Core Points - The Shanghai Stock Exchange International Investor Conference will be held on November 12-13, focusing on "Value Leading Open Empowerment - New Opportunities for International Capital Investment and Mergers and Acquisitions" [1] - This marks the seventh consecutive year the SSE has hosted the conference, providing a platform for foreign institutions to communicate with domestic regulatory bodies, exchanges, listed companies, and financial institutions [1] Group 1 - The opening remarks will be delivered by leaders from the China Securities Regulatory Commission, Shanghai Municipal Government, and the SSE [1] - Discussions will cover topics such as capital market institutional openness, investment and merger opportunities in the Chinese market, and value investing [1] Group 2 - The first afternoon will feature two sub-forums: one focused on investment, discussing topics like asset allocation in China, ESG, new consumption industry development, exchange-traded funds (ETFs), and the bond market, along with the release of cross-border index investment cooperation results [1] - The second sub-forum will focus on mergers and acquisitions, addressing the development and reform of the Chinese M&A market and cross-border M&A [1] Group 3 - The second day will introduce the latest developments in the Sci-Tech Innovation Board, showcasing the investment value of high-quality Chinese assets [1] - Discussions will center around industries such as artificial intelligence, biomedicine, and high-end equipment manufacturing, featuring industry leaders and representatives from Shanghai-listed companies and domestic and foreign financial institutions [1]

原标题：袁少颖："时间表的冲突"：中国企业用境内资金发起海外上市公司TOB的合规难点，以日本市场为例 01 引言：中企海外并购趋势下TOB的稀缺性 近年来，中国企业海外并购呈现加速态势。一方面，"一带一路"倡议的持续推进和国内产业竞争的加剧，促使企业积极寻求全球化布局；另一方面，海外 优质资产的整合需求，使并购成为企业实现战略升级的重要手段。在这一过程中，上市公司收购作为并购的重要组成部分，因其涉及资本市场规则而具有 高度复杂性。尤其是针对境外上市公司发起的公开要约收购（Tender Offer, TOB），其特有的监管要求和严格的时间表，与中国境内资金出海必须履行的 外汇管理、境外投资备案等"规定动作"之间，形成了显著的制度冲突。这种冲突不仅增加了交易的不确定性，也在实践中导致大量潜在交易机会流产。以 笔者长期深耕的日本和德国市场为例，尽管中资企业近年来在跨境并购中愈发活跃，但仍然鲜见以境内资金直接完成TOB的案例，笔者的部分客户企业甚 至因无法在合规前提下解决"资金确定性"与"审批不确定性"的矛盾，而被迫放弃战略性收购机会。根据以上背景, 笔者试以日本股票交易市场下的公开要 约收购为例, 分析这一问题的原 ...

Group 1 - The "2025 M&A Carnival" held in Shanghai focuses on the theme of "Creating Value through Mergers and Acquisitions" and aims to promote a consensus in the industry for the development of a standardized, innovative, and efficient M&A market [1] - The initiative emphasizes six key directions: creating value through M&A, compliance, focusing on technological innovation, promoting healthy competition, cultivating professional talent, and leveraging AI in M&A [1] - The event was attended by nearly 20 government and corporate representatives who released a proposal to activate the Shanghai M&A transaction market [1] Group 2 - The Shanghai Hongqiao International Central Business District is positioned as a hub for resource convergence and a testing ground for national strategies, with ongoing policy incentives boosting the M&A market [2] - The Longjing District is committed to creating a world-class business environment and has developed multiple trillion-yuan industry clusters, emphasizing the role of M&A in economic vitality and industrial upgrading [2] - The district aims to provide comprehensive support for entrepreneurs seeking innovation and value enhancement through M&A [2] Group 3 - The chairman of the Shanghai International M&A Research Center believes that the development of China's M&A market requires both top-down policy support and grassroots participation [3] - The M&A Carnival has created a platform that integrates exhibition, business negotiation, capital connection, and industry networking [3] - Future M&A Carnival events are planned in more cities to empower industrial upgrades and drive high-quality regional economic development [3]

