement of Listed Companies (2022— 2025) proposes to continuously optimize the capital market financing system, improve the supervision mechanism of mergers and acquisitions, and better promote the integration of industrial chain and supply chain.

　　With the optimization and adjustment of epidemic prevention and control measures and the continuous implementation of a package of policies and measures to stabilize the economy, China’s economy is expected to rebound. Market analysts believe that economic recovery will enhance enterprises’ good expectations for future development, and increasing confidence will promote more enterprises to accelerate the pace of resource integration.

　　Help industrial transformation and upgrading

　　People in the industry generally believe that after the full implementation of the stock issuance and registration system, the effect of survival of the fittest will be accelerated, and the demand for the integration of technical capabilities and development of listed companies will increase accordingly. With the functions of clearing bad assets, eliminating excess capacity and injecting high-quality assets, mergers and acquisitions are expected to become a "booster" for upgrading China’s industrial structure.

　　From the industries of listed companies that announced the merger and reorganization this year, there are many industries such as communication, electronic equipment, mechanical equipment, medicine and biology. Zhou Maohua, a macro researcher in the financial market department of China Everbright Bank, believes that the valuation of the above industries is at a low level, which is conducive to the implementation of mergers and acquisitions, and the industry has a high degree of prosperity. The market is generally optimistic about its development prospects.

　　"With the full implementation of the stock issuance registration system, mergers and acquisitions of new economic enterprises will become increasingly active." Wang Xuesong, president of Zhongguancun Dahe M&A Research Institute, believes that listed companies in the new economy are engines of high-quality economic development and practitioners of self-reliance in science and technology, and M&A is an important way for listed companies in the new economy to develop. New economic enterprises can use mergers and acquisitions to acquire core development factors such as new technologies, new products and high-tech talents.

　　AARON Li, deputy general manager of Shenzhen Stock Exchange, said that in recent years, the characteristics of M&A and restructuring industries and entities have become more distinct, and emerging industries have used restructuring transactions to achieve integration and agglomeration, and their activity has gradually increased.

　　"With the implementation of the comprehensive registration system, mergers and acquisitions will be more market-oriented and convenient. Marketization means that more enterprises will accelerate their development through mergers and acquisitions under the background of relatively low stock market valuation; Facilitation means that enterprises can carry out mergers and acquisitions more quickly and efficiently. " Tian Lihui said.

　　Chen Li expects that the market activity of M&A and restructuring will be further enhanced. On the one hand, with the launch of the comprehensive registration system, the pace of listing of enterprises has accelerated, and the supply of high-quality M&A targets is expected to increase, which will promote the market activity of M&A and restructuring; On the other hand, since the beginning of this year, enterprises are expected to improve and their willingness to invest has increased. Under the circumstance of great downward pressure on the economy last year, industry competition intensified, and enterprises made up their shortcomings through mergers and acquisitions to enhance their competitiveness, thus enhancing their market position.

　　Improve the quality of mergers and acquisitions

　　At present, China’s economy is in a critical stage of stabilization and recovery, structural adjustment, transformation and upgrading. It is necessary to further play the main channel function of capital market mergers and acquisitions to help high-quality economic development. At the same time, creating an efficient, standardized and market-oriented M&A market is also an inevitable requirement for building a standardized, transparent, open, dynamic and resilient capital market.

　　AARON Li believes that there may be three major trends in the future A-share M&A market: in the short term, market trends and investment withdrawal demand will further stimulate M&A power. In the medium and long term, the merger and reorganization of listed companies will continue the role of the main channel; In addition, while learning from international experience, the future M&A market will be more suitable for the characteristics of China’s capital market and realize localization, internationalization and marketization.

　　"Giving full play to the main channel function of the capital market still requires the joint efforts of many participants such as regulatory authorities, listed companies and intermediaries." Zhou Maohua said that for listed companies, mergers and acquisitions should not deviate too much from the main business, and it is necessary to evaluate the project market risks and make decisions according to their actual financial situation, and avoid blind investment and disorderly expansion; For intermediaries, they should take a good look at the role of gatekeepers, be diligent and conscientious, and press the pause button in time for projects that do not meet the requirements and have doubts; For the regulatory authorities, it is necessary to adhere to the direction of marketization and rule of law, and continue to promote and improve the relevant rules of mergers and acquisitions.

