Core Viewpoint - The Guangdong Province has released a financial support plan for enterprises to engage in industrial chain integration and mergers, aiming to resolve structural contradictions in key industries and promote high-quality development of the industrial chain [1] Group 1: Objectives and Goals - The plan aims to enhance the competitive advantage of industrial clusters in the Guangdong-Hong Kong-Macao Greater Bay Area by 2027, improving the efficiency of integration and merger services and establishing a more robust collaborative mechanism [1] - The overarching goal is to support the construction of a modern industrial system in Guangdong and contribute to high-quality economic and social development [1] Group 2: Financial Support Measures - The plan emphasizes the creation of a comprehensive, multi-level financial support system to empower collaborative development among upstream and downstream enterprises in the industrial chain [1] - It proposes 12 specific measures focusing on encouraging integration and mergers, enhancing financial empowerment, and improving policy coordination and work mechanisms [1][2] Group 3: Encouragement of Mergers and Acquisitions - The plan supports listed companies in utilizing various payment tools such as shares, convertible bonds, and cash for mergers and acquisitions, aiming to attract more social capital and enhance sustainable development capabilities [2] - It encourages the establishment of industry acquisition funds by listed companies, targeting key links in the industrial chain [2] Group 4: Capital Market and Investment - The plan aims to broaden direct financing channels in the capital market and improve the fund system to support industrial chain integration [2][3] - It promotes the establishment of a provincial government investment guidance fund system and encourages social capital participation in forming a comprehensive investment system [3] Group 5: Technology and Core Competencies - The plan highlights the importance of supporting technology-driven enterprises in listing on platforms like the ChiNext and STAR Market, thereby enhancing their financing capabilities [3] - It focuses on key areas such as chip manufacturing, industrial software, and high-end medical devices to improve the self-control capabilities of critical core technologies in the industrial chain [3]

Core Viewpoint - The Guangdong Provincial Financial Management Bureau has released an "Action Plan" to support enterprises in the Guangdong-Hong Kong-Macao Greater Bay Area in conducting industrial chain integration and mergers and acquisitions, aiming to enhance the competitiveness and sustainability of these enterprises by optimizing their industrial chain layout and promoting transformation and upgrading [1][2]. Group 1: Financial Support for Mergers and Acquisitions - The plan encourages listed companies to utilize various payment tools such as shares, targeted convertible bonds, and cash for mergers and acquisitions, attracting more social capital and enhancing sustainable development capabilities [2][3]. - It emphasizes the establishment of industrial merger funds by listed companies, focusing on key links in the industrial chain, and enhancing collaboration among regulatory bodies to support significant integration projects [2][3]. Group 2: Strengthening State-Owned Enterprises - The plan explores incorporating mergers, asset revitalization, and other activities into the performance evaluation system for state-owned enterprises, promoting flexible use of financing tools like targeted placements and acquisition loans [3]. - It aims to enhance internal resource integration within state-owned enterprises and improve asset securitization levels through various methods such as asset restructuring and equity swaps [3]. Group 3: Capital Market Development - The plan proposes broadening direct financing channels in the capital market, supporting technology-driven enterprises to list on various boards, and encouraging companies listed in Hong Kong to also list on the Shenzhen Stock Exchange [5][4]. - It supports the issuance of green bonds and other sustainable financing products to facilitate the green transformation of enterprises [5]. Group 4: Cross-Border Integration - The plan encourages the establishment of cross-border merger funds with Hong Kong and Macao capital, optimizing mechanisms for qualified foreign and domestic limited partners to support integration projects [6]. - It promotes the use of RMB for cross-border mergers and acquisitions and supports banks in providing foreign exchange risk hedging products [6]. Group 5: Investment Fund System - The plan outlines the creation of a provincial government investment guidance fund system to support mergers and acquisitions, encouraging social capital participation in various investment funds [8]. - It highlights the importance of government investment funds in addressing key technological challenges and enhancing the self-sufficiency of critical core technologies in industries [8]. Group 6: Collaboration with Financial Institutions - The plan aims to attract more large financial institutions to establish investment companies and funds in Guangdong, enhancing the financing environment for enterprises [9]. - It emphasizes leveraging the strengths of large financial institutions to provide diverse financial products and services tailored to the needs of enterprises at different development stages [9].