Core Viewpoint - The fundamental rules of the primary market are undergoing significant changes, with mergers and acquisitions (M&A) becoming a core competency that general partners (GPs) must master to achieve value reconstruction in industries rather than merely capital arbitrage [2][4]. Group 1: Evolution of Private Equity Investment - The U.S. private equity market has evolved through a clear trajectory characterized by "a century of evolution and four stages of leap," starting from the late 19th century with industrial investments [6]. - The development of the U.S. M&A market has synchronized with private equity, showcasing five distinct waves that have reshaped the industrial landscape [7][8]. - The current phase of private equity in the U.S. is driven by technological innovation, particularly in emerging fields like AI and digital transformation [6][8]. Group 2: China's Private Equity Investment Phases - The 1.0 era (2000-2015) was marked by internet-driven model innovation, where investment opportunities were abundant, and the requirements for investment institutions were relatively low [10]. - The 2.0 era (2015-2025) signifies a shift towards technology innovation, with hard technology becoming a focal point for investment, supported by national policies [11][12]. - The 3.0 era (2025-2035) indicates a trend towards industry consolidation through M&A, driven by increasing exit pressures and government encouragement, with M&A activity in China seeing over 50% year-on-year growth in the first half of 2025 [13]. Group 3: Strategic Focus of Haisheng Capital - Haisheng Capital has recognized structural changes in the industry and elevated M&A to a core strategic level, leveraging its unique advantages accumulated in the hard technology sector [15]. - The firm has built a mature ecosystem in key hard technology areas, enabling it to provide substantial resources and support to acquired companies [16]. - The success of M&A is attributed not only to selecting the right targets but also to effective management post-acquisition, with a team that possesses deep industry backgrounds [18]. Group 4: Timing and Focus in Investment - Haisheng Capital has demonstrated a keen ability to identify investment opportunities at critical market junctures, allowing it to capitalize on undervalued companies during cyclical fluctuations [19]. - The firm maintains a clear strategic focus on advanced technology, green technology, and life sciences, ensuring that it targets sectors with long-term value [20]. - The overarching philosophy of Haisheng Capital emphasizes that M&A is not merely about capital gains but is a vital engine for optimizing and upgrading industrial structures [20][21].

Core Viewpoint - In July, the activity of institutional LPs in funding has decreased, reflecting a phase of policy cycles and industry consolidation, but structural adjustments are giving rise to new opportunities [4][31]. Group 1: Institutional LP Activity - In July, the number of newly registered private equity and venture capital funds totaled 375, a month-on-month decrease of 8.31% but a year-on-year increase of 7.14%, indicating resilience in market growth despite short-term adjustments [5]. - The most active type of LP in July was industrial LPs, accounting for 42.01% of funding, followed by policy LPs at 36.57%, financial LPs at 16.80%, and financial institutions at 4.38% [9][10]. - Industrial LPs saw a 21% increase in funding activity, with over 90% of contributions coming from non-listed companies, highlighting the growing influence of industrial capital in the capital market [12]. Group 2: M&A Market Dynamics - The merger and acquisition (M&A) market is heating up, driven by both policy and market demand, with significant investments such as a 70 billion yuan solar energy M&A fund established by leading industry players [13]. - Policy LPs are accelerating their involvement in M&A, with recent policy adjustments enhancing the investment landscape and encouraging collaboration between state-owned and market-oriented GPs [16][17]. Group 3: Regional Investment Trends - Jiangsu province remains the most active region for institutional LP funding, with 56.8% of investments directed within the province, focusing on advanced manufacturing and digital economy sectors [21][24]. - LPs from Jiangsu are also expanding their investments into emerging industries across other provinces, such as Zhejiang and Guangdong, targeting sectors like digital economy and new energy [25]. Group 4: Financial Institutions and Investment Strategies - Financial LPs experienced a 29% decrease in funding, while financial institutions saw a 37% decline; however, insurance capital is increasing equity allocations, indicating a shift in investment strategies [19]. - Banks are innovating investment models, actively participating in industry restructuring through methods like "debt-to-equity swaps" and equity investments, particularly in sectors like photovoltaics and coal [19][28]. Group 5: Future Market Outlook - The structural adjustments in the investment landscape are expected to create new opportunities, with a focus on strategic investments in high-risk, high-reward technology innovation projects [31]. - The competition logic in the market is set to be restructured, favoring GPs with industry insights, policy sensitivity, and cross-border resource integration capabilities [31].

