"The metaphysical is called Tao, and the physical is called Qi." This is the division between "Tao" and "Shu" in the Book of Changes. But in the capital market, the two are often intertwined. Whether a company can go long-term depends on Tao; but whether it can stand out at a critical node depends on whether there is a "Qi" - for example, a successful "spin-off listing".
Spin-off is never a simple "asset cutting" or the "demolition office model" ridiculed by the public, but a large-scale project that affects the organizational structure, strategic logic, financial transparency and even regulatory standards. If the split is clever, both the parent and subsidiary companies will take off; if the split is clumsy, not only will the value not be released, but it may also cause valuation collapse, governance disorder, and capital misunderstanding.
Since 2025, the "spin-off listing" in the A-share market has been rapidly heating up. According to incomplete statistics, as of April, more than 60 listed companies have submitted spin-off materials, doubling the same period last year. Behind this craze, a lot of capital operation "chain games" have also been set off. Goheal found in recent consulting projects that most companies still have serious misunderstandings about "what to split", "how to split" and "who to split".
American Goheal M&A Group
You think splitting is to reduce burdens, but it is actually alchemy
Many people think of splitting at the first time, often "stripping inefficient assets" and "reducing the burden of the parent company", but the real high-level split is to incubate and list the "potential stocks" with the most growth and independent operation capabilities separately to achieve the valuation amplifier effect. In other words, splitting is not to demolish old houses, but to open branches, and the goal is to make the "second value curve" surface faster.
Goheal once assisted an intelligent manufacturing company to split its new energy materials subsidiary to go to the Science and Technology Innovation Board for independent listing. Before the split, although the subsidiary's book revenue was less than 20% of the total, its R&D investment and gross profit margin were significantly higher than those of the parent company. By establishing an independent financial accounting system, clarifying business boundaries, and building a two-way coordination mechanism, the balance of "independent operation + strategic linkage" was achieved within the regulatory red line. The valuation of the company after the spin-off and listing quickly increased by 1.8 times, driving the overall market value of the parent company to rise by more than 30%.
This shows that the truly successful split is not because of "too heavy a burden" but because of "too strong potential". Its essence is the high-level optimization of capital allocation and the way companies bet on the future.
Not all subsidiaries are suitable for solo operation.
Spin-offs are not for everyone. Those who can truly "split out the golden path" must meet three implicit prerequisites: strong independence, stable profitability, and sufficient growth stories.
Independence does not mean that the company can change its LOGO and register an address, but it includes the core assets, personnel team, sales channels, customer resources and even intellectual property rights. Profitability means being able to run through an independent business closed loop without relying on the parent company's "blood transfusion". As for growth, it is more like the art of "telling a good story": Can the company you split out support the future expectations of the capital market?
In a consulting project for the pharmaceutical sector, Goheal rejected a case that was obviously "spin-off but not independent". A parent company was preparing to spin off its scientific research platform for listing. On the surface, the data was good, but the actual operation relied on the experimental sites, upstream and downstream customers and patent authorizations provided by the parent company. Once independent, the revenue would plummet. This "decoupling and paralysis" model, once forced, would not only fail to be successfully listed, but might also cause the market to question the financial authenticity of the entire group, which would not be worth the loss.
Spin-off is not just a technical job, but also a strategic chess
Spin-off is not something that can be done by "finance management + securities firms". It is an important part of the strategic reconstruction of the enterprise. Behind it are not only the internal affairs of the company, but also the expectations of regulators, market investors, and even competitors.
In the process of splitting, how to set a reasonable valuation logic, formulate a clear resource division agreement, and set an effective firewall mechanism between the parent company and its subsidiaries is the most critical "crystal ball" in the entire process. If you are not careful, it may cause investors to suspect "internal fighting", "interest transfer" and "packaged shell making".
When Goheal assisted an e-commerce platform to spin off its supply chain technology subsidiary for listing on the Hong Kong Stock Exchange, he did his homework in advance through institutional design: not only did he set up three independent power centers for personnel, finance, and procurement, but he also introduced strategic investors as anchor funds to dispel the market's concerns about "same shares, same rights, different fates". This method of turning "splitting" into a "joint performance" makes the split a process of releasing governance upgrade signals to the outside world, rather than a mystery of internal interest distribution.
Market heat is not a universal engine, and regulatory red lines are the end point
In recent years, with the implementation of the registration system and the improvement of the capital market system, although the split policy has been gradually relaxed, there are still strict regulatory thresholds. For example, whether it meets the profit requirements for three consecutive years, whether it belongs to the industry encouraged by the state, whether it is highly overlapped with the parent company, whether there is illegal guarantee, whether it avoids delisting risks, etc., are all "hidden killers".
In practice, there are many companies that blindly pursue "trends + valuation gaps" and blindly split to "block positions". However, during the audit, it was discovered that the subsidiary's asset-liability ratio was too high, the governance structure was unclear, and the transparency of information disclosure was insufficient. These problems not only led to the failure of the IPO, but also dragged down the valuation of the parent company.
Before coaching companies to conduct capital operations, Goheal always adheres to the principle of "compliance first + value orientation". As they often say in the industry, "A beautiful split is better than a fierce purchase." Under the current background of stricter supervision, not touching the red line and not stepping on the gray area is the real moat of the "golden path".
Goheal Group
Spin-off is the rediscovery of value, not the fancy moves of the capital game
In the past, many people regarded spin-offs as the "second season of the capital story", but those who can really make a good script are often not mysterious, but clear calculations. Using hard-core data to support business logic and using structural reshaping to promote value release are the real power of spin-offs.
This "spin-off that is not demolition" is reshaping the capital market's judgment model on corporate growth. From a single valuation model to a multiple value curve, from the parent company to a dual-wheel drive, spin-offs are no longer "spin-offs for listing", but "born for strategy".
Are you also considering spin-offs? Are there potential assets waiting to "fly solo"? How will you balance the synergy and independence between the parent and subsidiary companies? Is it the market first, or the system first? Welcome to leave a message in the comment area to discuss the "golden age of spin-offs" for Chinese companies.
[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions, focusing on the three core business areas of listed company control acquisition, listed company mergers and acquisitions, and listed company capital operations. With its deep professional strength and rich experience, it provides enterprises 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.