Group 1 - The China Convertible Bond and Exchangeable Bond Index (931078) increased by 0.18% as of November 25, 2025, with the Convertible Bond ETF (511380) rising by 0.16% to a latest price of 13.48 yuan. Over the past six months, the Convertible Bond ETF has accumulated a rise of 12.24% [2] - The trading volume of the Convertible Bond ETF was active, with an intraday turnover of 11.58% and a transaction value of 6.747 billion yuan. The average daily transaction value over the past week was 11.313 billion yuan [2] - The convertible bond market demonstrated strong defensive characteristics during the recent equity market correction, with the China Convertible Bond Index declining by 1.78%, outperforming major broad-based indices. The median premium rate for par value has increased, indicating a stabilization and recovery in valuations [2] - The People's Bank of China (PBOC) is set to conduct a 1 trillion yuan MLF operation on November 25, 2025, with a net injection of 100 billion yuan for the month, marking the ninth consecutive month of increased liquidity measures [2] Group 2 - A new payment tool called "targeted convertible bonds" is gaining attention in the market, particularly favored by technology innovation enterprises. This tool can balance the benefits and risks for both parties in mergers and acquisitions while optimizing transaction structure flexibility [3] - The overall bond market is experiencing a narrow fluctuation pattern, with weak sentiment in the equity market and a lack of clear trading themes in the bond market. However, the PBOC's unchanged stance is expected to quickly alleviate liquidity issues, presenting a buying opportunity for the market [3] - The latest scale of the Convertible Bond ETF reached 58.046 billion yuan, with a recent net outflow of 554 million yuan. Over the past five trading days, there were net inflows on four days, totaling 2.118 billion yuan, with an average daily net inflow of 424 million yuan [3] - The Convertible Bond ETF closely tracks the China Convertible Bond and Exchangeable Bond Index, which consists of convertible and exchangeable bonds listed on the Shanghai and Shenzhen stock exchanges, calculated using a market capitalization weighting method [3]

事实上，定向可转债在并购重组市场中并非新生事物。此前已有包括思瑞浦收购创芯微100%股权在内 的多起引入定向可转债作为支付工具的案例。而在沉寂了一段时间后，定向可转债又回到了上市公司视 野当中。年内，除富乐德外，华海诚科也将定向可转债作为并购的支付方式之一，完成了对华威电子 70%股权的定增收购。 而在这背后，是政策层面的持续引导。早在2018年11月，证监会就启动了定向可转债重组试点。直到 2023年11月，证监会发布《上市公司向特定对象发行可转换公司债券购买资产规则》(简称"定向可转债 重组规则")，才真正为这一支付工具的推广应用铺平道路。 政策持续加码，并购重组市场又热闹了起来。 在这不断活跃的市场中，一种名为"定向可转债"的支付工具正悄然成为市场的新焦点，尤受科创企业青 睐。 业内人士认为，在并购重组过程中引入定向可转债用于支付，能够平衡好交易双方的收益与风险，同时 优化交易结构的灵活性。而对于科创企业而言，支付环节使用定向可转债，可有效缓解企业现金流压 力、延缓控制权稀释速度，并对科技产业整合提速起到积极的推动作用。 政策指引活跃市场 根据发行目的，定向可转债可分为两类，一类用于再融资，另一类则用于 ...

政策持续加码，并购重组市场又热闹了起来。 在这不断活跃的市场中，一种名为"定向可转债"的支付工具正悄然成为市场的新焦点，尤受科创企业青 睐。 业内人士认为，在并购重组过程中引入定向可转债用于支付，能够平衡好交易双方的收益与风险，同时 优化交易结构的灵活性。而对于科创企业而言，支付环节使用定向可转债，可有效缓解企业现金流压 力、延缓控制权稀释速度，并对科技产业整合提速起到积极的推动作用。 政策指引活跃市场 有效平衡收益与风向 定向可转债 成并购重组工具"新宠" ◎记者 严晓菲 张欣然 科创企业成应用主力 从行业分布来看，半导体等科创企业成为并购重组市场中使用定向可转债的"主力军"。 "较多选择定向可转债的企业集中在科创板、创业板的科技类企业，处于成长期的制造业企业、硬科技 企业，以及需要平稳整合标的的上市公司，尤其是轻资产、高研发投入的半导体、生物医药等领域企 业。"华安证券投行部相关负责人对上海证券报记者称。 东方金诚研究发展部副总经理曹源源、分析师翟恬甜发布研报称，定向可转债重组规则发布后新增的6 只支付型定向可转债（含预案），其中5只来自电子行业中的半导体企业，涉及模拟芯片设计、半导体 封装、功率半导体等 ...

