Core Viewpoint - The China Securities Regulatory Commission (CSRC) has announced modifications to the "Major Asset Restructuring Management Measures" to facilitate the implementation of the "Six Measures for Mergers and Acquisitions," aimed at enhancing market vitality and supporting corporate restructuring efforts [1][2]. Group 1: Key Measures Introduced - Establishment of a phased payment mechanism for restructuring shares, allowing a registration decision to be valid for up to 48 months [2][3]. - Introduction of a simplified review process for restructuring transactions, enabling the CSRC to make registration decisions within five working days without the need for review by the stock exchange's merger and acquisition committee [2][3]. - Clarification of lock-up period requirements for companies involved in mergers, with a six-month lock-up for controlling shareholders of the acquired company and an 18-month lock-up for acquisitions [3][4]. Group 2: Market Impact and Trends - Since the introduction of the "Six Measures," the scale and activity of the mergers and acquisitions market have significantly increased, with over 1,400 asset restructuring disclosures, including more than 160 major asset restructurings [4][5]. - The new regulations are expected to enhance the quality of listed companies and improve investor returns, while also revitalizing existing resources in the macroeconomic context [5][6]. - Analysts suggest that the new rules will particularly benefit technology innovation companies and encourage private equity funds to participate in mergers and acquisitions [6][7]. Group 3: Investment Opportunities - Focus on four investment directions: strengthening leading technology companies, industry consolidation in traditional sectors, increased market management willingness among state-owned enterprises, and diverse options for unlisted companies considering mergers [7][8]. - The new restructuring measures are seen as a significant step towards enhancing the development space for the mergers and acquisitions market, potentially increasing the investment value of listed companies [8].

Market Overview - The A-share market experienced a rise followed by a decline during the trading week from May 12 to May 16, with the Shanghai Composite Index reaching a weekly high of 3417 points and closing at 3367.46 points, resulting in a cumulative increase of 0.76% for the week [1][3]. Market Volume and Participation - Market trading volume showed a similar pattern, with an average daily turnover exceeding 1.3 trillion yuan in the first half of the week, but decreasing to around 1.1 trillion yuan in the latter half, with Friday's turnover dropping to 1.09 trillion yuan, indicating a decline in investor participation [3][5]. Sector Performance - There was significant structural differentiation within the market. The shipping, military, chemical, and controllable nuclear fusion sectors performed well, with companies like Chengfei Integration in the military sector achieving a weekly increase of over 60% [3]. Conversely, the precious metals sector saw a slight decline following a drop in gold prices, and ST stocks faced pressure due to potential performance issues, with many ST stocks dropping over 10% [3]. Policy Impact - The recent revision of the "Major Asset Restructuring Management Measures" by the China Securities Regulatory Commission (CSRC) is expected to enhance the efficiency and convenience of mergers and acquisitions for listed companies. The new "2+5+5" simplified review process could lead to a bullish market trend, similar to the one observed in 2014-2015 when restructuring policies were relaxed [4]. Future Market Outlook - The market outlook remains cautiously optimistic, with a focus on trading volume indicators in the upcoming week. If trading volume continues to increase, particularly in the large financial sector, the index may break through the resistance level of 3439 points. Conversely, a decrease in volume could lead to a downward adjustment [5]. Upcoming Events - Key upcoming events include a press conference by the State Council Information Office on May 19 to discuss the national economic operation in April 2025, and the release of the monthly report on residential sales prices by the National Bureau of Statistics [6][7].

Group 1 - The commercialization of humanoid robots is accelerating, with the market expected to reach a trillion-level scale by 2030, indicating a significant growth opportunity [1][4] - Major companies like Tencent and Huawei are collaborating with technology firms to enhance the intelligent control and AI capabilities of humanoid robots, laying a strong technical foundation for commercial applications [3][4] - Government policies in cities like Beijing and Shanghai are providing substantial support for the humanoid robot industry, including subsidies and comprehensive support measures [4] Group 2 - Companies with core technologies are likely to experience significant growth, with three key firms identified for their strong performance: Helin Micro-Nano, Meige Intelligent, and a leading sensor company [5][6][7] - Helin Micro-Nano has seen a 598% increase in performance in Q1 2025, focusing on precision drive systems and optical components [5] - Meige Intelligent reported a 611% increase in Q1 performance, providing core drivers for humanoid robot control and interaction systems [6] - The leading sensor company experienced a remarkable 2815% increase in Q1 performance and is pursuing a share acquisition agreement, which could enhance technological synergies [7]

