1. 前期筹备：明确合作框架与基金定位 "上市公司+PE"模式（以下简称"产融结合模式"）是上市公司与私募股权（PE）机构合作设立并购基金，通过基金实现标的资产 收购、培育后再整合至上市公司的典型资本运作模式。该模式既发挥了PE的项目资源与资本运作优势，也借助了上市公司的产 业经验与整合能力，已成为A股市场常见的并购重组方式。 一、"上市公司+PE"模式并购基金的核心流程 该流程可分为前期筹备、基金设立、项目并购、投后管理、退出分配、基金清算六大环节，各环节环环相扣，需平衡双方利益 与风险。 2. 基金设立：完成法律架构与资金募集 3. 项目并购：筛选、尽调与交割 4. 投后管理：培育标的以提升整合价值 合作意向达成：上市公司与PE机构基于产业协同需求（如上市公司产业链延伸、业务转型）与PE的投资能力（项目储 备、退出渠道）达成初步合作意向。 框架协议签署：明确合作的基本原则，包括： 基金的核心定位（如专注于某一产业领域的并购，如医疗健康、TMT）； 基金的规模与期限（通常规模在5-50亿元，存续期5-7年，含2-3年投资期、3-4年退出期）； 出资结构（上市公司多为劣后级LP，承担主要风险；PE为GP或优先 ...

以下文章来源于梧桐树资本 ，作者佰仁荟 本届佰仁荟以 "百湖联长江，资本汇江城——母基金驱动下的产业新格局" 为主题，首次让"产业"站上C位，深度探讨如何以母基金为纽带，撬动产 业升级，构筑区域经济发展的新引擎。 大会将继续秉持"非商业、不盈利，无媒体、不报道，无邀请、不参会"的办会原则，旨在为同业提供一个闭门、私密、高端、高效的沟通平台。 第五届「母基金·佰仁荟」由武汉市投促局、武汉市政府驻北京办事处主办，武汉长江新区管理委员会、江夏区人民政府、梧桐树资本承办，武汉市 委金融办协办，同时获得了兴业银行、母基金周刊、执中及LP投顾的鼎力支持。 梧桐树资本 . 梧桐树资本是一家平台型、综合性的私募股权投资机构。专注于投资硬科技、半导体、新能源新材料和医疗健康等战略新兴产业，包括母基金、风险投资 和并购基金（PE基金）三大业务板块，公司于2013年在北京成立。 2025年10月22-23日，中国母基金行业年度盛会——第五届「母基金·佰仁荟」将正式启幕"江城"武汉。 这一次，我们不谈"募资难"，只谈"产业兴"； 这一次，让母基金真正成为产业生态的"超级接口"。 感受中部崛起战略脉搏，抢占政策与市场先机 随着国家"中 ...

Core Viewpoint - The Qingdao Venture Capital Conference aims to promote high-quality development through a comprehensive action plan that includes the establishment of a robust fund management system and the integration of various funding sources to support innovation and industry development [1][5]. Group 1: Fund Management and Integration - Qingdao plans to create a government-guided fund system consisting of venture capital funds, industrial investment funds, and key project collaborative funds, targeting a fund matrix of no less than 300 billion yuan [1]. - By August 2025, Qingdao has achieved significant milestones with 84 listed companies and a total market value exceeding 940 billion yuan [1]. Group 2: State-Owned Enterprises and Investment - The city encourages state-owned enterprises to collaborate with government-guided funds and other entities to enhance investment in technology-driven companies [2]. - A new policy will support state-owned enterprises in their investment efforts, including a liability exemption mechanism for fund management [2]. Group 3: Financial Resource Allocation - Qingdao is establishing various funds, including those focused on technology equity investment and specialized industries, to create a comprehensive investment funding system [2][3]. - The city aims to attract at least 15 billion yuan in long-term capital over the next three years through strategic partnerships with national and provincial funds [2]. Group 4: Industry Development and Support - A project database for key sectors will be established to facilitate investment and support for high-quality projects, with an annual investment target of no less than 10 billion yuan for Qingdao projects [3]. - The city is developing a capital integration platform to enhance the financial ecosystem and support the growth of venture capital and private equity [3][4]. Group 5: Financial Collaboration and Goals - Qingdao aims to strengthen collaboration between funds and banks, insurance companies, and guarantee institutions to enhance investment security and project financing [4]. - By 2027, the city targets a scale of 150 billion yuan for government-guided funds and over 100 billion yuan for state-owned enterprise funds, with a total investment in Qingdao projects exceeding 100 billion yuan [4][5].

