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]

Group 1 - The core viewpoint of the news is that Aopu Mai's asset acquisition through share issuance has been approved, marking a significant step in the implementation of the "Six Merger Guidelines" aimed at enhancing the value of listed companies by injecting quality assets [1] - Aopu Mai's restructuring project is the first in the A-share market to adopt a phased payment mechanism for share consideration since the release of the "Six Merger Guidelines" [1] - The target company, Pengli Bio, specializes in preclinical research services for drugs and devices and is recognized as a national-level "little giant" enterprise, which will enhance Aopu Mai's profitability and core competitiveness post-acquisition [1] Group 2 - The phased payment mechanism for share consideration enhances payment flexibility and better protects the interests of the listed company, allowing for adjustments based on the target company's future performance [2] - The "reverse linkage" mechanism encourages private equity funds to participate in mergers and acquisitions by linking the investment period with the lock-up period of shares obtained through the restructuring [2] - The implementation of the "Six Merger Guidelines" has led to a series of reforms aimed at invigorating the merger and acquisition market, improving regulatory tolerance, and supporting industrial integration [3]

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]

Core Viewpoint - The report provides an independent financial advisory opinion regarding Shanghai Aopumai Biotechnology Co., Ltd.'s issuance of shares and cash payment for asset acquisition, emphasizing the fairness and reasonableness of the transaction for all shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Pengli Biotechnology by issuing shares and cash, along with raising supporting funds [10][20]. - The total transaction price for the acquisition is approximately 1.45 billion yuan, with the payment structured through both shares and cash [18][19]. Group 2: Compliance with Regulations - The transaction complies with the relevant provisions of the Major Asset Restructuring Management Measures and does not constitute a restructuring listing as defined by the regulations [14][15]. - The transaction has been assessed to meet the requirements of the Science and Technology Innovation Board's continuous supervision measures and listing rules [21]. Group 3: Financial and Operational Impact - The acquisition is expected to enhance the company's asset quality and operational capabilities, allowing for a more comprehensive service offering in the biopharmaceutical sector [15][16]. - The target company, Pengli Biotechnology, specializes in preclinical drug research services, which aligns with the acquirer's existing business in cell culture and contract development manufacturing (CDMO) [8][20]. Group 4: Independent Advisory and Due Diligence - The independent financial advisor has conducted thorough due diligence and confirmed that the transaction's terms are fair and reasonable, ensuring no substantial discrepancies with disclosed documents [2][11]. - The advisor's opinion is based on the assumption that all parties involved will adhere to their contractual obligations and that the provided information is accurate and complete [3][4].