Shanghai Municipality Action Plan for Supporting Mergers and Acquisitions and Restructuring of Listed Companies (2025-2027)

In order to deeply implement the spirit of the Third Plenary Session of the 20th CPC Central Committee, and in accordance with the "Opinions of the State Council on Strengthening Supervision and Guarding Against Risks to Promote the High-Quality Development of the Capital Market" and the "Opinions of the China Securities Regulatory Commission on Deepening the Reform of the Market for Mergers and Acquisitions and Restructuring of Listed Companies". The implementation of capital market reform tasks, play the decisive role of the market in resource allocation, better play the role of the government, further improve the efficiency of resource allocation, promote the strategic upgrading of major industries, and deepen the construction of Shanghai's "five centers", the formulation of this program.

I. Main objectives. Strive to 2027, landing a number of key industries representative mergers and acquisitions cases, in integrated circuits, biomedicine, new materials and other key industries to cultivate 10 or so internationally competitive listed companies, the formation of 300 billion yuan of mergers and acquisitions transaction scale, the activation of the total assets of more than 2 trillion yuan, gathering 3-5 professional mergers and acquisitions fund managers with strong industry influence, intermediary mergers and acquisitions service capacity Significantly improve, mergers and acquisitions service platform to play an active role, will be the city, urban areas, government and enterprises to significantly strengthen the synergies, policy protection system synergies, and strive to build Shanghai into a significant increase in industrial capacity, mergers and acquisitions ecological and more sound, collaborative mechanism of multiple long-lasting listed companies mergers and acquisitions and restructuring of the pioneering and demonstration area, better service for the high-quality development of the economy.

Two, focusing on the new quality of productivity to strengthen the chain to make up the chain. Promote high-quality listed companies, industrial groups to increase the integration of resources of industry chain-related enterprises. Support listed companies to acquire high-quality unprofitable assets that help to strengthen the chain and supplement the chain, and enhance the level of key technologies. In key areas such as integrated circuits, biomedicine, artificial intelligence, etc., sort out the list of listed chain master enterprises in key industries. (Responsible units: Municipal Commission of Economy and Information Technology, Municipal Development and Reform Commission, Municipal State-owned Assets Supervision and Administration Commission, Municipal Science and Technology Commission, Municipal Finance Office, and district governments)

Thirdly, the promotion of the transformation and upgrading of traditional industries. Encourage the modern service industry, including finance, logistics, professional services and other traditional industries listed companies, to carry out the same industry, upstream and downstream mergers and acquisitions and absorption and mergers, reasonably enhance industrial concentration. Carry out cross-industry mergers and acquisitions centering on industrial upgrading and seeking the second growth curve, injecting high-quality assets and enhancing investment value. Playing the leading role of state-owned listed companies, focusing on enhancing core functions, carrying out high-quality mergers and acquisitions around accelerating the forward-looking layout of emerging industries and promoting the transformation and upgrading of traditional industries. (Responsible units: Municipal Commission of Economy and Information Technology, Municipal Commission of Development and Reform, Municipal State-owned Assets Supervision and Administration Commission, Municipal Science and Technology Commission, Municipal Commission of Commerce, Municipal Commission of Finance, and district governments)

Fourth, to establish the merger and acquisition of the target discovery and reserve mechanism. According to the city's key industry development plan, focusing on the three leading industries of integrated circuits, biomedicine and artificial intelligence, as well as the new generation of electronic information, intelligent networked vehicles and new energy vehicles, high-end equipment, new energy and green low-carbon, advanced materials, fashionable consumer goods, software and information services, etc., and combined with the needs of the enterprise's development, the list of potential key merger and acquisition targets is sorted out. Organize high-quality listed companies to dock with the target enterprises. (Responsible units: Municipal Commission of Economy and Information Technology, Municipal Commission of Development and Reform, Municipal State-owned Assets Supervision and Administration Commission, Municipal Science and Technology Commission, Municipal Finance Office, and district governments)

