“反向挂钩”等机制落地 将重塑并购重组市场生态

Core Viewpoint - The approval of Aopu Mai's asset acquisition through a share issuance marks a significant innovation in the A-share market, demonstrating the operational feasibility of new mechanisms introduced in the "Six Merger Rules" [1][2]. Group 1: Aopu Mai's Project Significance - Aopu Mai's restructuring project serves as a key innovation mechanism transitioning from policy to practice, providing a strong demonstration effect for the market [2]. - The acquisition of Chengli Biopharmaceutical Technology will enhance synergy and complementarity between the two companies, as Aopu Mai specializes in cell culture media and CDMO services, while Chengli focuses on CRO services [2]. Group 2: Innovative Payment Mechanism - The share issuance payment mechanism alters the traditional risk distribution model in mergers and acquisitions, transferring part of the future uncertainty risk from the acquiring company to the seller [2][3]. - This mechanism allows for performance-based installment payments, enabling the acquiring company to adjust payments based on actual operational performance, thus binding the interests of both parties more closely [2][3]. Group 3: Private Equity Fund Incentives - The "reverse linkage" policy between private equity fund investment duration and the lock-up period for shares acquired through restructuring significantly enhances the exit channels for patient capital, boosting confidence among private equity funds [3][4]. - The revised regulations shorten the lock-up period from 12 months to 6 months for qualifying funds, accelerating capital recovery and improving overall returns [3][4]. Group 4: Active M&A Market - The implementation of innovative mechanisms is reshaping the M&A market ecosystem, with the "Six Merger Rules" encouraging private equity funds to actively participate in mergers and acquisitions [5]. - Various regions have established new industrial merger funds, with scales ranging from several billion to over 10 billion, targeting sectors like high-end manufacturing and biomedicine [5][6]. Group 5: Government and Corporate Strategies - Local governments are increasingly using merger funds to attract quality industrial resources, which has become a vital strategy for regional industrial upgrades and economic restructuring [6][7]. - Companies are also setting up industrial merger funds across various sectors, indicating a growing trend in the market [6][7]. Group 6: Future Outlook - The ongoing implementation of the "Six Merger Rules" is expected to lead to more flexible industrial integration cases in strategic emerging industries like semiconductors and new materials [7]. - There is an anticipation for continuous optimization of the merger review process and diversification of payment tools, aiming for a better balance between market inclusivity and risk prevention [7].