证券分析师 孙婷 执业证书：S0600524120001 sunt@dwzq.com.cn 证券分析师 何婷 执业证书：S0600524120009 heting@dwzq.com.cn 证券研究报告·行业点评报告·非银金融 非银金融行业点评报告 并购重组管理办法修订，进一步释放市场活 力 增持（维持） [Table_Tag] [Table_Summary] 投资要点 ◼ 风险提示：宏观经济波动加大，监管政策趋严，行业竞争加剧。 2025 年 05 月 17 日 行业走势 -14% -8% -2% 4% 10% 16% 22% 28% 34% 40% 46% 2024/5/17 2024/9/15 2025/1/14 2025/5/15 非银金融 沪深300 相关研究 《中国人身险产品变迁历史与未来展 望系列报告（二）》 2025-05-13 《资负并举，循序渐进——低利率下 保险业的困境与出路系列报告（三）》 2025-05-11 东吴证券研究所 1 / 2 请务必阅读正文之后的免责声明部分 ◼ 【事件】2025 年 5 月 16 日，证监会发布《关于修改<上市公司重大资 产重组管理办法＞的决定》，自发布之 ...

Group 1 - The new regulation on major asset restructuring for listed companies, effective from May 16, aims to simplify review processes, innovate transaction tools, and enhance regulatory inclusiveness, including the introduction of a phased payment mechanism [1] - The market sentiment remains low with a total trading volume of 1.1 trillion, indicating a lack of enthusiasm among investors despite some activity in small-cap stocks [1] - The restructuring regulation is expected to benefit state-owned enterprises and ST stocks, which have shown some changes recently [2] Group 2 - Market adjustments are part of a structural pattern, with a tendency for three weeks of increases followed by one week of adjustment, suggesting a potential upcoming adjustment phase [2] - The market is influenced by external factors such as geopolitical events and corporate news, exemplified by Bayer's potential settlement regarding a herbicide lawsuit, which could impact supply dynamics in the industry [2] - The importance of market sentiment and trading volume is emphasized, with a need for increased retail participation to boost trading volumes from 1.1 trillion to higher levels [3] Group 3 - Caution is advised regarding market movements, particularly with small-cap stocks, as the current environment may not support aggressive buying strategies [4] - The focus should be on understanding the flow of funds and the behavior of speculative investors, as this can significantly impact stock performance [4] - The overall market logic suggests that while adjustments may occur, there is optimism for future restructuring opportunities and new investment themes [4] Group 4 - Relevant ETFs include the Food and Beverage ETF, which has seen a slight increase of 1.17% in the past five days, and the Gaming ETF, which has decreased by 3.93% [6][7] - The Semiconductor ETF has also experienced a decline of 3.95%, while the Cloud Computing ETF has dropped by 3.62%, indicating varied performance across sectors [6][7]

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].

Core Viewpoint - The number of IPOs in A-shares for 2024 is only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections Overview of M&A Practices - The article introduces a newly launched "M&A Practical Manual" aimed at helping companies understand the operational practices of mergers and acquisitions [1][2]. Content of the M&A Practical Manual - The manual consists of 342 pages and 173,000 words, divided into 11 chapters, covering key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [3]. Common Capital Operations - The manual outlines various aspects of M&A, including purposes, types of restructuring, payment methods, financing arrangements, and operational processes [4]. Due Diligence - It emphasizes the importance of due diligence, detailing the objects, principles, and methods involved, as well as common issues encountered during the process [4]. Financial Norms and Considerations - The manual discusses the necessity for buyers to evaluate the financial viability of sellers before engaging in M&A, highlighting potential challenges in achieving financial compliance [11]. Government Support - It notes that local governments may provide financial support for M&A activities, and stresses the importance of understanding the implications of such support [13]. Negotiation Techniques - The manual provides insights into negotiation strategies, including preparation, tactics during negotiations, and common pitfalls to avoid [25]. Case Studies - Several chapters include detailed case studies to illustrate the operational logic of M&A, particularly focusing on public companies and various acquisition methods [27][29]. Integration Post-M&A - The final chapter discusses the execution of integration strategies post-acquisition, emphasizing the importance of cultural and operational alignment [30].

