"Those who get the big ones can also get the small ones." This old saying is now regarded as the motto of capital operation by more and more listed companies.
In the smokeless battle of the capital market, every merger and acquisition, every capital increase, and every round of equity transfer is a quiet contest. Whoever can accurately step on the spot and grasp the timing will have the possibility to stand out in the wave. The question is, do you understand this "capital operation show"?
American Goheal M&A Group
In 2025, the capital market is still turbulent, and equity battles are frequent. The "golden partner" of capital increase and stock expansion and equity transfer is becoming the core weapon for listed companies to reshape their equity structure, introduce external resources, and even "self-salvation". Goheal found in a series of practical projects that real masters often do not rely on "showing off skills", but on precise processes and clear structures.
First of all, where the money goes, the meaning goes with it.
Increasing capital and expanding shares means that capital is directly injected into the account of a listed company, just like injecting fresh blood into the blood vessels of the company. It can not only repair the balance sheet, but also enhance market confidence. In the case of equity transfer, the money flows into the pockets of the original shareholders, which is more like a seat adjustment between shareholders, and it can easily turn into a battle for controlling rights. The increase of 3 million yuan in registered capital in the Kangjian Medical case is a typical capital increase, and the 5 million yuan that was secretly transferred in the name of "consulting fees" is a typical "transfer shell".
Secondly, tax is the most real invisible player.
In the actual combat of Goheal's M&A consultants, clients often ask: "Can we reduce the tax burden through the operation of 'capital increase + agreement'?" In theory, it is possible, but in practice, you have to be very careful. Increasing capital and expanding shares usually does not trigger personal income tax immediately, but equity transfers must obediently pay 20% of the "ticket fee". If you try to use consulting contracts to cover up the true flow of funds like Kangjian Medical, once the tax department is eyeing it, the additional taxes and fines will make you laugh and cry in minutes.
So the question is, which way to choose depends on where you want to go.
To improve the company's cash flow and attract industrial capital, then use capital increase and share expansion, after all, the money goes into the company's account; to adjust the controlling shareholder and realize the exit of the original shareholders, then go straight to equity transfer, simple and crude. Like some "traditional Chinese medicine + technology" mergers and acquisitions in 2024, due to the failure of technology transformation, they have become huge goodwill black holes, which is a typical lesson of "only looking at valuation, not integration".
After the strategic design is completed, the next step is "practical five steps".
The first step is strategic matching and path design. Project selection cannot be based on feelings, but on industrial logic. Goheal pointed out that once you take it lightly in the target selection, such as the "failed technology transformation" in 2024, the company often takes the capital, but cannot even go on the first step of R&D integration.
The second step is the extreme pull of transaction structure and pricing. Pricing is not "bargaining", but scientific calculation. The capital increase pricing can refer to the net asset assessment, which is calculated clearly. Equity transfer is complicated. Not only should the price-earnings ratio be considered, but also the liquidity premium. Especially in 2024, when the valuation of private enterprises is generally inflated, the median premium has soared to 62.42%. If you are not careful, you will buy "gold shell and mud core".
The third step is the "word game" of the terms of the agreement. A piece of paper can save lives or kill lives. For example, in the case of Company B, the company lost 920 million yuan in five years, and the founder was bet on 1 billion yuan - this is not a story, but a tragedy of real money. Goheal repeatedly emphasized: reasonable betting and scientific control design are the soul of the agreement, not the skin of the routine.
The fourth step is the "life and death threshold" of approval and delivery.
The voting rights of the shareholders' meeting, the revision of the company's articles of association, the clearance of state-owned assets supervision, and even the security review of cross-border investment, each link may become the fuse of the deal break. When Goheal was operating an overseas merger and acquisition, he failed to include the negative list of foreign investment in the filing process in time, which caused the project to be delayed for three months and was almost preempted by competitors.
The fifth step is the most easily overlooked but most influential to success or failure: integration and release of value.
Integration is not just about holding a welcome party. Cultural integration, process integration, and personnel running-in are all hard bones. After the merger and acquisition, China Shipbuilding's R&D resources were reintegrated, and its market share exceeded 40% in one fell swoop. Behind it was a year and a half of resource reconstruction and organizational optimization. However, many companies, after winning the target, forgot to run-in the culture, and the result was "buying but not fitting", and ROE plummeted all the way.
Among them, the most classic "negative teaching material" is Company B.
They cut in with the classic structure of "equity transfer + capital increase", and spent 690 million yuan in one breath to obtain controlling rights, which sounds logically perfect. But the problem is that the 300 million yuan capital increase did not go into the founder's pocket at all, and it was all supported by the equity agreement and the bet on so-called trust. Five years later, goodwill deficit, performance Waterloo, and control struggles eventually not only lost the investment, but also lost 940 million yuan, becoming the most representative capital thunder case in 2025.
There is also Kangjian Medical's "tax optimization operation", which was originally thought to have played a marginal ball and evaded the high equity transfer tax. But the reality is that the tax authorities' "eagle eyes" on the flow of funds make this "capital increase + consulting fee" operation likely to be re-characterized as "tax evasion", facing tax payment or even criminal risks.
So mergers and acquisitions are not about courage, but about actuarial calculations.
Valuation is not about blindly trusting appraisers, but about combining industry dynamics, comparable companies, and real finances. Goheal reminds investors: It is a safe choice to give priority to target assets with a price-to-book ratio lower than the industry average by 30%, and to respond to future performance fluctuations through a dynamic adjustment mechanism. Don't be fooled by PPT. You have to look at cash flow, debt ratio, and ROIC to see the "inner temperament" of the asset.
Goheal Group
At the same time, the agreement cannot be an "underground love affair". If the "hidden secrets" such as drawer agreements and equity holding are not cleared up before the IPO, information disclosure violations will follow. As for the payment rhythm, it cannot be finalized in one go. A 20% performance bond should be reserved and paid in installments, which should be linked to performance, in order to prevent the routine of "running away after buying".
Goheal has repeatedly verified in countless actual mergers and acquisitions: a good merger and acquisition is not about buying beautifully, but about following up steadily.
Capital operation has never been a one-shot deal, but a strategic long-distance race. Capital increase and equity transfer are just different sections of this marathon. The real winner is often not the fastest rusher, but the one with the deepest layout and the most stable move.
So the question is, in the current environment of stricter supervision, volatile markets, and fluctuating valuations, have you chosen the right path for capital operation? Is your transaction structure stable enough?
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[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions. It has deep roots in the three core business areas of acquisition of controlling rights of listed companies, mergers and acquisitions of listed companies, and capital operations of listed companies. With its profound professional strength and rich experience, it provides companies with full life cycle services from mergers and acquisitions to restructuring and capital operations, aiming to maximize corporate value and achieve long-term benefit growth.