Core Viewpoint - The article emphasizes the importance of mergers and acquisitions (M&A) for Chinese companies to transition from a cost-leadership model to a technology-leadership model, using the Danaher Group as a successful case study [2][11]. Group 1: Danaher Group's M&A Strategy - Danaher Group has successfully executed over 400 acquisitions to expand its business scale and improve gross margins through management empowerment and industry restructuring, focusing on high-margin emerging technology sectors [2][11]. - The company initially targeted low-margin businesses, utilizing a standardized management system (DBS) to enhance operational efficiency, resulting in an average gross margin increase from 18% to 35% within 18 months [8][9]. - As market conditions evolved, Danaher shifted its acquisition strategy towards high-tech companies, leveraging its management expertise to optimize operations and accelerate technology upgrades, achieving a transformation from a 20% gross margin in tools to approximately 60% in emerging technology sectors [9][12]. Group 2: Challenges Faced by Chinese Companies - Chinese companies are currently facing a "scale dilemma, profitability dilemma, and transformation dilemma," with an average gross margin of about 15%, necessitating a shift to a technology-leadership model [11]. - Recent supportive policies for M&A in China, such as the "National Nine Articles" and "Six M&A Articles," have injected significant momentum into the M&A market, with local governments establishing industrial M&A funds [11][12]. - The disparity in market capitalization between Chinese and U.S. listed companies indicates substantial potential for growth in the Chinese capital market, with M&A becoming a primary exit strategy for technology firms due to limited IPO opportunities [11][12]. Group 3: Strategic Recommendations for Chinese Enterprises - The article suggests that Chinese enterprises should seize the current M&A wave to integrate resources, optimize industry structures, and enhance profitability and cash flow through best management practices [12]. - It advocates for a strategic model of "M&A for scale, management for quality, and restructuring for excellence," allowing companies to choose different growth models based on their resource endowments [12]. - The focus should be on precise target selection during M&A, emphasizing management empowerment and synergy integration to achieve a leap from cost leadership to technology leadership, thereby enhancing global competitiveness [12].

Core Insights - The Chinese M&A market is transitioning from a "stock game" to a "new growth era" due to favorable policies and a low interest rate environment, with a significant increase in market scale and diversity in participants and transaction models [1] - In the first half of 2025, Chinese enterprises completed 1,397 M&A transactions, a year-on-year increase of 10.09%, with disclosed transaction amounts totaling $88.87 billion, up 31.07% year-on-year [1] Group 1: Industry Trends - The current trend shows that many General Partners (GPs) in the primary market are not traditional M&A funds but rather collaborative M&A funds, focusing on assisting industrial players in their acquisitions [1] - Private Equity (PE) firms are forming a new "value coordinate" based on industry depth, collaborative breadth, and capital resilience, playing a unique role in market expansion and upgrades [1][6] Group 2: Collaborative Strategies - PE firms are increasingly engaging in "chain supplementation and strengthening" by collaborating with listed companies, establishing M&A funds, or executing acquisitions outside the listed company framework to later inject targets into the listed platform [2] - This strategy not only helps companies fill gaps in their industrial chains but also provides clearer exit paths for equity investment funds [2] Group 3: Cross-Border M&A - Cross-border M&A transactions are opening up greater opportunities for PE firms to introduce technology and channel resources to enterprises [3] - The strategy involves deep collaboration with listed companies to identify acquisition targets and scenarios, with PE teams managing project selection and execution [3] Group 4: Local State-Owned Capital - Local state-owned capital M&A funds are accelerating industrial upgrades and collaborative implementations, with a noticeable increase in demand for M&A to enhance regional industrial upgrades [5] - These funds aim to introduce quality enterprises to accelerate project implementation and create industrial chain synergies [5] Group 5: Future Outlook - The complexity of M&A investments requires collaboration among various stakeholders, and the future market development will depend on enhancing project execution and effectiveness [6] - The new era for PE institutions is characterized by an expansion in transaction volume and size, with a focus on industry integration depth, cross-border collaboration breadth, and regional cooperation tightness as key metrics for success [6]

