并购重组新规：首次引入私募基金“反向挂钩”

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" by the China Securities Regulatory Commission (CSRC) aims to deepen the reform of the listed companies' merger and acquisition market, encouraging private equity funds to participate in mergers and acquisitions [1][2][3]. Summary by Sections Revision Highlights - Establishment of a phased payment mechanism for restructuring shares, extending the registration decision validity period for issuing shares to purchase assets to 48 months [2]. - Increased tolerance for changes in financial conditions, competition among peers, and related party transactions [2]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision within 5 working days without the need for review by the M&A Committee [2][3]. - Lock-up period requirements clarified for mergers, with a 6-month lock-up for controlling shareholders of the absorbed company and no lock-up for other shareholders [2]. - Encouragement of private equity funds' participation in mergers and acquisitions, with a "reverse linkage" mechanism for lock-up periods based on investment duration [2][3]. Market Impact - The new regulations are expected to significantly benefit private equity funds, with a notable increase in the number of disclosed asset restructurings, totaling over 1,400, including more than 160 major restructurings since the introduction of the "M&A Six Measures" [3]. - The number of asset restructuring plans disclosed this year has exceeded 600, 1.4 times that of the same period last year, with major restructurings reaching approximately 90, 3.3 times the previous year [3]. - The total amount of completed major asset restructuring transactions has surpassed 200 billion, an increase of 11.6 times compared to the same period last year [3]. Future Developments - The CSRC plans to continue implementing the revised measures to further stimulate the M&A market [4]. - The rise of merger招商 (merger investment promotion) as a new strategy for state-owned capital is noted, with over 10 regions launching supportive policies for M&A funds [5][6]. - The establishment of dedicated M&A departments within investment firms indicates a growing focus on M&A opportunities, with competitive salaries for experienced professionals in this field [7].