中小盘策略专题：《重组办法》新规落地，并购重组深化改革进行时

Core Insights - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the M&A market for listed companies, focusing on enhancing market vitality, improving review efficiency, and optimizing regulatory mechanisms [3][4][5] Summary by Sections Regulatory Changes - The new regulations introduce a phased payment mechanism for restructuring shares, allowing companies to adjust share payment arrangements based on the target's subsequent operating conditions, thus alleviating short-term liquidity pressures [6] - The requirements regarding financial condition changes have been adjusted to "will not lead to significant adverse changes," facilitating acquisitions of quality unprofitable assets that enhance key technology levels [4] Review Efficiency - A simplified review process has been established, allowing eligible M&A transactions to bypass the exchange's review committee and complete registration within 5 working days, significantly reducing the review time from months to within two weeks [5] - This process applies to stock-for-stock mergers and acquisitions involving quality listed companies with a market capitalization exceeding 100 billion and a continuous A rating for information disclosure quality [5] Market Vitality - The introduction of a 6-month lock-up period for controlling shareholders of the absorbed company (extended to 18 months for acquisitions) aims to ensure stability in integration while providing liquidity convenience for minority shareholders [6] - The "reverse linkage" mechanism for private equity funds has been clarified, shortening lock-up periods for third-party transactions and restructuring listings, which encourages long-term capital participation in M&A activities [6]