——"三个聚力"打造千亿级基金体系 一是聚力整合政府引导基金。构建创投基金、产投基金、重点项目协同基金"3+N"政府引导基金体系， 吸引社会资本打造规模不低于3000亿元的基金矩阵。加快政府引导基金退出，集中资金用于支持科创企 业发展，建立政府引导基金尽职免责机制，政府引导基金容损率最高可达100%。 新华财经济南9月26日电（记者刘玉龙、贾云鹏）在9月26日召开的2025·青岛创投风投大会上，青岛市 正式发布《发挥基金引领作用促进高质量发展行动方案（2025-2027年）》。该行动方案通过"三个聚 力""五大赋能行动"，围绕"10+1"创新型产业体系"4+4+2"现代海洋产业体系、十大现代服务业，构建科 学高效的基金管理运行体系。 三是要素支撑赋能行动。打造产融对接平台，为建设"资本之城"蓄势赋能，加快上合创投风投基地建 设，推动金家岭金融聚集区等立足自身优势实现错位发展，打造优质资本集聚高地。出台加强创投风投 人才队伍建设的若干政策措施，制定高端基金人才招引措施，强化创投风投人才队伍建设。 四是提质增效赋能行动。大力发展私募股权二级市场基金（S基金）、并购基金，探索开展区域性股权 市场基金份额转让业务，鼓 ...

Core Insights - The "Six Guidelines for Mergers and Acquisitions" has significantly enhanced the activity in the capital market, with over 2,100 asset restructuring disclosures in the past year, including more than 230 major restructurings [1] - The number of asset restructurings disclosed by listed companies has increased to over 1,300 this year, 1.4 times that of the same period last year, with nearly 160 major restructurings, 2.3 times that of last year [1] - The restructuring market is increasingly focused on strategic emerging industries and future industries, serving as a "booster" for the development of new productive forces [1][4] Market Activity - The restructuring market has shown a clear trend towards industry integration, with over 70% of major asset restructurings driven by this factor [3] - Traditional industry companies are merging with peers and upstream/downstream assets to enhance supply chain efficiency and competitiveness [3] - The "Two Innovation" boards (Science and Technology Innovation Board, Growth Enterprise Market) have seen over 100 major asset restructurings, with about 80% focused on industry integration [3] Strategic Focus - The focus of mergers and acquisitions is shifting towards high-tech and rapidly growing strategic emerging industries, which are seen as key areas for future growth [4] - State-owned enterprises have accelerated mergers, with nearly 70 major asset restructurings reported, accounting for about 30% of the total [4] Financial Tools and Flexibility - The introduction of diverse payment methods for mergers and acquisitions, including convertible bonds and acquisition loans, has increased transaction flexibility and reduced cost pressures [8][9] - The establishment of a phased payment mechanism for restructuring shares is expected to lower risks associated with one-time valuations, particularly for high-growth but uncertain performance technology companies [9] Regulatory Efficiency - The regulatory environment has improved, with a significant increase in the number of approved restructuring projects, reaching 2.4 times that of the same period last year [10][11] - The average review time for registered projects has decreased to about one month, indicating enhanced efficiency in the approval process [11] - Simplified review procedures for mergers and acquisitions have been implemented, further streamlining the process [11] Future Outlook - The regulatory authorities will emphasize legal supervision and strengthen the responsibilities of intermediary institutions to ensure the quality of mergers and acquisitions [12] - The market is expected to continue evolving towards industry integration, with strategic emerging industries remaining a focal point for mergers and acquisitions [12]

