Group 1 - Mergers and acquisitions (M&A) have become a key engine for driving technological innovation, industrial upgrading, and cultivating new productive forces in China [1] - The 2025 M&A Financial Conference will be held on December 8 in Shanghai, focusing on the theme "M&A Empowering Industrial Upgrading, Ecological Synergy Reshaping Momentum" [1] - The conference will release significant outcomes, including the "China M&A Comprehensive Index" and the "Action Plan for M&A Alliance Supporting Shanghai International Financial Center Construction" [1] Group 2 - China has introduced a series of supportive policies for capital market reform and M&A, including the new "National Nine Articles," "Science Eight Articles," and "M&A Six Articles" [2] - The Shanghai government has proactively developed the "Shanghai Action Plan for Supporting Listed Companies' M&A (2025-2027)" to accelerate the establishment of a global M&A center [2] - The conference will feature discussions on new experiences, trends, and outcomes in the M&A financial wave, focusing on the implementation of the "M&A Twelve Articles" [2] Group 3 - The "China M&A Comprehensive Index Report (2025)" will be released to objectively and accurately reflect the overall activity and development trends of the Chinese M&A market [3] - This report is the first to integrate data from capital market M&A, equity trading data from property rights exchanges, and private equity investment data, focusing on five core dimensions: activity, scale, efficiency, environment, and effectiveness [3] - The report will also introduce sub-indices for the Yangtze River Delta region and research-driven M&A, tracking the dynamics and structural characteristics of M&A under innovation [3] Group 4 - The M&A process requires deep collaboration among financial and professional service institutions and various industry chain participants to enhance synergy [4] - Shanghai Pudong Development Bank (SPDB) has been a pioneer in the domestic M&A financial sector since establishing a specialized M&A financial service team in 2005 [4] - SPDB has launched the "Puying M&A" super product and established a central M&A business center, aiming to become the preferred bank for M&A finance, with domestic and foreign M&A loan issuance exceeding 100 billion yuan in 2023 [4]

Core Viewpoint - The introduction of the first dedicated administrative regulations for listed company supervision in China aims to enhance regulatory effectiveness and investor protection, promoting healthy operations and governance of listed companies [1]. Group 1: Regulatory Framework - The China Securities Regulatory Commission (CSRC) has released a draft for public consultation on the "Regulations on the Supervision and Administration of Listed Companies," which includes a dedicated chapter on corporate governance and investor protection [1]. - The new regulations will bridge existing laws such as the Securities Law and Company Law, establishing a comprehensive regulatory framework for listed companies and related parties [1]. Group 2: Risk Prevention and High-Quality Development - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, particularly in the context of mergers and acquisitions (M&A) [2]. - By regulating acquirer qualifications and behaviors, the regulations aim to enhance the quality and effectiveness of M&A activities, supporting industry integration and upgrading [2]. - The regulations impose strict obligations on key executives and independent directors, ensuring accountability and proper exercise of shareholder rights [2]. Group 3: Investor Protection - A significant highlight of the regulations is the emphasis on investor protection, requiring listed companies to enhance cash dividend and share buyback mechanisms to improve investor returns [3]. - The regulations also aim to prevent companies from evading delisting and harming investor interests during restructuring, mandating cash options or other protective measures for dissenting shareholders [3].

四川省委金融办相关负责人还表示，聚焦服务"上市后备企业、在审在辅企业、有并购重组和再融资意 愿的上市公司、困难上市公司"四类关键主体，通过"名单+专班""一企一策"精准模式，着力破解企业上 市和并购重组中的痛点、堵点问题。 此外，《方案》还明确，提高政务服务效能，帮助企业及时与监管部门沟通，加强对撤否企业的帮助， 加强网络舆情应对等。 五大方面具体包括：加强指导培育，做大上市后备企业规模；整合资源集中攻坚，提高上市成功率；推 进并购重组和再融资，提高上市公司质量；加大纾困解难力度，化解上市公司风险；加强组织保障，形 成工作合力。 【环球网财经综合报道】日前，为充分发挥资本市场枢纽功能，推动四川产业转型升级与高质量发展， 四川省委金融办、四川证监局印发了《四川省推进企业上市和上市公司并购重组三年行动方案（2026- 2028）》，明确提出要提高企业上市成功率。 公开报道显示，《方案》以企业上市前、中、后不同阶段可能遇到的问题为导向，提出有针对性的五大 方面22项具体举措，为企业上市全生命周期保驾护航。 ...