机构数据显示，2025年一季度，五大电力央企已启动超千亿元规模的重组项目，涉及核电、新能源、煤 电等核心资产优化配置。 "两船"合并迎来重要进展。中国船舶5月8日晚间公告，对于公司拟向中国重工全体换股股东发行A股股 票的方式换股吸收合并中国重工，上交所决定予以受理并依法进行审核。 ● 本报记者 刘丽靓 随着国企改革深化提升行动的深入实施，国有经济布局优化和结构调整持续向纵深推进。近期，船舶、 能源以及资源等领域央企并购重组迎来新进展，新兴领域央企新军加速组建；多省市陆续出台举措，加 大对辖区内国有企业并购重组的支持力度。业内人士认为，在国企改革政策支持、产业转型升级、集团 资产证券化与市值管理考核等多重因素的驱动下，央国企有望成为新一轮并购重组浪潮的主导力量。 央企重组整合纵深推进 从传统领域的存量优化到新兴赛道的增量开拓，一场深层次的国有资本布局调整正在上演。 资源、能源等板块重组动作频频。5月14日，中国稀土发布投资者关系活动记录表。中国稀土表示，现 阶段，公司正积极配合中国稀土集团开展解决同业竞争问题的相关工作，择机开展并购重组。 近期，国家电投旗下电投能源拟收购内蒙古白音华煤电100%股权，电投产融、 ...

Mergers and Acquisitions - Kaineng Health plans to acquire 7 million shares of Yuaneng Group for 22.89 million yuan, increasing its ownership from 42.4136% to 43.6956% [1] - Binhai Energy intends to purchase 100% equity of Cangzhou Xuyang Chemical through a share issuance, which is expected to constitute a major asset restructuring and related party transaction [2] - ShenNan Electric A plans to acquire 75% equity of Sichuan Ruinan by assuming and repaying a debt of 18.3375 million yuan owed by Kelu Electronics [3] Share Buybacks and Increases - Jianghan New Materials announces a share buyback plan with an amount ranging from 200 million to 400 million yuan, with a maximum price of 30 yuan per share [4] - Guizhou Moutai has repurchased a total of 2.6421 million shares, amounting to 4.05 billion yuan, representing 0.2103% of its total share capital [5] - Tunnel Holdings' controlling shareholder plans to increase its stake in the company with an investment between 250 million and 500 million yuan, not exceeding 2% of the total share capital [6] Risk Matters - Tailing Microelectronics reports that the National Integrated Circuit Industry Investment Fund has reduced its shareholding to 6.95% after selling 4.8 million shares [7] - Dianguang Media received an administrative regulatory measure decision from Hunan Securities Regulatory Bureau due to undisclosed related party transactions and inadequate inventory impairment preparation [9] - Huitian Thermal Power received a warning letter from Liaoning Securities Regulatory Bureau for failing to timely disclose a significant lawsuit amounting to 35 million yuan [10]

新华社北京5月16日电 题：并购重组迎重磅新规 助力上市公司高质量发展 新华社"新华视点"记者刘慧 中国证监会16日公布实施修订后的《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。新规将进一步提升上市公司并购重组积极性，充分激发并购重组 市场活力，助力上市公司高质量发展。 ——首次建立分期支付机制。新规建立了重组股份对价分期支付机制，以满足上市公司视后续标的经营 状况灵活调整支付股份数量的需求。创新性的制度设计能够在科技型企业估值波动较大的情况下，充分 保障上市公司利益。 多个"首次"进一步激发市场活力 修订后的重组办法积极回应市场关切，多个"首次"进一步激发并购重组市场活力。 ——首次调整发行股份购买资产的监管要求。新规提高了并购重组对上市公司财务状况变化、同业竞争 和关联交易监管的包容度，解决市场交易痛点。在尊重市场规律和产业发展需求的基础上，降低了上市 公司并购的制度性成本，增强了对科技创新行业并购、国有资产整合等的监管适应性。 ——首次引入私募基金"反向挂钩"安排。新规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 ...