并购重组再迎政策利好！5月16日，中国证监会发布《上市公司重大资产重组管理办法》（以下简称 《重组管理办法》），进一步深化上市公司并购重组市场改革。深沪北交易所也随之修订发布《上市公 司重大资产重组审核规则》及配套业务指南。 事实上，自去年"并购六条"发布以来，深市市场并购重组活动已显著增加，呈现出"多点开花"的局面。 《重组管理办法》修改发布后，"并购六条"的各项措施全面落地，进一步释放市场活力。"并购六条"发 布以来，并购重组市场规模和活跃度大幅提升，上市公司累计披露资产重组超1400单，其中重大资产重 组超160单。今年以来，上市公司筹划资产重组更加积极，已披露超600单，是去年同期的1.4倍；其中 重大资产重组约90单，是去年同期的3.3倍；已实施完成的重大资产重组交易金额超2000亿元，是去年 同期的11.6倍，资本市场功能得到有效发挥。 《重组管理办法》提出，建立重组股份对价分期支付机制。将申请一次注册、分期发行股份购买资产的 注册决定有效期延长至48个月。提高对财务状况变化、同业竞争和关联交易监管的包容度。新设重组简 易审核程序。明确适用简易审核程序的重组交易无需证券交易所并购重组委审议，中国证 ...

Core Viewpoint - The recent amendment to the "Management Measures for Major Asset Restructuring of Listed Companies" by the China Securities Regulatory Commission (CSRC) revitalizes the M&A restructuring market, indicating an optimization of the market environment for mergers and acquisitions [1][2]. Group 1: Key Changes in Regulations - The introduction of a phased payment model for restructuring shares allows companies to apply for a single registration while extending the registration decision validity period to 48 months, providing greater flexibility and alleviating financial pressure during the M&A process [1][2]. - The regulatory requirements regarding financial condition changes, industry competition, and related party transactions have been adjusted to a more lenient standard, promoting the rapid development of hard technology enterprises [1][2]. Group 2: Simplified Review Process - A new simplified review process for restructuring transactions has been established, allowing eligible transactions to bypass the M&A committee review and enabling the CSRC to complete registration decisions within 5 working days, facilitating quicker market responses [2]. - The lock-up period rules for mergers have been refined, imposing a 6-month lock-up on controlling shareholders of the acquired company while not applying a lock-up for other shareholders, enhancing the smoothness of corporate integrations [2]. Group 3: Encouragement of Private Equity Participation - The new regulations encourage private equity funds to participate in M&A activities through a "reverse linkage" arrangement, addressing the challenges of exit for private equity and further activating long-term capital [2]. Group 4: Market Activity Data - Since the release of the "Six Opinions on Deepening the Reform of the M&A Restructuring Market," over 1,400 asset restructuring cases have been disclosed, with significant increases in both the number and value of major asset restructurings compared to the previous year [3]. - The number of disclosed asset restructurings this year has reached over 600, 1.4 times that of the same period last year, with major asset restructurings amounting to approximately 90, 3.3 times higher than last year [3]. - The total value of completed major asset restructuring transactions has exceeded 200 billion yuan, 11.6 times that of the same period last year, indicating a positive cycle of reform, vitality, and development in the market [3].

Policy Commentary - The revised "Major Asset Restructuring Management Measures" aims to enhance the efficiency and vitality of the restructuring market, aligning with the "New National Nine Articles" and the "Six Merger Articles" to promote active mergers and acquisitions [1][3] - The new measures allow for a phased payment mechanism for share issuance in acquisitions, which is expected to stimulate mergers in emerging industries by reducing short-term financial pressure on acquirers and increasing transaction flexibility [3][4] - The revised rules clarify that two types of transactions do not require review by the M&A Committee, which will further enhance the efficiency of high-quality large-cap companies' acquisition reviews [3][4] Related Research - As of May 16, 2025, the A-share market has disclosed 74 merger and acquisition plans this year, representing a year-on-year increase of 161% and 190% compared to the same periods in 2023 and 2024, respectively [4] - The total disclosed transaction value of mergers and acquisitions reached 832.19 billion, surpassing the level of the same period in 2023, although it is about 78% of the value in 2024 [4] - The implementation of the revised measures is expected to eliminate institutional barriers for companies engaging in mergers and acquisitions, attracting more market participants and promoting deeper market development [4]