　　Strengthening supervision is still an important guarantee for the long-term healthy development of the M&A market. The CSRC recently reported the handling of cases last year, pointing out that major events such as mergers and acquisitions and changes in actual controllers are still high-incidence areas of insider trading. In this regard, the insiders suggest that the regulatory authorities should pay attention to the compliance review of M&A assets, strictly supervise the "three highs" M&A and "flickering" restructuring, resolutely curb the phenomenon of "shell speculation", and severely crack down on illegal activities such as using M&A and restructuring to occupy funds and transfer interests.

　　"To improve the quality of mergers and acquisitions, it is always necessary to protect the interests of investors, promote the simplification and optimization of mergers and acquisitions procedures, and promote market mergers and acquisitions with synergistic effects." Tian Lihui said that it is necessary to prevent administrative or performance-based mergers and acquisitions, prevent accounting or profit transfer, and at the same time improve the quality of mergers and acquisitions as soon as possible, so that mergers and acquisitions can truly realize the marketization and specialization of the whole process. (Economic Daily reporter Ma Chunyang)

Guangzhou City Road Transport Passenger and Freight Vehicle Exhaust Pollution Prevention and Control Work Specification (Trial) All relevant units: In order to standardize the environmental protection management of road transport passenger and freight vehicles in our city and continuously improve the environmental protection level of passenger and freight vehicles in our city, the Guangzhou Road Transport Passenger and Freight Vehicle Exhaust Pollution Prevention and Control Work Specification (Trial) is hereby issued to you, please implement it. Guangzhou Municipal Transportation Commission February 5, 2008 Article 1 In order to prevent and control the exhaust pollution of motor vehicles, protect and improve the atmospheric environment, enhance the environmental protection level of passenger and freight vehicles transported by road in this city, and strengthen the environmental protection management of passenger and freight vehicles in this city, According to the provisions of Guangzhou Municipality on the Prevention and Control of Motor Vehicle Pollution, Regulations on the Management of Road Passenger Transportation and Passenger Stations (Order No.10 [2005] of the Ministry of Communications), Regulations on the Management of Road Freight Transportation and Stations (Order No.6 [2005] of the Ministry of Communications), Regulations on the Management of Motor Vehicle Maintenance (Order No.7 [2005] of the Ministry of Communications) and other laws and regulations, combined with the actual situation of this Municipality. Article 2 These norms shall apply to the prevention and control of exhaust pollution of passenger and freight vehicles engaged in road transport business activities within the administrative area of this Municipality. Article 3 The municipal traffic administrative department shall, jointly with the municipal environmental protection administrative department, implement unified supervision and management on the prevention and control of exhaust pollution of road transport passenger and freight vehicles in the whole city, and be responsible for organizing the implementation of this Code.The traffic administrative department of the district or county-level city shall, jointly with the local environmental protection administrative department, be responsible for the supervision and management of the prevention and control of exhaust pollution of road transport passenger and freight vehicles within its jurisdiction. Transport enterprises and higher management units of stations and yards shall take effective measures to supervise and manage the prevention and control of exhaust pollution of passenger and freight vehicles in their subordinate enterprises and yards. Transport enterprises and stations shall establish and improve the management system for the prevention and control of exhaust pollution of passenger and freight vehicles. Road transport enterprises are responsible for the prevention and control of exhaust pollution of passenger and freight vehicles belonging to them, and passenger and freight stations are responsible for the inspection and control of exhaust pollution of passenger and freight vehicles entering and leaving the station, so as to prevent the exhaust pollution detection from exceeding the standard or "smoky" vehicles from operating on the road. Article 4 When the competent administrative department of environmental protection conducts sampling inspection on exhaust pollution of passenger and freight vehicles in the parking places of highway passenger and freight stations and other motor vehicles according to law, the sampled unit or the owner or user of the motor vehicle shall not refuse sampling inspection, and shall not practise fraud. Fifth passenger and freight stations should regularly carry out exhaust pollution sampling inspection of passenger and freight vehicles entering and leaving the station. Equipped with testing equipment that meets the national or municipal motor vehicle pollutant emission standards; Arrange special personnel to carry out sampling inspection and obtain the post certificate after passing the training; Announce the inspection operation flow, establish and improve the inspection account, urge vehicles with excessive exhaust emissions to be repaired in time, and supervise that vehicles with excessive exhaust emissions are not allowed to leave the station for operation. Article 6 Passenger stations and yards shall stipulate through operating agreements that passenger transport enterprises should do a good job in preventing and controlling the exhaust pollution of passenger vehicles entering the station.For vehicles that have passed the exhaust test and exceeded the national standard, they will be stopped, and the vehicle unit will be notified to carry out maintenance on the vehicle concerned. Only after the test