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].

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 ...

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released revised regulations for major asset restructuring of listed companies, aiming to enhance the efficiency and quality of mergers and acquisitions in the capital market [1][4]. Summary by Sections Regulatory Changes - The revised restructuring rules implement the "Six Opinions on Mergers and Acquisitions" by establishing a phased payment mechanism for share consideration in restructurings, clarifying the validity period for approvals, issuance conditions, lock-up periods, and ongoing supervision [1][4]. - The new rules also increase the tolerance for valuation, competition with peers, and related party transactions, reflecting a targeted approach to improve the quality of listed companies [1][4]. Simplified Review Procedures - The restructuring review rules specify conditions for simplified review procedures, applicable to two types of transactions: share swap mergers between listed companies and asset purchases by high-quality companies with a market value exceeding 100 billion yuan and a continuous A rating for information disclosure [2][3]. - A negative list for simplified review procedures has been established, including companies or their controlling shareholders facing administrative penalties or significant credit issues within the last twelve months [2][3]. Responsibilities and Mechanisms - Companies and related parties must commit to meeting the requirements for simplified review procedures, while independent financial advisors are required to provide clear verification opinions [3]. - The exchanges will enhance post-event supervision to prevent misuse of simplified review procedures, ensuring compliance with the established regulations [3]. New Tools for Small and Medium Enterprises - The Beijing Stock Exchange has introduced three new institutional tools, including a "small-scale rapid" review mechanism, to support small and medium-sized listed companies in utilizing restructuring tools for high-quality development [4][5]. - The phased payment mechanism for share consideration is designed to mitigate transaction risks and enhance flexibility, particularly beneficial for small enterprises sensitive to risk [5]. Future Outlook - Different types of companies will find suitable and efficient merger and acquisition tools, with large companies able to quickly complete transactions through simplified procedures, while smaller companies can leverage the "small-scale rapid" review mechanism [6]. - The market-oriented reform of the merger and acquisition system will enable high-quality listed companies on the Beijing Stock Exchange to effectively utilize restructuring for sustainable development [6].

5月16日证监会消息，为贯彻落实党的二十届三中全会精神和《国务院关于加强监管防范风险推动资本市场高质量发展的若干意见》等要求，进一步深化上 市公司并购重组市场改革，在深入调研论证的基础上，中国证监会发布了《关于修改<上市公司重大资产重组管理办法>的决定》，自公布之日起施行。 修改内容涉及多个"首次" 本次对《上市公司重大资产重组管理办法》（以下简称《重组办法》）的修改主要包括以下内容： ——首次建立分期支付机制。新规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。 ——首次引入私募基金"反向挂钩"安排。新规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。 此外，新规明确上市公司之间吸收合并的锁定期要求。对被吸并方控股股东、实际控制人或者其控制的关联人设置6个月锁定期，构成收购的，执行《上市 公司收购管理办法》18个月的锁定期要求；对被吸并方其他 ...