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the merger and acquisition market for listed companies, supporting their transformation and upgrading through mergers and acquisitions [1][2]. Summary by Sections Major Modifications - The new "Restructuring Measures" introduces several first-time initiatives, including a simplified review process, adjusted regulatory requirements for issuing shares to purchase assets, a phased payment mechanism, and the introduction of private equity fund "reverse linkage" arrangements [4][5]. Key Changes 1. **Phased Payment Mechanism**: Establishes a mechanism for phased payment of shares for asset purchases, extending the registration decision validity period to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. 2. **Increased Regulatory Flexibility**: Adjusts the requirements for disclosing the benefits of transactions to focus on avoiding significant adverse changes in financial status and ensuring independence from major adverse impacts of related transactions [5]. 3. **Simplified Review Process**: Introduces a simplified review process for certain restructuring transactions, allowing the China Securities Regulatory Commission (CSRC) to make registration decisions within five working days [6]. 4. **Lock-up Period Rules**: Clarifies lock-up requirements for mergers between listed companies, setting a six-month lock-up for controlling shareholders of the acquired company and an 18-month lock-up for acquisitions [6]. 5. **Encouragement of Private Equity Participation**: Implements "reverse linkage" for private equity fund investment periods and lock-up periods, reducing lock-up durations for certain shareholders [7]. 6. **Adaptation to New Company Law**: Makes adjustments in line with the new Company Law and related regulations, including terminology updates and the removal of references to company supervisors [7]. Market Activity - Following the release of the "Restructuring Measures," the measures outlined in the "Six Opinions on Deepening the Reform of the Merger and Acquisition Market" have been fully implemented, significantly enhancing market activity. Over 1,400 asset restructuring announcements have been made, with major asset restructurings exceeding 160 [9][10]. - In 2024, the number of merger projects reviewed by the Shanghai and Shenzhen Stock Exchanges has increased, with 15 projects reviewed in total, and a 100% approval rate for the first half of 2025 [11][12]. Specific Case - *ST Songfa has received approval from the CSRC for a major asset restructuring involving the acquisition of 100% equity in Hengli Heavy Industry Group, aiming to enhance profitability and risk resistance [13].

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the listed company's merger and acquisition market, supporting transformation and upgrading through mergers and acquisitions [1][2]. Summary of Key Modifications - Establishment of a phased payment mechanism for share-based acquisitions, extending the registration decision validity to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. - Increased tolerance for changes in financial conditions, related party transactions, and competition, shifting the requirement to ensure no significant adverse changes occur [5]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision within five working days without the need for review by the M&A committee [5]. Encouragement of Private Equity Participation - The revised measures encourage private equity funds to participate in mergers and acquisitions by linking investment periods to lock-up periods, reducing lock-up times for certain transactions [6]. Market Activity and Impact - Following the release of the revised measures, the M&A market has seen significant activity, with over 1,400 asset restructuring disclosures and a 1.4 times increase in planned asset restructurings compared to the previous year [7][8]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion, marking an 11.6 times increase year-on-year [7]. Recent Approvals - Concurrently with the release of the revised measures, two major asset restructurings were approved by the China Securities Regulatory Commission, including *ST Songfa's acquisition of 100% equity in Hengli Heavy Industry Group [11].

Investment Rating - The report gives an "Overweight" rating for the industry, indicating a positive outlook for the sector's performance compared to the overall market [3][17]. Core Insights - The modification of the "Major Asset Restructuring Management Measures" by the China Securities Regulatory Commission (CSRC) aims to further relax merger and acquisition policies, encouraging high-quality companies to grow through restructuring [4]. - The report highlights five key points from the revised measures, including the establishment of a phased payment mechanism for share acquisitions, increased regulatory tolerance for financial condition changes, a simplified review process for restructuring, clarified lock-up period requirements for mergers, and encouragement for private equity funds to participate in mergers and acquisitions [4][5]. - The report notes a significant increase in merger and acquisition activities in the capital market, with over 600 disclosed asset restructuring plans in 2025, which is 1.4 times that of the same period last year, and the completion of major asset restructuring transactions exceeding 200 billion yuan, an increase of 11.6 times year-on-year [5]. Summary by Sections Regulatory Changes - The revised measures include a 48-month validity period for registration decisions on phased share issuances, enhancing flexibility and success rates for restructurings [4]. - Increased regulatory tolerance for financial changes and related party transactions allows more companies to pursue resource integration through major asset restructurings [4]. Market Activity - The report indicates that the capital market is experiencing a surge in merger and acquisition cases, with a notable increase in both planned and completed transactions [5]. - The measures are expected to optimize resource allocation in the capital market and enhance investor confidence [5]. Investment Recommendations - The report recommends focusing on brokerage firms that are likely to benefit from increased merger and acquisition activities, including China Galaxy, CICC, GF Securities, CITIC Securities, and Guotai Junan [6]. - It also suggests monitoring firms with high earnings sensitivity to trading activities and those with strong capital positions and low valuations, such as Dongfang Caifu and Huatai Securities [6].

