A股首单重组股份对价分期支付、“反向挂钩”项目通过上交所重组委审议

Core Viewpoint - Aopu Mai's asset acquisition through share issuance has been approved by the Shanghai Stock Exchange's M&A Committee, marking the first use of a phased payment mechanism for share consideration in the A-share market since the introduction of the "Six M&A Guidelines" [2] Group 1: Aopu Mai's Acquisition - Aopu Mai (688293.SH), listed on the Sci-Tech Innovation Board in 2022, focuses on cell culture medium R&D and biopharmaceutical contract development and manufacturing services (CDMO) [2] - The target company, Pengli Bio, specializes in drug and device R&D clinical research services (CRO) and is recognized as a national-level specialized and innovative small giant [2] - Post-transaction, the target company will become a wholly-owned subsidiary of Aopu Mai, enhancing the company's profitability and core competitiveness through synergistic effects [2] Group 2: Phased Payment Mechanism - The phased payment mechanism for share consideration significantly enhances payment flexibility, safeguarding the interests of the listed company [3] - The listed company will pay the target company's controlling shareholders and management team in installments based on the target's future operational performance, allowing for adjustments in share quantity based on performance completion [3] - This mechanism binds the core team of the target company to the long-term interests of the listed company, promoting collaborative development [3] Group 3: Reverse Linkage Policy - The "reverse linkage" policy encourages private equity funds to participate in M&A by linking the investment period with the lock-up period for shares acquired through the restructuring [3] - Private equity funds holding shares of the target company for over 48 months prior to the restructuring will have a 6-month lock-up period for shares obtained through this transaction [3] - This policy fosters "patient capital" and promotes a healthy cycle of fundraising, investment, management, and exit [3] Group 4: "Six M&A Guidelines" Impact - The "Six M&A Guidelines" introduce a comprehensive set of reform measures aimed at invigorating the M&A market, enhancing regulatory inclusiveness, and improving payment flexibility and review efficiency [4] - Since the implementation of these guidelines, various policies such as inter-company mergers, phased payment mechanisms, and the reverse linkage for private equity funds have been successfully executed [4] - These measures are expected to strengthen the role of capital markets in corporate M&A, supporting economic transformation and high-quality development [4]