Core Viewpoint - The article discusses the introduction of China's first dedicated administrative regulations for the supervision of listed companies, aimed at enhancing regulatory effectiveness and investor protection [1]. Group 1: Regulatory Framework - The China Securities Regulatory Commission (CSRC) has released a draft for the "Regulations on the Supervision and Administration of Listed Companies," which aims to strengthen corporate governance and investor protection [1]. - The new regulations will fill the gap in the existing regulatory framework by connecting foundational laws like the Securities Law and Company Law with the rules of the CSRC and stock exchanges [1]. - The regulations are designed to support the healthy operation and standardized governance of listed companies, especially in light of recent policies like the "National Nine Articles" and the "1+N" policy for capital markets [1]. Group 2: Risk Prevention and High-Quality Development - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, particularly in the context of mergers and acquisitions (M&A) [2]. - They aim to enhance the quality and effectiveness of M&A activities by regulating the qualifications of acquirers, acquisition behaviors, and financial advisory services [2]. - The regulations impose strict obligations on key executives and independent directors to ensure accountability and protect shareholder rights [2]. Group 3: Investor Protection - A significant highlight of the regulations is the emphasis on investor protection, requiring listed companies to enhance cash dividend and share buyback mechanisms to improve investor returns [3]. - The regulations also aim to prevent companies from evading delisting and harming investor interests during restructuring processes, mandating that companies provide cash options or other legal protections for dissenting shareholders [3].

Core Viewpoint - The introduction of the first dedicated regulatory administrative regulations for listed companies in China aims to enhance governance and investor protection, thereby promoting healthy operations and standardized governance of listed companies [1] Group 1: Regulatory Framework - The China Securities Regulatory Commission (CSRC) has released a draft for the "Regulations on the Supervision and Administration of Listed Companies," which seeks to establish a comprehensive regulatory framework that connects existing laws and rules [1] - The new regulations will elevate effective regulatory practices into law, providing strong support for stringent supervision and ensuring high-quality development of listed companies [1] Group 2: Risk Prevention and High-Quality Development - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, particularly in the context of mergers and acquisitions (M&A) [2] - By regulating the qualifications of acquirers and the conduct of M&A activities, the regulations aim to enhance the quality and effectiveness of M&A, supporting industry integration and upgrading [2] - The regulations impose strict obligations on key executives and independent directors, ensuring accountability and protecting shareholder rights [2] Group 3: Investor Protection - A significant highlight of the regulations is the emphasis on investor protection, which includes requirements for listed companies to enhance cash dividends and share buyback mechanisms [3] - The regulations also aim to prevent companies from evading delisting and harming investor interests during restructuring, mandating cash options or other protective measures for dissenting shareholders [3]

Core Viewpoint - The introduction of the first dedicated regulatory administrative regulations for listed companies in China aims to enhance governance and investor protection, thereby promoting healthy operations and standardized governance of listed companies [1] Group 1: Regulatory Framework - The China Securities Regulatory Commission (CSRC) has released a draft for the "Regulations on the Supervision and Administration of Listed Companies," which seeks to establish a comprehensive regulatory framework that connects existing laws and rules [1] - The new regulations will elevate effective regulatory enforcement and deterrence, supporting the high-quality development of listed companies [1] Group 2: Risk Prevention and High-Quality Development - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, particularly in the context of mergers and acquisitions (M&A) [2] - By regulating the qualifications of acquirers and the conduct of acquisitions, the regulations aim to enhance the quality and effectiveness of M&A activities, supporting industrial integration and upgrading [2] - The regulations impose strict obligations on key executives and independent directors, ensuring accountability and proper governance [2] Group 3: Investor Protection - A significant highlight of the regulations is the emphasis on investor protection, which includes requirements for listed companies to enhance investor returns through cash dividends and share buybacks [3] - The regulations also aim to prevent companies from evading delisting and harming investor interests during restructuring processes, mandating cash options or other protective measures for dissenting shareholders [3]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the draft of the "Regulations on the Supervision and Administration of Listed Companies," which aims to enhance corporate governance, strengthen information disclosure, regulate mergers and acquisitions, protect investors, and combat illegal activities in the capital market. This regulation is seen as a significant step towards improving the quality and transparency of listed companies and enhancing investor confidence [1][2]. Group 1: Key Aspects of the Regulations - The draft regulation addresses the persistent issues of violations by major shareholders and internal personnel, which have undermined investor confidence [2]. - It emphasizes the need for a modern corporate governance system in China, which is crucial for building world-class enterprises and achieving modernization [2]. - The regulation aims to create a closed-loop system around corporate governance, information disclosure, capital operations, investor protection, and enforcement penalties [1][4]. Group 2: Governance and Disclosure - The regulation specifies mandatory items for company charters, the roles of independent directors and audit committees, and sets clear standards for directors' diligence obligations [3][4]. - It establishes a multi-party accountability mechanism for financial fraud and requires audit committees to review financial reports before submission to the board [3][5]. - The regulation prohibits major shareholders from engaging in fund occupation and illegal guarantees, enhancing the identification and accountability of actual controllers [6][7]. Group 3: Mergers and Acquisitions - A dedicated chapter on mergers and acquisitions outlines a negative list for acquirers and requires performance commitments from transaction parties [8][9]. - It mandates that acquirers must not have significant debts or recent legal penalties, ensuring that only qualified entities can engage in acquisitions [8]. - The regulation aims to prevent misleading restructurings and high-premium arbitrage through comprehensive oversight of the entire transaction process [9][10]. Group 4: Investor Protection - The regulation includes a specific chapter on investor protection, mandating companies to focus on investment value and establish cash dividend and share buyback requirements [11]. - It introduces a mechanism for coordinating bankruptcy restructuring and emphasizes the need for companies to protect investors during the delisting process [11]. - The regulation aims to systematize investor return mechanisms, making cash dividends a priority over stock dividends and allowing multiple dividends within a year [11][12]. Group 5: Recommendations for Improvement - Experts suggest that the regulation should enhance legal deterrents against violations and provide clearer decision-making authority for audit committees to avoid supervisory vacuums [13][14]. - There is a call for more substantial rights for minority shareholders in dividend policies, delisting arrangements, and major transaction votes [14]. - Recommendations also include clarifying standards for related party transactions and refining the responsibilities of independent directors to prevent excessive accountability [15].

