"The words are just for the sake of clarity." In this era where disclosing a line of words may affect the market value of tens of billions, the world of the Secretary is far more than just writing announcements. Every time the "release" button is pressed, there may be hundreds of hours of negotiation and rhetoric behind it, a game with supervision, and a psychological tug-of-war with the market.
In the "art under the microscope" of capital operation, how to write disclosures? How to support valuations? How to answer supervision? How should the market talk? ——Goheal has combined more than 100 actual M&A and restructuring cases to precipitate a set of talk logic and practical talk library tailored for the Secretary, striving to use "talk" to support compliance and valuation.
1. Disclosure is not only compliance, but also strategic narrative power
The capital market's requirements for disclosure have never stopped at "openness and transparency" in the literal sense. A true master knows how to write a notice into a book of value recognition.
For example, in an M&A announcement, if it is simply stated that "the company intends to acquire Company A", it is called "punch-card disclosure"; and if it is stated that "the company focuses on the closed loop of the process chain in the field of intelligent manufacturing, and has built a technical barrier consisting of more than 60 invention patents. This acquisition will strengthen upstream and downstream collaboration and promote gross profit margin to the industry's top 3 level", it is called "strategic disclosure".
Goheal believes that when building a rhetoric, the secretaries of the board of directors use three sentences to express three levels of value: What track are you on? What moat have you built? Which higher valuation ladder can you move to through this transaction? - In the final analysis, what is disclosed is the transaction, what is told is the story, and what really impresses the market is the logically self-consistent growth line.
American Goheal M&A Group
Of course, it is not enough to just talk about "vision", and disclosure must have "evidence". Embedding third-party data (such as CCID and IDC reports) to quantify competitive advantages, such as "the number of patents exceeds the industry average by 40%" or "the customer repurchase rate is 25% higher than that of peers", this information makes strategic goals more grounded and makes investors more likely to "buy".
2. Disclosure emphasizes "exclusion method" and "excellent student template"
In practice, many secretaries have overlooked the "bottom line strategy" of disclosure - not every announcement has to be written beautifully, but every announcement must be written cleanly.
For example, for the disclosure of asset ownership compliance, the safest way to write is often "exclusionary": "This transaction strictly follows Article 4 of the "Management Measures for Major Asset Restructuring of Listed Companies", the ownership of the target assets is clear, personnel, finance, and business are independent, and there is no competition with peers, entrusted shareholding or external guarantees."
Goheal found through the analysis of many successful approval cases that supervision is more inclined to the "excellent student template" - concisely and clearly "clearing mines" one by one for the risk points to be disclosed, which is easier to win trust than lengthy but vague descriptions. For secretaries, this is not only a compliance skill, but also a "language firewall" for risk isolation.
3. The real master is the one who knows how to "talk about the future"
M&A and restructuring are not static games, but dynamic narratives. The core task of the secretary is to make the future value anchor clear without violating the information disclosure regulations - to make it clear why today's price is the "discount price" for tomorrow's growth.
This requires mastering an advanced rhetoric weapon called "expectation management model". For example, when the market questions the high valuation, it cannot be denied in vain, but should be said like this: "The valuation includes strategic premium factors, such as the cost savings of 230 million yuan in the migration of the core system", or further: "The target company promises a net profit of 120 million yuan in 2025, and the compound growth rate is expected to be no less than 25% from 2026."
This is not an illusory future, but a combination of "phased fulfillment + reasonable vision" - anchoring with financial models in the early stage and expanding space with growth in the later stage.
In this regard, Goheal summarized a three-stage combination logic of "performance commitment + goodwill hedging + information response". For example, the target's performance is unstable? Then just say: "The signed orders in Q4 cover 75% of the annual revenue"; worried about the pressure of cash consideration? The response method is: "The last payment is linked to ROE and binds the management"; Is the regulatory inquiry too sharp? Then use "the essence of the problem → verification process → rectification measures" to disassemble it layer by layer, and simulate the response words in advance to deal with it freely.
4. The valuation must be reasonable and supportable
The valuation must be supported, and the disclosure is confident. This is an iron rule for Goheal in actual operation projects.
When talking about valuation, you can't just talk about a PE or EV/EBITDA multiple. It needs to be broken down. The more detailed it is, the more the market believes it-for example: "The industry average is 12x, the target is 15x, because the customer stickiness index has increased by 20% and the ARPU value has increased by 11%."
It is also necessary to talk about how "hidden resources" are captured by valuation, such as: "After the acquisition, the exclusive franchise rights of the gas pipeline network held by the other party will be integrated for a total of 186 kilometers", "Two new licenses for key photovoltaic power generation areas have been added, with potential for collaborative development."
Even the cost savings and new customer opportunities after the merger can be included in the valuation "consensus rhetoric": "It is expected that the sales expense ratio will drop by 3.2pct after the merger, and the cross-selling channels can introduce 27 core customer resources." This valuation model is not used to "make up stories", but to help investors and regulators understand why the transaction is "cost-effective" from different dimensions. The core of valuation has never been "expensive" or "not expensive", but "worth it".
5. Public opinion is the wind direction and the turning point
Every disclosure window of a sensitive node is a psychological battle of arranging troops. From the "strategic positive release" after the release of the regular report, to the "logical warm-up" before the reorganization suspension, to the "institutional Q&A design" of the performance briefing - what the secretary of the board of directors has to do is not only to explain clearly, but also to explain cleverly.
Goheal believes that companies set up three sets of "public opinion preparation tools" during the window period:
The first set is "keywords-response level-template library": for example, in response to "thunderstorm" public opinion, the I-level response should be able to directly call up bank deposit certificates and renewal letters from major customers;
The second set is "announcement redundancy quota": 10-15% of the announcement content is reserved to allow for quick additional clarification when responding to sudden short selling or market questions;
The third set is "data visualization ammunition depot": including sensitivity analysis tables (such as: raw material price fluctuations ±10% affect gross profit margin ±1.8pct), industry valuation matrix diagrams, customer structure pyramid diagrams, etc., to give boring information a sense of picture and credibility.
6. written in the end: The rhetoric of the secretary is the packaging of capital
No announcement can reverse the fundamentals, but there is indeed a good speech that can restore confidence and support valuations.
The position of secretary to the board of directors has never been as simple as a company's "spokesperson". They are the gatekeepers of information disclosure, the narrators of capital communication, and the screenwriters of valuation logic. In the complex M&A ecosystem, behind an announcement is the strategic output of the team's joint efforts; a sentence is a highly concentrated narrative of the company.
Goheal always believes that a truly excellent secretary can make the announcement speak and the valuation sound.
Goheal Group
In the future capital market, speech will become an increasingly important part of the company's soft power. So, the next question is: when AI begins to participate in the generation of information disclosure, will the value of the secretary be reshaped or more highlighted?
We will continue to talk next time.
[About Goheal] Goheal is a leading investment holding company focusing on global M&A holdings. It has been deeply involved in the three core business areas of acquisition of listed company control, M&A and reorganization of listed companies, and capital operation of listed companies. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from M&A to reorganization to capital operation, aiming to maximize corporate value and achieve long-term benefit growth.
