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Divesting to Enhance Corporate Value

Insights and outlook for China

The 2026 Two Sessions explicitly established the core directive of “focusing on core businesses and divesting non-core and inefficient assets to accelerate the development of new quality productive forces,” highlighting the role of divestitures as a key instrument for serving the national industrial strategy.

In line with this strategic positioning, Deloitte China unveils Divesting to Enhance Corporate Value. The report dives into a new era of structural opportunities in China divestitures and offers five forward-looking insights that will likely define the year ahead.

Guided by the Two Sessions’ mandate to deepen core businesses and drive industrial upgrade, domestic organizations have fundamentally reshaped the logic behind divestitures. Rather than aiming mainly at offloading loss-making assets to relieve financial stress, divestitures now serves as a proactive strategic tool. By exiting non-core and low-synergy operations, organizations free up capital and resources to concentrate on national strategic sectors such as high-end manufacturing, semiconductors, and AI. This shift aligns precisely with the Two Sessions’ core objectives of cultivating new quality productive forces and transitioning from old growth drivers to new ones.

In the long run, organizations will become leaner and stronger by shedding inefficient non-core assets, allowing them to concentrate resources on fortifying their core businesses. Simultaneously, the state leverages divestitures to guide capital agglomeration in key sectors. This synergy collectively refines the modern industrial system and facilitates the scaled development of new quality productive forces, ultimately accomplishing a structural industrial upgrade—transitioning from a model that is “large and comprehensive” to one that is “specialized and strong.”

Divestitures are fraught with multifaceted complexities, notably the identification of right buyers, intricate tax planning, separation of business structures, and labor compliance. Organizations must integrate a comprehensive compliance framework early in the planning stage. This framework must align with the state-owned assets supervision protocols as well as domestic tax and labor regulations to prevent asset erosion and operational disputes. Such measures are essential to ensure divestitures remain consistent with the Two Sessions’ policy intent of enhancing quality and efficiency while holding the line on risks. Notably, the imperatives of high-quality SOE development and standardized state-owned assets supervision impose even stricter compliance demands on the divesting process.

Domestic sellers are shifting from a focus on headline valuation to securing a "certainty-adjusted price". This requires proactive coordination of tax and legal architecture designs and the refinement of value logic through standardized, IPO-level preparation. Furthermore, organizations need to institutionalize divestiture capabilities within their strategic frameworks. These measures are designed to continuously support core business focus and resource optimization, effectively aligning with the Two Sessions’ call to deepen SOE reform and advance specialized integration.

Deloitte believes that the effective and proactive divestitures of non-core assets serve as a critical lever for the structural upgrading and transformation of China’s economy. It is an indispensable link in the concentrated effort to cultivate the six emerging pillar industries.

Five insights will likely define the year ahead

China sellers are “defended” on price downside but could be missing upside potential

The Chinese Mainland/HK seller experience looks more “defended” on downside than the global average—either because expectations are set more conservatively, the sell-side perimeter is packaged more cleanly, or buyer competition is managed more effectively—the key opportunity is still in creating competitive tension and de-risking diligence (the usual drivers of above-plan outcomes).

Post-close value leakage risk is typically linked to legal / tax / and other liabilities

China sellers face nearly double the global average of post-close challenges from tax and legal complexities. To protect proceeds, Chinese dealmakers must treat legal entity architecture as a front-line value driver rather than back-office cleanup, proactively ring-fencing retained liabilities to reduce the need for conservative buyer holdbacks.

Management readiness is a bigger swing factor in China than globally

Management preparedness (storytelling discipline, operational command of separation issues, ability to respond crisply in diligence) is a more distinctive differentiator than globally. Treat management prep like an IPO readiness sprint—value story, KPI pack, Day 1 operating model narrative, TSA logic, and risk register—tested via mock Q&A.

China sellers and buyers favour complete "Day 1" people standalone operations

China sellers use significantly fewer HR Transition Service Agreements (TSAs) than global peers to avoid post-close entanglement. This makes "Day 1" people readiness non-negotiable; sellers must deliver airtight employee transfer plans and clean HR data handoffs to prevent transition risks from being "priced in" by buyers.

China sellers are less comfortable with AI M&A tools and is missing an opportunity

A significant discomfort with using M&A-specific AI creates a distinct competitive opportunity for forward-thinking sellers. By leveraging "low-regret" technology for diligence data hygiene, automated Q&A, and digital TSA tracking, sellers can significantly increase process speed and data reliability to stand out to sophisticated international buyers.

To explore how disciplined divestitures, alongside acquisitions, can underpin a holistic transformation journey and position your organisation as a growth transformer, refer to: Transformational M&A: The Growth Transformer’s Playbook Asia Pacific.

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