Group 1 - The Beijing Stock Exchange (BSE) has 282 listed companies, with nearly 80% being small and medium-sized enterprises (SMEs), and over half classified as national-level specialized and innovative "little giant" enterprises [3][4] - Since its inception, the BSE has raised over 60 billion yuan, averaging 2 billion yuan per company, and the total market capitalization of listed companies has exceeded 900 billion yuan [3][4] - The BSE has distributed dividends totaling 19.86 billion yuan, with 16 companies having distributed more than their total IPO fundraising amount [3][7] Group 2 - The BSE 50 Index has increased by over 50% this year, reflecting strong market confidence in the growth potential of China's SMEs [4][7] - The BSE has implemented continuous institutional innovations, including flexible listing standards and diverse financing mechanisms, to support the growth of innovative enterprises [4][5] - The introduction of targeted convertible bonds has provided SMEs with precise financing options, enhancing their growth potential [5][7] Group 3 - The BSE has formed five major industrial clusters, supporting technological innovation across various sectors, including new energy materials and biomedicine [6] - The market supply continues to expand, with the median profit of companies queued for listing in 2024 exceeding 8 million yuan, indicating growing recognition of the BSE platform [7][8] - A comprehensive regulatory system has been established to protect investors and ensure the sound operation of listed companies [7][8] Group 4 - Collaborative efforts among intermediary institutions, long-term funds, and government departments are creating a supportive ecosystem for innovative SMEs [8] - Over 60 securities firms are actively involved in BSE listing sponsorship, transitioning from traditional models to comprehensive financial support [8] - The BSE is advancing reforms to enhance market functions, institutional foundations, service systems, and open ecosystems, including the expedited launch of the BSE 50 ETF [9]

Core Viewpoint - The "targeted convertible bonds" are becoming a focal point in the capital market as the activity in the merger and acquisition (M&A) market significantly increases, with a notable rise in their use as a payment tool for major M&A projects since 2025 [1][2]. Group 1: Market Activity and Trends - Since the introduction of the "Targeted Convertible Bond Restructuring Rules" by the CSRC two years ago, there has been a systematic regulation of the issuance conditions, pricing mechanisms, and lock-up arrangements for targeted convertible bonds [2]. - As of October 2025, there have been 144 newly announced major M&A projects in China, representing a year-on-year increase of 51.58%, with private enterprises particularly active, increasing from 59 projects last year to 106, a growth of 79.66% [2]. - The semiconductor industry has emerged as the primary sector for the issuance of targeted convertible bonds, with 5 out of 6 newly issued bonds related to this industry, covering areas such as analog chip design and power semiconductors [2][3]. Group 2: Features and Advantages of Targeted Convertible Bonds - Targeted convertible bonds offer a unique combination of debt security and equity appreciation potential, providing flexibility in transaction terms that can balance the valuation expectations of both parties involved in M&A [3]. - The new regulations have optimized the terms of targeted convertible bonds, focusing on protecting the rights of existing shareholders, including provisions like covering performance commitment periods and prohibiting downward adjustments of conversion prices [4]. - The interest rate for targeted convertible bonds has significantly decreased to 0.01%, providing a substantial advantage to issuers [4]. Group 3: Case Study and Future Outlook - The case of SIRUI, a simulated chip design company, illustrates the use of "differentiated pricing + targeted convertible bonds" to address varying valuation demands, allowing the management team to accept a lower valuation while sharing future benefits through conversion [5][6]. - As the capital market continues to reform and the marketization of M&A increases, targeted convertible bonds are expected to become a standard tool in sectors such as semiconductors, pharmaceuticals, and high-end manufacturing [6]. - The unique attributes of targeted convertible bonds, particularly in technology-driven M&A, can effectively mitigate transaction risks and enhance integration success rates [6].