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" by the CSRC aims to deepen the reform of the listed companies' merger and acquisition market, introducing mechanisms for phased payment of shares, enhancing regulatory tolerance for financial changes, and simplifying the review process for restructuring transactions [1][2][4]. Summary by Sections Section 1: Phased Payment Mechanism - A phased payment mechanism for share consideration in restructuring has been established, allowing a registration decision for phased issuance of shares to be valid for 48 months, with the lock-up period starting from the end of the first issuance [2][3]. - Companies can choose between performance compensation or phased payment plus performance compensation to fulfill commitments under performance guarantees [2]. Section 2: Regulatory Tolerance - The requirements for companies to explain and disclose the benefits of transactions have been adjusted to focus on avoiding significant adverse changes in financial status and preventing new major adverse impacts from competition and related transactions [2][3]. Section 3: Simplified Review Process - A new simplified review process has been introduced, allowing certain restructuring transactions to bypass the review by the M&A Committee of the stock exchange, with the CSRC making a registration decision within 5 working days [2][3]. Section 4: Lock-up Period Rules - The lock-up requirements for mergers between listed companies have been clarified, imposing a 6-month lock-up on controlling shareholders and related parties of the acquired company, while no lock-up is required for other shareholders [3]. Section 5: Encouragement of Private Fund Participation - Private funds are encouraged to participate in mergers and acquisitions, with a reverse linkage mechanism for the investment period and lock-up period, reducing lock-up periods for certain shareholders [3][4]. - The CSRC noted that since the introduction of the "Six Opinions on Deepening the Reform of the M&A Market," the scale and activity of the M&A market have significantly increased, with over 1,400 asset restructuring disclosures and a notable rise in major asset restructuring transactions [4].

中金公司还强调，当下的并购重组政策展现出鲜明的时代特征。首先，在科技创新浪潮中，政策力挺科 技型企业并购重组，助其突破技术枷锁；其次，政策推动回归产业本源，严管 "借壳上市"，抑制投 机，引导企业专注产业整合升级；此外，积极畅通A股退市渠道，鼓励吸收合并，优化资源配置，营造 市场良性生态。 对此有业内人士认为，并购重组是上市公司提质增效的重要途径，也是推动上市公司强化投资者回报的 重要抓手，特别是部分公司前期经营面临阶段性困难，出现原有主业经营发展陷入瓶颈、丧失自我造血 能力、流动性压力等问题，公司通过资产注入、控制权变更、资产剥离等方式化解困难和潜在风险，积 极改善经营质量。 中金公司则撰文指出，并购重组绝非企业间的简单合并，它涵盖兼并，比如吸收合并、新设合并，以及 收购，像是股权收购等形式。其目的或是通过产业并购提升效率，像横向整合优化行业竞争格局、垂直 整合强化产业链掌控力，或是分拆上市聚焦核心业务发展等。 【环球网财经综合报道】5月16日收盘后，证监会正式公布实施修订后的《上市公司重大资产重组管理 办法》，在简化审核程序、创新交易工具、提升监管包容度等方面作出优化。值得关注的是，修订后的 重组办法创多 ...

文/王兆寰 5月16日晚间，证监会对外发布《关于修改＜上市公司重大资产重组管理办法＞的决定》（下称"《重组办 法》"），自公布之日起施行。 些管 此外，新的《重组办法》鼓励私募基金参与上市公司并购重组。对私募基金投资期限与重组取得股份的锁定期实 施"反向挂钩"，明确私募基金投资期限满48个月的，第三方交易中的锁定期限由12个月缩短为6个月，重组上市中 控股股东、实际控制人及其控制的关联人以外的股东的锁定期限由24个月缩短为12个月。 《重组办法》修改发布后，《关于深化上市公司并购重组市场改革的意见》的各项措施全面落地，进一步释放市 场活力。下一步，中国证监会将持续做好《重组办法》的贯彻落实工作，进一步激发并购重组市场活力。 编辑：麻晓超 据悉，此次修改提高了对财务状况变化、同业竞争和关联交易监管的包容度；新设重组简易审核程序。明确适用 简易审核程序的重组交易无需证券交易所并购重组委审议，中国证监会在5个工作日内作出予以注册或者不予注册 的决定。同时，建立了重组股份对价分期支付机制。将申请一次注册、分期发行股份购买资产的注册决定有效期 延长至48个月。另外，进一步明确上市公司之间吸收合并的锁定期要求。对被吸并方 ...

5、小米汽车副总裁否认"退订会造成小米汽车崩塌"传闻 6、乌方官员称谈判毫无成果 // 宏观预警 // 1、市场监管总局局长罗文：综合整治"内卷式"竞争 ，维护公平竞争市场秩序 国家市场监督管理总局局长罗文发文指出，当 前，"内卷式"恶性竞争破坏市场公 平竞争秩序，扭曲了 资源配置与价格信号，成为企业创新发展、向价值链中高端攀升的阻碍 。 我们要深刻认识到，综合整 治"内卷式"竞争是一项系统工程，要坚持系统施策，强化政府、企业、行业协会的协同治理，健全长效 机制，充分激发各类经营主体的内生动力和创新活力，推动有效市场和有为政府更好结合，形成既"放 得活"又"管得住"的经济秩序。 2、沪深交易所本周对风险警示板股票进行重点监控 // 今日关注 // 3、公募考核基准变化导致调仓？多位公募人士：该说法不准确、不专业 1、上市公司重大资产重组新规落地，提出多个"首次" 4、张坤卸任易方达副总，选择专注投资 杭州热联集团股份有限公司发布关于新增借款的公告，截至第1季度末，公司新增借款40.73亿元，占上 年末净资产100.36亿元的40.58%。 新增借款主要用于满足公司大宗商品产业服务业务的资金需求，符 合行业特征 ...