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金融监管总局,重磅发布!
中国基金报·2025-08-20 12:17

Core Viewpoint - The newly proposed regulations for merger loans aim to optimize the services provided by commercial banks and support the development of a modern industrial system and new productive forces in China [4][5]. Summary by Sections Overview of the New Regulations - The National Financial Supervision Administration has released a draft for the "Management Measures for Commercial Bank Merger Loans" to replace the previous guidelines from 2015 [4][5]. Key Provisions of the New Regulations - Commercial banks must consider both merger transaction and loan risks when determining the proportion of merger loans to the transaction price, ensuring a reasonable ratio of equity financing to prevent high-leverage risks [5][22]. - For controlling mergers, the loan proportion cannot exceed 70%, while equity financing must be at least 30% [5][22]. - For equity mergers, the loan proportion cannot exceed 60%, and equity financing must be at least 40% [6][22]. - The total balance of merger loans must not exceed 50% of the bank's Tier 1 capital, and equity loans must not exceed 30% of the total merger loan balance [6][24]. Conditions for Loan Approval - Banks must ensure that the merger parties have a high degree of industrial relevance or strategic synergy, which aids in restructuring and optimizing industrial layout, or transitioning to new productive forces [6][14]. - Banks are required to conduct thorough due diligence to prevent fraudulent activities related to merger loans [6][20]. Previous Policy Adjustments - In March, a pilot program was initiated to relax certain merger loan policies for technology companies, allowing for higher loan proportions and extended loan terms [6][5]. Risk Management and Compliance - Banks must establish robust risk management mechanisms and ensure compliance with legal and regulatory requirements throughout the merger loan process [6][13][14]. - The due diligence teams must include professionals with relevant experience and cover all aspects of the merger, including financial and operational risks [6][10][12]. Loan Management and Monitoring - Post-loan issuance, banks must closely monitor the use of funds and the performance of the merger to prevent misuse and ensure compliance with loan agreements [6][23][24].