Core Viewpoint - Danaher Corporation is recognized as a "king of mergers and acquisitions" with a remarkable track record of 400 acquisitions over 40 years, yielding an 1800-fold return, making it a model for companies like Midea, Fosun, and WuXi Biologics to learn from [2][3]. Company Overview - Danaher Corporation, founded in 1984 by Steven and Mitchell Rales, has evolved from a real estate trust into a diversified global company with a market value exceeding $200 billion as of 2024 [4][5]. - The company maintains a low profile despite owning well-known brands such as Leica Microsystems and Pantone, and has been pivotal in supplying critical equipment during the COVID-19 pandemic [6][12]. Financial Performance - Danaher has outperformed Berkshire Hathaway in stock price performance over the past 40 years, achieving nearly 100,000% total shareholder return since its inception, compared to just over 4,000% for the S&P 500 during the same period [9][8]. - The company has consistently delivered a compound annual growth rate of 22% in total shareholder returns from 1984 to 2019, significantly surpassing other diversified companies [9][8]. M&A Strategy - Over its 40-year history, Danaher has completed nearly 400 acquisitions, investing approximately $90 billion, which has contributed to its current market valuation of around $200 billion [11][10]. - The company’s approach to mergers and acquisitions not only increases its size but also enhances its operational efficiency, allowing it to discover multiple growth avenues [12][10]. Management and Operational Excellence - Danaher’s management system, known as DBS (Danaher Business System), is recognized for its effectiveness in operational improvements, often yielding significant increases in profit margins for acquired companies [14][15]. - The company has a strong track record of developing CEOs, with many of its former executives taking leadership roles in other major corporations [17][18]. Business Evolution - Danaher’s business model has transformed significantly over the decades, moving from leveraged buyouts to lean operations, and now focusing on healthcare technology [26][27]. - The company’s revenue has grown from under $1 billion in 1990 to approximately $31.5 billion in 2022, with a compound annual growth rate of about 12% [25][27]. Conclusion - Danaher Corporation exemplifies a successful blend of a long-term acquisition fund and a management consulting firm, demonstrating a unique ability to adapt and thrive in various industries [22][23].

Core Viewpoint - Despite macroeconomic headwinds, the M&A market continues to show resilience, with a significant increase in global M&A transaction volume in the first half of 2025, up by 29% year-on-year [1] Group 1: M&A Activity Trends - In the first half of 2025, the number of mega-deals (transactions over $10 billion) reached a historical high, driven by corporate focus on long-term growth and increased confidence from CEOs in operational investments and strategic mergers [2] - The Asia-Pacific region saw a notable increase in mega-deal activity, with transactions between $1 billion and $5 billion rising by 57% year-on-year, while the Americas and Europe, the Middle East, and Africa experienced increases of 42% and 9%, respectively [3] Group 2: Financial Institutions and Investment Behavior - Financial investment institutions are actively deploying capital, showing a cautious yet progressive investment approach amid macroeconomic uncertainties [4] - The role of financial investment institutions in supporting corporate development is becoming increasingly critical, with sustained high demand for key assets [5] Group 3: Corporate Strategies for Value Creation - Corporate spin-offs and organizational streamlining are essential strategies for unlocking shareholder value, particularly in a favorable interest rate environment and recovering stock markets [6] - In response to de-globalization trends, companies are simplifying their structures to mitigate risks and enhance value, with geopolitical tensions and regional regulatory differences driving businesses to reorganize by region [7] Group 4: Regional M&A Dynamics - The Asia-Pacific region is experiencing a dual acceleration in both cross-border and local M&A activities, as companies seek to diversify revenue sources and expand into high-growth emerging markets [8]

Core Viewpoint - Danaher Corporation has achieved remarkable long-term performance and a unique operational model, providing valuable insights on how to navigate uncertainty in the business world and achieve sustainable growth [1]. Group 1: Danaher's Performance and Strategy - Over 40 years, Danaher has completed 400 acquisitions, resulting in an 1800% increase in revenue, outperforming Berkshire Hathaway under Warren Buffett's leadership [1]. - Danaher's gross margin has expanded from approximately 30% to over 60% [4]. - The company’s former CEO, Larry Culp, successfully transformed General Electric, demonstrating Danaher's effective leadership and strategic capabilities [4]. Group 2: Key Principles of Danaher's Success - Danaher’s success is attributed to three main forces: the power of common sense, the power of systems, and the power of culture [4][8]. - The company’s acquisition strategy is guided by the principle of prioritizing market needs, ensuring that each acquisition adds value and avoids blind expansion [5]. - Danaher emphasizes the importance of compound growth, aligning with Warren Buffett's view that time is a friend to great companies [5]. Group 3: The Danaher Business System (DBS) - The Danaher Business System (DBS) is a dynamic management system that embodies the execution of common sense, continuously evolving through the integration of best practices from acquired companies [6]. - DBS serves as a vital framework for Danaher, promoting a culture of continuous improvement and adaptability [6]. Group 4: Cultural Aspects of Danaher - Humility is a core organizational trait at Danaher, fostering a culture of reflection and respect for human talent, which is essential for attracting and retaining top talent [7][8]. - Other key organizational traits include excellence, honesty, and focus, along with six behavioral principles that guide operations and decision-making [8]. - Danaher’s cultural success is fundamental to its overall achievements, suggesting that other companies can benefit from adopting similar cultural values [8].