reaches the standard can they be arranged to send passengers to work; In January, if the exhaust gas exceeds the standard for 3 times or more, it shall be reported to the municipal road transport management institution to revoke the vehicle entry permit; Those responsible for failing to do a good job in testing or allowing over-standard vehicles to be dispatched with passengers shall be dealt with severely and reported to the superior management unit of the station and the municipal traffic administrative department in time. Seventh passenger station superior management unit shall supervise and inspect the implementation of the tail gas control system of the passenger station every month, and report the inspection results to the municipal traffic administrative department every month; If it is found that the passenger stations and yards that fail to do a good job of testing according to the regulations or allow vehicles with excessive exhaust gas to be dispatched with passengers, the relevant responsible persons will be dealt with severely. Article 8 The municipal, district, and county-level traffic administrative departments shall regularly organize monthly inspections on the exhaust pollution control of passenger vehicles entering the passenger station under their jurisdiction, and order the superior management unit of the passenger station and the passenger station yard to immediately rectify if it is found that the inspection work is not done well according to the regulations or the vehicles with excessive exhaust pollution are allowed to be dispatched, and hold the relevant personnel accountable, and informed criticism in the industry; If the circumstances are serious, the passenger station will be included in the key supervision object for follow-up supervision. Article 9 The operators in freight stations should strengthen the maintenance of their own vehicles and freight vehicles transported by agreement, and organize the implementation of immediate maintenance of freight vehicles that have exceeded the standards detected by environmental protection departments or stations, and that are "emitting black smoke"; And actively "smoke black smoke" on the venue.Motor vehicles make complaints and reports. Article 10 A freight station shall sign an agreement with the operators on the site, requiring the operators to do a good job in the prevention and control of exhaust pollution of inbound freight vehicles, and implement the regulatory responsibility of the operators in meeting the standards of exhaust emission of cargo handling vehicles; For inbound vehicles whose exhaust gas detection exceeds the standards prescribed by the state, it shall immediately notify the driver of the vehicle concerned or the operators in the field to repair the vehicle, and be responsible for providing legal maintenance supporting services. Only after the detection reaches the standard can it be arranged to load and unload goods at the station. Article 11 The municipal, district, and county-level traffic administrative departments shall regularly organize monthly inspections on the exhaust pollution control of vehicles in freight stations under their jurisdiction, and order freight stations to make rectification within a time limit if it is found that the inspection work is not done well according to the regulations, and freight vehicles with excessive exhaust pollution are allowed to load and unload goods into the station or operate out of the station; For freight stations and yards whose qualified rate of tail gas emission is less than 80% in the sampling inspection organized by the competent department of environmental protection every month, if the circumstances are serious in informed criticism, the freight stations and yards will be included in the key supervision objects for follow-up supervision. At the same time, the control of truck exhaust emissions should be included in the assessment content of demonstration freight stations in the development zone. Twelfth road transport passenger and freight enterprises shall establish vehicle technical files and two-level maintenance system in accordance with the provisions, and sign a vehicle maintenance commission contract with qualified standardized operation and maintenance enterprises. All vehicles whose self-inspection exhaust gas exceeds the standard shall be shut down for treatment; Vehicles that fail to pass the environmental protection law enforcement sampling inspection shall be repaired and qualified within 7 working days as required, and at the same time, the responsibility shall be investigated and investigated to deal with the relevant responsible persons.And report the rectification to the superior management unit of the enterprise and the road transport management institution. Thirteenth road transport passenger and freight enterprise superior management unit shall be responsible for urging subordinate enterprises to implement the vehicle self-inspection security system; Every month, it shall check the implementation of the tail gas control system for passenger and freight vehicles of its subordinate enterprises, and severely deal with the person in charge of the enterprise and the relevant responsible persons who find that they do not implement the self-inspection guarantee system for their subordinate vehicles. Article 14 City, district and county-level city road transport management institutions shall be responsible for the follow-up treatment of vehicles with excessive exhaust emissions under their jurisdiction according to the sampling results of passenger and freight vehicles organized by the competent department of environmental protection, and order the relevant passenger and freight enterprises to immediately stop the operation of the vehicles on the road, and resume operation only after they have passed the maintenance within 7 working days, and provide a report that the inspection points designated by the competent department of environmental protection have passed the re-inspection. Article 15 City, district and county-level city road transport management institutions shall conduct spot checks on the tail gas emission control of passenger and freight