证券行业 标配（维持） 锚定行业发展新航向，构建多元协同生态 证券行业事件点评 2025 年 12 月 7 日 分析师：雷国轩（SAC 执业证书编号：S0340521070001） 电话：0769-22117626 邮箱：leiguoxuan@dgzq.com.cn 事 件 点 评 事件： 12月6日，在中国证券业协会第八次会员大会上，证监会主席吴清发言时提到，行业机构需立足自身 资源禀赋，从价格竞争转向价值竞争。头部机构应增强资源整合能力，力争形成若干家具有国际影响 力的标杆机构；中小机构需聚焦细分领域、特色业务与重点区域，深耕细作打造"小而美"的精品服 务商。监管层面将强化分类监管，对优质机构优化评价指标、适度拓宽资本空间与杠杆上限，提升资 本利用效率；对中小机构、外资机构探索差异化监管政策，促进特色化发展；对问题机构依法从严监 管。证券公司、投资机构在权益投资、价格发现、风险管理等方面要顺应时代发展。针对不同风险偏 好、规模、期限的需求，证券公司要提供丰富精准的财富管理服务，与投资者共进共赢，共同参与并 共享经济。 行 业 研 究 点评： 再提头部机构资源整合能力，并购重组市场有望再度升温。近年来，为加 ...

新质生产力、硬科技将成为核心主线 "春江水暖鸭先知。"陈超用这句话形容投资机构对市场温度的敏锐感知。他表示，并购六条新规发布 后，市场已步入"春天"。除政策的春风外，还有精准施策的春雨，如审核效率提升、融资渠道拓宽（鼓 励并购基金和并购贷款）、估值定价更趋市场化等。2024年9月后，并购活跃度显著提升，交易数量呈 现翻倍式增长，市场在交易方式、领域、规模等方面也呈现"百花齐放"的态势。 陈超认为，与2013至2015年那轮以跨界并购特别是游戏、影视等轻资产领域并购为主，呈现"三高"特征 的浪潮相比，当前市场出现了根本性改善。"当前的并购重组浪潮，主要聚焦在同行业、上下游或者'第 二增长曲线'这三个方面。"在他看来，这与并购六条及后续政策引导的方向高度吻合，使得市场行为更 趋理性和务实。 对于跨界并购，陈超持审慎态度，支持"有逻辑、有协同"的跨界。"并购的难点不在于交易达成，而在 于后续整合。如果仅仅是单纯利润拼凑，很难实现 '1加1大于2'的效果。"他认为，无论跨界幅度大小， 收购方与标的之间需要具备协同基础，如上下游供应商和客户共享、技术和管理效能提升、产业链强链 补链等，才能通过协同赋能实现价值提升。 在 ...

吴清指出，头部机构要保持时不我待、不进则退的紧迫感，在市场竞争力、客户和投资者服务、风险管 理等方面树标杆做表率。要进一步增强资源整合的意识和能力，用好并购重组机制和工具，实现优势互 补、高效配置，力争在"十五五"时期形成若干家具有较大国际影响力的头部机构。 吴清强调，一流投行不是头部机构的专属，中小机构也要把握优势、错位发展，在细分领域、特色客户 群、重点区域等方面集中资源，深耕细作，努力打造"小而美"的精品投行、特色投行和特色服务商。 中经记者 孙汝祥 夏欣 北京报道 证监会主席吴清12月6日在中国证券业协会第八次会员大会上表示，证券公司要立足自身资源禀赋，发 挥好比较优势，从价格竞争加快转向价值竞争。 吴清表示，证监会将着力强化分类监管、扶优限劣，对优质机构适当松绑，进一步优化风控指标，适度 打开资本空间和杠杆限制，提升资本利用效率。对中小券商、外资券商在分类评价、业务准入等方面， 探索实施差异化监管，促进特色化发展。对少数问题券商要依法从严监管，违法的要依法从严惩治。 （编辑：罗辑 审核：夏欣 校对：燕郁霞） ...