[Key Point] Acquiring Listed Companies in Capital Operations

When mentioning the acquisition of listed companies, do you think of thrilling corporate warfare stories—such as 'barbarians at the gate,' 'white knights,' or 'poison pills'—alternating with diverse strategic and tactical maneuvers? In practice, however, cases involving public tender offers for listed companies or defensive anti-takeover measures are relatively rare. Nevertheless, the Administrative Measures for the Acquisition of Listed Companies frequently surfaces across various capital operations. During periods when IPO review cycles are lengthy and highly uncertain, achieving asset listing via mergers and acquisitions (M&A) of listed companies represents a comparatively swift route. When a listed company issues new shares to acquire assets, upon completion of the restructuring, the original shareholders of the target assets may thereby become shareholders of the listed company. Depending on the scale and valuation of the target assets, if their relevant metrics meet the criteria stipulated in Article 13 of the Administrative Measures for Material Asset Restructuring of Listed Companies, such a transaction may trigger a change in control of the listed company—and potentially constitute a backdoor listing. From the perspective of the original shareholders of the target assets, they receive newly issued shares of the listed company as consideration, thereby becoming acquirers under securities regulations. They must not only disclose a restructuring report and file it with the China Securities Regulatory Commission (CSRC) for registration, but also issue either an acquisition report or a report on changes in equity interests. Even if the transaction fails to meet the material asset restructuring thresholds set forth in Article 11 of the aforementioned Measures, disclosure of a simplified report on changes in equity interests may still be required—depending on the proportion of listed company shares the original shareholders of the target assets will hold post-transaction. Concrete examples include: 1. Lekai New Materials (Stock Code: 300446) issued shares to Sichuan Aerospace Industry Group Co., Ltd. and others in 2022 to acquire assets. As a result, the shareholding of China Aerospace Science and Technology Corporation and its acting-in-concert parties in the listed company increased from 30.61% to 66.83%, triggering a mandatory tender offer obligation. However, pursuant to Article 63 of the Administrative Measures for the Acquisition of Listed Companies, the obligation to launch a tender offer was waived. Prior to completing this restructuring, the listed company disclosed a summary of the acquisition report. 2. Boshen Shares (Stock Code: 002282) issued shares to acquire assets and concurrently raised ancillary financing in 2021. The Tiětōu (Jǐnán) Equity Investment Fund Partnership (Limited Partnership) subscribed to the ancillary financing, causing its stake in the listed company to exceed 5%, thus requiring disclosure of a simplified report on changes in equity interests. A listed company’s private placement of shares to specific investors—resulting in changes to those investors’ equity interests in the listed company—may also involve acquisition-related obligations. If the specific investor is already the controlling shareholder, considerations arise regarding whether a mandatory tender offer would be triggered and whether exemption from such an offer is possible; accordingly, proactive planning should be incorporated into the transaction design. A concrete example is Ancai High-Tech (Stock Code: 600207), which conducted a non-public offering of shares in 2021. Prior to the offering, its controlling shareholder, Henan Investment Group Co., Ltd., held 47.26% of the listed company’s shares. It committed that: (1) if, following the completion of the non-public offering, its shareholding increase relative to the twelve months preceding the offering did not exceed 2% (i.e., its post-offering shareholding percentage − its pre-offering shareholding percentage ≤ 2%), then the shares it subscribed to in the non-public offering would be subject to an 18-month lock-up period commencing on the issuance completion date; and (2) if its shareholding increase exceeded 2% (i.e., its post-offering shareholding percentage − its pre-offering shareholding percentage > 2%), then the subscribed shares would be subject to a 36-month lock-up period.

Market Entry Enters a ‘Sage Period’: A Brief Outlook for 2023

Neuberger Berman We estimate global real GDP growth at 2.4% in 2023, with a 65% probability of a global recession. A recession in advanced economies and China’s reopening present offsetting risks. Global inflation has peaked—but will remain elevated for an extended period. Northern Trust We anticipate the next 12 months may mark the peak of this cycle’s global inflation, central bank policy tightening, core government bond yields, and market volatility—as well as the trough of GDP growth, corporate earnings growth, and global equity valuations. Yet we do not believe this signals a return to the ‘new normal’ that followed the 2008 financial crisis. We see structural forces sustaining persistently higher inflation—and consequently, higher neutral interest rates, rising cost of capital, and lower asset valuations. Nuveen We expect the familiar headwinds of 2022—persistent inflation, rising yields, hawkish central banks, and an unstable geopolitical landscape—to drive volatility and uncertainty early next year. Pictet Asset Management A weakening U.S. dollar. Slowing growth. A sharp decline in inflation. Weak equity markets and strong bond markets. A rebound in the Chinese economy. All these factors suggest investors must maintain caution toward risk assets—particularly during the first half of the year. PIMCO As we navigate a period of rising inflation and slowing economic growth, our starting point is one of caution. PIMCO’s business cycle model forecasts recessions in Europe, the UK, and the U.S. next year—even as major central banks continue tightening monetary policy amid mounting financial market stress. Principal Asset Management For certain market segments, 2023 will be a better year than 2022. Inflation and central bank policy will likely remain focal points for investors. Yet while persistently restrictive monetary policy—and the resulting U.S. recession—will weigh on overall equity market prospects, opportunities exist in core fixed income and real assets. Robeco In our base case, 2023 will be a year of recession—once inflation, interest rates, and the U.S. dollar all reach their respective peaks—ultimately paving the way for significantly brighter return prospects across major asset classes. But first, we must brace for more near-term pain. Schroders The overall market outlook for 2023 will hinge heavily on the trajectory of U.S. Federal Reserve monetary policy—and on whether a global recession becomes reality, a scenario the team considers highly probable. Société Générale 2023 should be the year when real economic deterioration culminates in a (mild) recession, monetary conditions gradually cease tightening, and systemic risks rise. State Street The Fed cannot hike rates forever. Ultimately, earnings disappointment will find a bottom, and optimism will be repriced. Meanwhile, positioning portfolios to withstand fundamental weaknesses sweeping across global markets—while acknowledging future positive potential—requires a balanced blend of offense and defense.

97,996 Shares in Linde PLC Acquired by Robeco Institutional Asset Management B.V.

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Robeco Institutional Asset Management acquired 97,996 shares of Linde PLC valued at approximately $46.5 million. Analysts maintain a Buy rating following strong quarterly results that exceeded revenue and earnings estimates.

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