enterprises under their jurisdiction on a quarterly basis, focusing on inspecting and urging passenger and freight vehicle operators to implement vehicle self-inspection guarantee according to regulations, establish vehicle technical files, and carry out secondary maintenance according to regulations; If it is found that the self-inspection guarantee work is not done according to the regulations, the enterprise shall be ordered to make rectification within a time limit; For the transportation enterprises whose qualified rate of tail gas emission is less than 80% in the sampling inspection organized by the competent department of environmental protection every quarter, if the circumstances are serious, the transportation enterprises will be included in the key supervision objects for follow-up supervision. Sixteenth motor vehicle maintenance enterprises shall carry out maintenance operations on passenger and freight vehicles in accordance with technical standards, in accordance with "one vehicle for one file"System to establish vehicle maintenance files, strictly control the completion inspection of vehicle exhaust emissions. Motor vehicle maintenance factory, in the maintenance quality assurance period, the sampling due to maintenance quality reasons do not meet the pollutant discharge standards, motor vehicle maintenance enterprises should be free repair, and the implementation of the relevant rectification report to the municipal road transport management institution; Those who refuse to repair during the quality guarantee period or whose maintenance quality still does not meet the requirements after repair shall be punished by the municipal road transport management institution and the competent administrative department of environmental protection according to law. Seventeenth road transport comprehensive performance testing institutions shall, in accordance with the national and local technical standards on the management of operating vehicles, carry out technical grade evaluation and secondary maintenance quality inspection of passenger and freight vehicles; For passenger and freight vehicles that exceed the standard due to vehicle exhaust pollution detection, statistics should be regularly summarized and reported to the municipal road transport management institution. Article 18 The municipal, district and county-level road transport management institutions and the municipal automobile and motorcycle maintenance industry management association shall regularly conduct random inspection on the secondary maintenance quality of passenger and freight vehicles of maintenance enterprises, focusing on the maintenance quality of engines and exhaust pollution control systems, and the municipal, district and county-level road transport management institutions shall investigate and deal with relevant violations according to law. For the maintenance enterprises that issue false or fail to issue the factory certificate of motor vehicle maintenance completion, and violate the rules for three times within 12 months and other serious illegal circumstances, the second-level maintenance qualification shall be cancelled according to law. Article 19 The municipal, district, and county-level city road transport management agencies shall carry out a secondary maintenance quality check on passenger and freight vehicles of this city whose tail gas emission test is unqualified, such as road inspection, road inspection or mass report of "black smoke".Ordering the relevant maintenance enterprises to repair the vehicles that are still in the quality guarantee period, and sending them to the road transport comprehensive performance testing institutions for inspection before delivery; In the process of maintenance, the maintenance enterprises that fail to operate according to technical standards, resort to deceit and operate illegally will be punished according to law, and the maintenance enterprises that issue false or fail to issue the factory certificate of motor vehicle maintenance completion and violate the rules for three times within 12 months will be disqualified from secondary maintenance according to law. Twentieth road transport enterprises, stations and yards should regularly organize publicity, education and training on traffic environmental protection, so that all kinds of employees can receive environmental protection training at different levels and with different contents, and improve their environmental awareness, professional level and operational skills; Organize relevant responsible persons to hold meetings on a regular basis, report the progress of the work, and report the relevant work to the superior management unit every month. Article 21 In accordance with the above contents of this Code, all transport enterprises, stations and higher-level units shall formulate an assessment plan for the prevention and control of exhaust pollution of passenger and freight vehicles, clarify the main body of responsibility, establish a target responsibility system, regard the completion of exhaust pollution prevention and control by all departments of the enterprise as an important part of the annual performance appraisal, and implement the reward and punishment mechanism. City, district, county-level city road transport management institutions organize annual assessment of the exhaust emission control work of passenger and freight enterprises and station units under their jurisdiction, and urge enterprises to improve and implement the exhaust emission control and vehicle maintenance and other related systems. The municipal administrative departments of transportation and environmental protection jointly carry out the evaluation of the work of rectifying the exhaust pollution of operating vehicles in various districts and county-level cities every year.Establish and improve the linkage supervision mechanism of district and county transportation and environmental protection departments for territorial operating vehicles. Twenty-second this specification shall come into force as of March 1, 2008, with a validity period of 5 years. Upon expiration of the validity period, it shall be evaluated and revised according to the implementation.