Core Viewpoint - The article discusses the implementation opinions issued by the provincial government to promote the high-quality development of government investment funds, outlining 25 measures across eight areas to enhance market-oriented operations, standardize management, and mitigate risks [1][10]. Group 1: Fund Duration and Management - The maximum duration for industry investment mother funds is set at 15 years, while venture capital mother funds can last up to 20 years, and funds using direct investment models can last up to 10 years [2][14]. - Fund managers must be selected through market-oriented methods, demonstrating fundraising, professional, investment, and management capabilities, along with relevant experience [3][16]. Group 2: Transaction Regulations - Fund managers are prohibited from engaging in improper transactions or benefit transfers with related parties, requiring a robust management system for related transactions [4][20]. - The government investment portion must exit according to the terms set in the fund's articles or partnership agreements, with market-based evaluations for transfer pricing [6][23]. Group 3: Encouragement of Fund Types and Exit Strategies - The implementation opinions encourage the development of secondary market funds (S funds) and merger funds, aiming to broaden exit channels for government investment funds [5][22]. - Early exit options are supported, allowing non-fiscal investors to purchase government shares under specific conditions, with varying terms based on the time of purchase [5][22]. Group 4: Performance Evaluation and Risk Management - A comprehensive evaluation system will be established, focusing on the overall performance rather than individual projects or annual profits, promoting a culture of innovation and tolerance for failure [7][25]. - The article emphasizes the importance of strict financial discipline and risk management, including the establishment of a dedicated account for public funds and regular audits [19][20]. Group 5: Organizational Support and Collaboration - The provincial government will enhance collaboration among various departments to improve project collection and fund management, ensuring effective communication and coordination [26][10]. - The government aims to strengthen partnerships with national funds and well-known fund management institutions to enhance the overall effectiveness of investment funds [9][25].

Core Viewpoint - Recent audit reports from various provinces highlight issues in government investment funds, including lack of clear direction, idle funds, and insufficient performance management, while also acknowledging their role in promoting economic and social development [1][2][3]. Group 1: Audit Findings - Multiple provinces reported that government investment funds have been poorly managed, with funds remaining idle and lacking clear investment targets [1][2]. - In Hebei, a specific fund of 500 million yuan established for technology transformation has not been utilized effectively, remaining idle as of the end of 2024 [1]. - Hubei's audit revealed that 14 funds totaling 2.885 billion yuan have been idle due to procedural issues, and 12 funds failed to align with provincial development goals [2]. Group 2: Policy Developments - The State Council issued a guiding document on January 7, 2025, aimed at standardizing the establishment, fundraising, operation, and exit strategies of government investment funds, marking a significant regulatory advancement [3][4]. - The document encourages the use of mother-fund structures for venture capital funds and proposes adjustments to government funding ratios and performance evaluation periods, particularly benefiting long-cycle sectors like hard technology [3][4]. Group 3: Future Directions - The guiding document emphasizes the need for government investment funds to align with national productivity and avoid investing in structurally problematic industries, shifting focus from attracting external projects to nurturing local industries [5][6]. - The document also promotes the development of private equity secondary market funds and acquisition funds to enhance exit strategies for government investment funds [5][6]. - As of June 30, 2025, there are 460 mother funds in China, with 338 being government-guided funds, collectively managing approximately 299.73 billion yuan [6]. Group 4: Upcoming Events - The 29th World Investment Conference and the 8th Sharjah Investment Forum will take place from October 21 to 23, 2025, focusing on emerging industry development and foreign investment collaboration [7][10].

Core Viewpoint - The article highlights the active role of the Fujian provincial government investment fund in attracting VC/PE attention through various initiatives and funding announcements, which is seen as a positive development for private equity investment in China [2][3]. Group 1: Fund Activities and Announcements - On August 22, the Fujian provincial government investment fund announced the selection of GP for the second batch of specialized sub-funds, following the public announcement of the first batch of five sub-fund managers on July 21 [2]. - The provincial fund has been active this year, launching multiple funds with target sizes of 1 billion for a biomedicine fund, 5 billion for a merger fund, 5 billion for an S fund, and 3 billion for a cultural tourism fund, indicating consistent progress and announcements [2]. - The fund's establishment and operations are efficient, having received government approval in February and subsequently releasing the first batch of sub-fund selection announcements in March [3]. Group 2: Policy Support and Mechanisms - The Fujian provincial fund has implemented positive incentives for sub-funds, allowing for profit-sharing based on development outcomes, with a maximum of 50% of government investment returns [4]. - Significant adjustments have been made to the fund management guidelines, including lowering the minimum return ratio from 1.5 times to 1 time the government investment and establishing a compliance exemption mechanism for investment failures under certain conditions [5]. - The fund's investment period has been extended to 30 years, reflecting a commitment to "patient capital" that can endure long investment cycles typical of technology innovation [6]. Group 3: Strategic Goals and Collaborations - Fujian aims to establish a comprehensive fund matrix, targeting the creation of a 300 billion functional fund group and a 1 trillion industrial fund group within five years, enhancing the role of government-led funds [7][9]. - The provincial government has successfully set up nine government investment funds totaling 13.3 billion, focusing on industries such as digital technology, new energy, and biomedicine [8]. - Collaborations with leading industry players and national funds are being fostered to enhance the resilience and security of industrial supply chains, with specific funds established for carbon neutrality and biomedicine [10]. Group 4: Future Outlook - The article anticipates that Fujian's continuous optimization of policies and mechanisms will enhance its attractiveness to VC/PE, driving talent, enterprises, and resources to the region [11]. - The upcoming 29th World Investment Conference and the 8th Sharjah Investment Forum are expected to facilitate discussions on emerging industries and foreign investment cooperation [12].

