Core Viewpoint - The approval of Aopu Mai's asset acquisition through a share issuance marks a significant innovation in the A-share market, demonstrating the operational feasibility of new mechanisms introduced in the "Six Merger Rules" [1][2]. Group 1: Aopu Mai's Project Significance - Aopu Mai's restructuring project serves as a key innovation mechanism transitioning from policy to practice, providing a strong demonstration effect for the market [2]. - The acquisition of Chengli Biopharmaceutical Technology will enhance synergy and complementarity between the two companies, as Aopu Mai specializes in cell culture media and CDMO services, while Chengli focuses on CRO services [2]. Group 2: Innovative Payment Mechanism - The share issuance payment mechanism alters the traditional risk distribution model in mergers and acquisitions, transferring part of the future uncertainty risk from the acquiring company to the seller [2][3]. - This mechanism allows for performance-based installment payments, enabling the acquiring company to adjust payments based on actual operational performance, thus binding the interests of both parties more closely [2][3]. Group 3: Private Equity Fund Incentives - The "reverse linkage" policy between private equity fund investment duration and the lock-up period for shares acquired through restructuring significantly enhances the exit channels for patient capital, boosting confidence among private equity funds [3][4]. - The revised regulations shorten the lock-up period from 12 months to 6 months for qualifying funds, accelerating capital recovery and improving overall returns [3][4]. Group 4: Active M&A Market - The implementation of innovative mechanisms is reshaping the M&A market ecosystem, with the "Six Merger Rules" encouraging private equity funds to actively participate in mergers and acquisitions [5]. - Various regions have established new industrial merger funds, with scales ranging from several billion to over 10 billion, targeting sectors like high-end manufacturing and biomedicine [5][6]. Group 5: Government and Corporate Strategies - Local governments are increasingly using merger funds to attract quality industrial resources, which has become a vital strategy for regional industrial upgrades and economic restructuring [6][7]. - Companies are also setting up industrial merger funds across various sectors, indicating a growing trend in the market [6][7]. Group 6: Future Outlook - The ongoing implementation of the "Six Merger Rules" is expected to lead to more flexible industrial integration cases in strategic emerging industries like semiconductors and new materials [7]. - There is an anticipation for continuous optimization of the merger review process and diversification of payment tools, aiming for a better balance between market inclusivity and risk prevention [7].

Core Viewpoint - Aopu Mai's asset acquisition through share issuance has been approved by the Shanghai Stock Exchange's M&A Committee, marking the first use of a phased payment mechanism for share consideration in the A-share market since the introduction of the "Six M&A Guidelines" [2] Group 1: Aopu Mai's Acquisition - Aopu Mai (688293.SH), listed on the Sci-Tech Innovation Board in 2022, focuses on cell culture medium R&D and biopharmaceutical contract development and manufacturing services (CDMO) [2] - The target company, Pengli Bio, specializes in drug and device R&D clinical research services (CRO) and is recognized as a national-level specialized and innovative small giant [2] - Post-transaction, the target company will become a wholly-owned subsidiary of Aopu Mai, enhancing the company's profitability and core competitiveness through synergistic effects [2] Group 2: Phased Payment Mechanism - The phased payment mechanism for share consideration significantly enhances payment flexibility, safeguarding the interests of the listed company [3] - The listed company will pay the target company's controlling shareholders and management team in installments based on the target's future operational performance, allowing for adjustments in share quantity based on performance completion [3] - This mechanism binds the core team of the target company to the long-term interests of the listed company, promoting collaborative development [3] Group 3: Reverse Linkage Policy - The "reverse linkage" policy encourages private equity funds to participate in M&A by linking the investment period with the lock-up period for shares acquired through the restructuring [3] - Private equity funds holding shares of the target company for over 48 months prior to the restructuring will have a 6-month lock-up period for shares obtained through this transaction [3] - This policy fosters "patient capital" and promotes a healthy cycle of fundraising, investment, management, and exit [3] Group 4: "Six M&A Guidelines" Impact - The "Six M&A Guidelines" introduce a comprehensive set of reform measures aimed at invigorating the M&A market, enhancing regulatory inclusiveness, and improving payment flexibility and review efficiency [4] - Since the implementation of these guidelines, various policies such as inter-company mergers, phased payment mechanisms, and the reverse linkage for private equity funds have been successfully executed [4] - These measures are expected to strengthen the role of capital markets in corporate M&A, supporting economic transformation and high-quality development [4]