Core Viewpoint - The "Listed Company + PE" model is a typical capital operation mode in the A-share market, where listed companies collaborate with private equity (PE) institutions to establish merger funds for asset acquisition and integration, leveraging the strengths of both parties in project resources and operational capabilities [2] Group 1: Core Process of the "Listed Company + PE" Model - The core process consists of six key stages: preparation, fund establishment, project acquisition, post-investment management, exit distribution, and fund liquidation, all of which require balancing the interests and risks of both parties [3] Group 2: Key Points of the "Listed Company + PE" Model - The model emphasizes the importance of a balanced interest distribution mechanism to ensure alignment of incentives [9] - Risk control is crucial, necessitating comprehensive prevention throughout the entire process [9] - The division of roles between GP and LP is based on complementary professional capabilities [9] - Compliance is essential to avoid regulatory risks [10] - The quality of target assets is critical, with a focus on industrial synergy [10] Group 3: Fund Establishment and Management - The fund is typically established as a limited partnership, with PE acting as the general partner (GP) and the listed company as a limited partner (LP) [8] - The fund size usually ranges from 500 million to 5 billion yuan, with a lifespan of 5-7 years, including an investment period of 2-3 years and an exit period of 3-4 years [8] - The management fee for PE is generally 1%-2% annually, while performance compensation is 20%-30% of excess returns above a benchmark rate [12] Group 4: Project Acquisition and Post-Investment Management - PE utilizes its project resources to identify suitable targets that align with the fund's investment direction, while the listed company assesses the strategic fit [8] - Due diligence is conducted jointly, focusing on financial authenticity, legal compliance, and industrial value [8] - Post-investment management involves nurturing the target to enhance integration value, with regular performance monitoring and adjustments as necessary [11] Group 5: Exit Strategies - Common exit strategies include asset acquisition by the listed company, IPO of the target company, or transfer of equity to third-party investors [9][12] - The exit process is designed to ensure that all LPs receive their principal and remaining profits, with a structured distribution of excess returns [9] Group 6: Role of Listed Companies and PE - Listed companies are responsible for strategic evaluation and integration execution, while also providing financial and operational support to the target [12] - PE plays a vital role in project discovery, capital operation, and value-added services to enhance the target's governance and financial management [12] Group 7: Regulatory Compliance and Asset Quality - PE must possess the qualifications of a private fund manager and ensure that the fund is registered with the relevant authorities [12] - The target assets must align with the long-term strategy of the listed company and demonstrate core competitiveness and synergy potential [12]