Core Viewpoint - The establishment of the Bay Area Cross-Border M&A Alliance in Shenzhen marks a significant development in providing cross-border M&A syndication services for Bay Area enterprises, with a total of 10 billion yuan in syndicate M&A credit approved on the same day [1][2]. Group 1: Alliance Formation and Structure - The Bay Area Cross-Border M&A Alliance was formed with a "bank-led" characteristic, with East Asia Bank (China) serving as the chairman and 8 banks signing a 10 billion yuan syndicate M&A credit agreement [3]. - The alliance includes both foreign and domestic banks, with 4 foreign banks and 4 domestic banks participating in the syndicate [3]. - The alliance has over 50 member institutions, including banks, securities companies, insurance firms, asset management companies, venture capital, and intermediary service organizations [4]. Group 2: Initial Projects and Participants - The first batch of signed enterprises includes listed companies such as Shengtun Mining, Aorijin, Zhuhai Huafa, and China Water Affairs, indicating a focus on companies with established market presence [5][6]. - The sectors involved in the initial projects include non-ferrous metals, urban water supply, aquaculture feed, and electronic information [7]. Group 3: Financing Mechanism - The financing for the M&A projects utilizes a syndicate loan model, which allows multiple banks to jointly provide credit, typically resulting in larger amounts and longer terms [8]. - Specific projects include Aorijin's 570 million yuan equity acquisition loan for a project in Saudi Arabia and Shengtun Mining's 9700 million USD equity acquisition loan for an Indonesian nickel mining company [8][9]. Group 4: Market Context and Policy Support - The global M&A market is showing signs of recovery, with a 27% year-on-year increase in M&A activity since 2025, driven by cross-border and large-scale transactions [11]. - Recent policy changes from the National Financial Regulatory Administration have relaxed restrictions on commercial bank M&A loans, increasing the maximum loan-to-value ratios and extending loan terms [12].

Core Insights - Local governments in China are increasingly establishing provincial-level merger and acquisition (M&A) funds to support technological innovation and facilitate capital exit channels [2][4] - The trend indicates a growing involvement of local state-owned assets in M&A activities, utilizing both direct acquisitions and fund-based approaches to consolidate capital and resources [2][4] - The M&A market is entering a new development phase, driven by supportive policies and a strong desire from local governments to integrate industries and resources [4][5] Provincial Initiatives - Zhejiang province is preparing a 10 billion yuan M&A mother fund, reflecting its early and effective engagement in government industry funds [1][4] - Fujian and Zhejiang have joined other provinces like Shenzhen and Shanghai in promoting the establishment of provincial-level M&A funds [2][4] - The establishment of these funds is seen as a key measure to enhance the quality of venture capital and support the development of new productive forces [11][12] Market Dynamics - In the first half of 2025, Chinese enterprises completed 1,397 M&A transactions, a year-on-year increase of 10.09%, with disclosed amounts totaling 888.70 million USD, up 31.07% [4][5] - Local state-owned enterprises are actively leading M&A activities across various sectors, including energy, mining, and chemicals, indicating a strong intent to reshape regional industrial landscapes [4][5] Fund Management and Strategy - The combination of "state-owned asset acquisition + industry integration" aims to create regional industrial clusters or industry leaders [5][9] - Local state-owned assets are increasingly participating in the establishment of M&A funds, with significant contributions from various stakeholders, including private equity firms and listed companies [7][8] - The operational model of M&A funds requires adeptness in capturing acquisition opportunities and managing post-acquisition integration to realize synergies [8][9] Exit Strategies - The establishment of M&A funds is also viewed as a strategy to diversify exit channels for private equity investments, with 171 private equity funds successfully exiting through M&A, amounting to 43.065 billion yuan, a historical high [11][12] - Policies are being developed to support technology-driven companies in utilizing various financing mechanisms, including M&A and bond issuance, to facilitate effective capital exits [11][12] - The evolution of M&A funds from policy-driven initiatives to market-driven developments is positioning them as a core component of high-quality growth in the private equity sector [12]