Core Viewpoint - The establishment of a merger and acquisition (M&A) restructuring and development service platform led by the Beijing Listed Companies Association aims to enhance the quality of the Beijing M&A market through technological empowerment and ecological collaboration [1][2]. Group 1: Platform Design and Security - The platform prioritizes information security and compliance in its design, employing multiple desensitization techniques such as encryption algorithms and fuzzification to ensure the safe sharing of commercial information [1]. - The platform adheres to regulatory requirements from the Beijing Financial Office and the Beijing Securities Regulatory Bureau, ensuring a controlled environment for sensitive information [1]. Group 2: Growth and Resource Integration - The platform leverages the advantages of the Zhongguancun Development Group, which operates 73 specialized parks and serves over 22,600 enterprises, to identify high-growth technology companies [2]. - The group manages a fund size of 55.7 billion yuan, focusing on key national industries such as integrated circuits, artificial intelligence, and healthcare [2]. Group 3: Financial Support and Innovation - Zhongguancun Jinfu plans to collaborate with banks, securities firms, and trusts to innovate financial tools like M&A loans and targeted convertible bonds, providing customized financial support for transactions [2]. - The company aims to establish a "patient capital" system by exploring the creation of M&A funds in collaboration with financial institutions and leading enterprises [3]. Group 4: Future Outlook - Over the next three years, Zhongguancun Jinfu will focus on providing comprehensive financial services throughout the M&A activity cycle, utilizing its integrated financial service system [2]. - The company aims to build a new ecosystem for M&A services that encompasses technology, capital, parks, and policies, contributing to the development of a globally influential technology innovation center in Beijing [3].

Core Insights - The Shenzhen Municipal Financial Management Bureau, in collaboration with the Shenzhen Development and Reform Commission, has released an action plan aimed at promoting high-quality mergers and acquisitions (M&A) from 2025 to 2027, focusing on future industries such as synthetic biology, intelligent robotics, quantum information, and advanced new materials [1][2]. Group 1: M&A Development Goals - The plan aims to enhance the quality of listed companies in the region, targeting a total market capitalization of over 20 trillion yuan for domestic and foreign listed companies by the end of 2027 [1]. - It seeks to cultivate 20 companies with a market value of over 100 billion yuan and aims to complete over 200 M&A projects with a total transaction value exceeding 100 billion yuan [1][2]. Group 2: Strategic Focus Areas - The action plan emphasizes M&A activities in strategic emerging industries such as integrated circuits, artificial intelligence, new energy, and biomedicine, encouraging leading companies to engage in upstream and downstream acquisitions to strengthen supply chains and enhance key technology levels [2]. - Companies are encouraged to pursue M&A in future industry sectors to rapidly scale up and achieve breakthroughs in critical technologies [2]. Group 3: Financing and Support Mechanisms - The plan promotes diverse financing channels for M&A, allowing eligible companies to utilize cash, shares, convertible bonds, and other financial instruments for their transactions [2]. - It supports the establishment of a comprehensive M&A service platform by the Shenzhen Stock Exchange, providing full-cycle, one-stop services for projects and enhancing the transaction efficiency of technological achievements [3]. Group 4: Training and Ecosystem Development - The action plan includes the creation of a training service system for M&A, aimed at helping companies understand policy directions and regulatory concepts [3]. - It supports the development of a robust ecosystem for M&A, focusing on integrating resources for technology-driven small and medium-sized enterprises through various methods [3].

Core Viewpoint - The adoption of targeted convertible bonds for mergers and acquisitions (M&A) is gaining popularity among listed companies due to their dual characteristics of equity and debt, providing flexibility and reducing financial pressure compared to traditional cash payments [1][3]. Group 1: Adoption of Targeted Convertible Bonds - Since the introduction of targeted convertible bonds for restructuring projects, 16 A-share listed companies have announced plans to use this method for M&A, alongside issuing shares and cash payments [1][2]. - Companies like Changhong High-Tech and Huahai Chengke are actively pursuing M&A using targeted convertible bonds, indicating a trend among tech firms [2][4]. - Targeted convertible bonds allow companies to issue bonds that can be converted into shares under certain conditions, providing a flexible payment structure for M&A transactions [2][3]. Group 2: Benefits for Technology Companies - Over 60% of the companies utilizing targeted convertible bonds for asset purchases are from the Sci-Tech Innovation Board and the Growth Enterprise Market, primarily targeting technology firms [4][5]. - The characteristics of technology companies, such as being asset-light and having high R&D investments, make targeted convertible bonds a suitable financing option, allowing for differentiated pricing and supporting valuation stability [5][6]. - The mechanism of targeted convertible bonds provides capital support flexibility for tech firms while allowing investors to mitigate risks and share in future growth [5][6]. Group 3: Enhancing M&A Efficiency - The use of targeted convertible bonds, along with other innovative tools, has significantly improved the efficiency of M&A transactions, reducing costs and risks associated with traditional methods [6]. - The flexible design and lower financing costs of targeted convertible bonds enhance market activity and promote resource integration and industrial collaboration [6]. - However, complexities in the terms of targeted convertible bonds may introduce challenges in understanding and negotiation, alongside potential credit and market valuation risks [6].