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Opinions of the China Securities Regulatory Commission on Furthering the Market Reform for the Mergers, Acquisitions, and Restructurings of Listed Companies
[Effective]
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中国证监会关于深化上市公司并购重组市场改革的意见
[现行有效]
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【法宝引证码】
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| Opinions of the China Securities Regulatory Commission on Furthering the Market Reform for the Mergers, Acquisitions, and Restructurings of Listed Companies | | 中国证监会关于深化上市公司并购重组市场改革的意见 |
| All local offices of the China Securities Regulatory Commission (“CSRC”), all exchanges, all subordinate entities, all associations, and all departments and bureaus of the CSRC: | | 中国证监会各派出机构，各交易所，各下属单位，各协会，会内各司局： |
| The following measures are hereby put forward for the purposes of thoroughly implementing the guidelines of the Third Plenary Session of the 20th Central Committee of the Communist Party of China and the requirements of the nine new guidelines of the State Council, improving the “1 + N” policy system for the capital market, further strengthening the functions of mergers, acquisitions, and restructurings in the allocation of resources, maximizing the role of the capital market as a main channel in the mergers, acquisitions, and restructurings of enterprises, adapting to the needs and characteristics of new quality productive forces, supporting listed companies in injecting quality assets, and increasing the investment value. | | 为深入贯彻党的二十届三中全会精神和新“国九条”要求，完善资本市场“1+N”政策体系，进一步强化并购重组资源配置功能，发挥资本市场在企业并购重组中的主渠道作用，适应新质生产力的需要和特点，支持上市公司注入优质资产、提升投资价值，现提出如下措施。 |
| I. Facilitating the Development of New Quality Productive Forces | | 一、助力新质生产力发展 |
| Listed companies are supported in making a layout centering on their scientific and technological innovation and industrial upgrading to guide the gathering of more resources and factors in new quality productive forces. Companies listed on the STAR Market or ChiNext are supported in merging upstream and downstream assets in the industrial chain and enhancing the attributes of innovation, creation, and creativity, and new technologies, new industries, new business forms, and new modes of hardware technology. Listed companies with standardized operations are supported in conducting cross-industry mergers and acquisitions in line with the business logic in light of the needs for industrial transformation and upgrading and seeking the second growth curve, among others, and accelerating the pace of transformation to new quality productive forces. Listed companies are supported in acquiring high-quality unprofitable assets that are conducive to consolidating and improving the chains and improving the level of key technologies in light of their own industrial development needs and based on making arrangements concerning the protection of the interests of minority investors without prejudice to the going concern. “Reverse connection” shall be carried out for the investment period of private investment funds and the lock-up period of shares obtained through restructurings to promote the virtuous cycle of fundraising, investment, management, and exit. | | 支持上市公司围绕科技创新、产业升级布局，引导更多资源要素向新质生产力方向聚集。支持科创板、创业板上市公司并购产业链上下游资产，增强“硬科技”“三创四新”属性。支持运作规范的上市公司围绕产业转型升级、寻求第二增长曲线等需求开展符合商业逻辑的跨行业并购，加快向新质生产力转型步伐。支持上市公司结合自身产业发展需要，在不影响持续经营能力并设置中小投资者利益保护相关安排的基础上，收购有助于补链强链、提升关键技术水平的优质未盈利资产。对私募投资基金投资期限与重组取得股份的锁定期限实施“反向挂钩”，促进“募投管退”良性循环。 |
| II. Increasing Support for Industrial Integration | | 二、加大产业整合支持力度 |
| ．．．．．． | | ．．．．．． |
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