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提升支付灵活性 A股首单股份对价分期支付重组项目过会
Core Viewpoint - Aopu Mai's asset acquisition application has been approved by the Shanghai Stock Exchange's M&A Committee, marking the first A-share market project to utilize a phased payment mechanism for share-based acquisitions since the introduction of the "Six Merger Guidelines" [1] Group 1: Transaction Details - Aopu Mai is primarily engaged in the research and production of cell culture media and provides CDMO services, while the target company, Pengli Bio, focuses on preclinical research services in drug and device development [1] - Upon completion of the transaction, the target company will become a wholly-owned subsidiary of the listed company, enhancing profitability and core competitiveness through synergistic effects [1] Group 2: Policy Implications - The approval of Aopu Mai's restructuring project exemplifies the implementation of the "Six Merger Guidelines" and highlights the policy direction to strengthen the resource allocation function of mergers and acquisitions [1] - The phased payment mechanism for share-based acquisitions enhances payment flexibility and better safeguards the interests of the listed company, allowing for adjustments in share payments based on the target company's operational performance [1] Group 3: Private Equity Involvement - The "reverse linkage" mechanism encourages private equity funds to participate in mergers and acquisitions by linking the investment period with the lock-up period for shares acquired through restructuring [2] - Private equity funds that have held shares in the target company for over 48 months will have a lock-up period of 6 months for shares obtained through this restructuring, promoting a "patient capital" approach [2] - The implementation of the "Six Merger Guidelines" and related policies has led to various measures such as mergers and acquisitions among peer companies and phased payment mechanisms, further supporting economic transformation and high-quality development [2]