Core Viewpoint - The announcement by the Traders Association on optimizing the mechanism for merger notes aims to guide funds to support corporate mergers and acquisitions effectively, enhancing the quality of service provided by the interbank bond market to the real economy [1] Group 1: Definition and Purpose - Merger notes are debt financing instruments issued by non-financial enterprises in the interbank market, with funds raised specifically for corporate merger activities [2] - Corporate mergers involve transactions that achieve actual control, consolidation, or equity participation in existing operational enterprises or assets through various means [2] Group 2: Compliance and Funding Usage - Enterprises must operate legally and have good credit status, with both parties in a merger required to comply with national macro-control and industrial policies [2] - Funds raised can be used for paying merger prices, repaying bank loans related to mergers, or replacing self-funded contributions made in the past year for mergers [2] Group 3: Fund Allocation and Restrictions - At least 50% of the raised funds must be allocated for merger transaction purposes and kept in a regulated account, with restrictions on usage for other purposes [2] - The proportion of funds used for mergers cannot exceed 70% of the transaction price, while equity funds must constitute at least 30% [2] Group 4: Disclosure Requirements - During the registration phase, enterprises must disclose selection criteria, decision-making processes, project categories, and funding usage plans for the merger targets [3] - For completed mergers, enterprises must disclose the financial impact of the transaction and the future prospects of the merged entity [3] Group 5: Reporting and Flexibility - Enterprises are required to report on the usage of raised funds and the progress of merger projects by April 30 and August 31 each year [3] - The mechanism encourages the issuance of medium to long-term merger notes to align with the long-term nature of merger activities, thereby improving liquidity risk management [3] Group 6: Investor Confidence and Legal Compliance - Enterprises are encouraged to enhance investor confidence through various clauses, including debt limits and dividend arrangements [4] - Lead underwriters must provide special due diligence reports regarding the relationship between merger parties and the use of raised funds [4] Group 7: Registration and Efficiency - Merger notes will be distinctly identified to highlight their nature, and there are provisions for changing registration to other debt instruments if mergers are canceled or significantly adjusted [5] - The registration process for issuing merger notes will be streamlined to improve efficiency, with dedicated personnel for immediate evaluation [5]
交易商协会：服务企业并购重组 优化并购票据机制
Xin Hua Cai Jing·2025-12-02 12:02