V. Strengthening merger and acquisition resource integration and post-investment empowerment. The professional investment team strength, around the merger and acquisition of the subject enterprise focus on building the whole process of tracking, the whole chain of services of the closed-loop work system, to help carry out mergers and acquisitions after the integration of resources. After the mergers and acquisitions successfully landed in the city's key industrial projects, the city, the relevant departments of the district in the land, energy consumption, talent, research and development, finance and other aspects of strengthening support services, to give key protection. (Responsible units: Municipal Commission of Economy and Information Technology, Municipal Planning and Resources Bureau, Municipal Development and Reform Commission, Municipal Talent Bureau, Municipal Science and Technology Commission, Municipal Party Committee Financial Office, the district governments)

Sixth, accelerate the cultivation of gathering mergers and acquisitions fund. The introduction of professional track market-oriented M&A fund managers, to attract the gathering of market-oriented M&A funds, eligible for inclusion in the equity investment fund set up fast track. Use 10 billion yuan of integrated circuit design industry M&A fund, set up 10 billion yuan of biomedical industry M&A fund. Government investment funds can participate in M&A funds through ordinary shares, preferred shares, convertible bonds, etc., and appropriate concessions. The establishment of CVC funds will be included in the fast-track for "chain master" enterprises that carry out M&A and reorganization around the key links of the industry chain through corporate venture capital (CVC). (Responsible units: Municipal State-owned Assets Supervision and Administration Commission, Municipal Economy and Information Technology Commission, Municipal Science and Technology Commission, Municipal Development and Reform Commission, Municipal Finance Office, Shanghai Securities Regulatory Commission)

Seven, to improve the service capacity of intermediary institutions. Accelerate the merger of securities companies to create a first-class investment bank. Guiding investment banks to set up M&A and reorganization integrated service teams, linking industrial research, investment, investment banking, investment research, financing docking, legal services, evaluation and audit boards to provide comprehensive services for the whole life cycle of the parties involved in M&A transactions. Regular training will be organized for investment banks, accounting firms, law firms, asset appraisal institutions and other intermediaries to enhance their industrial control and M&A professional service capabilities. (Responsible units: Shanghai Securities Regulatory Commission, Municipal Party Committee Financial Office, Municipal State-owned Assets Supervision and Administration Commission, Municipal Bureau of Justice, Municipal Bureau of Finance, Shanghai Stock Exchange)

Higher, to build a comprehensive M&A service platform. Strengthen the collaboration between the government and the market, to create a strong professional management capabilities, policy support, high degree of elemental agglomeration of mergers and acquisitions resource concentration area, to build a "one-stop" mergers and acquisitions public service platform and third-party market-oriented mergers and acquisitions service platform, gathering and integrating resources such as banks, securities, funds, asset valuation institutions, to provide demand for digging, It provides a full range of services such as demand exploration, transaction aggregation and asset transfer. Regularly carry out M&A salons, increase counseling and training, roadshow promotion and financing docking. Strengthen policy interpretation, establish a regular communication and liaison mechanism with listed companies, intermediaries and other business entities, and support excellent typical cases to achieve results. (Responsible units: relevant district governments, Shanghai Exchange Group, Municipal Party Committee Financial Office, Shanghai Securities Regulatory Commission, Municipal State-owned Assets Supervision and Administration Commission, Shanghai Stock Exchange, relevant industry associations)

Nine, to strengthen the comprehensive supporting policy support. The new introduction of professional track M&A fund managers to give a certain amount of incentives. Improve the performance evaluation mechanism of government investment funds funded by the Treasury. Use of cross-border M&A projects in key areas of foreign direct investment (ODI) filing mechanism to facilitate listed companies to merge and acquire high-quality assets abroad. Financial institutions will provide diversified M&A financial products such as loans, insurance and bonds for M&A reorganization and subsequent operations. Explore innovative pilot projects of equity participation-type M&A loans for domestic technology-based enterprises. Coordinate the use of free trade accounts, cross-border capital pools and other financial tools, pilot cross-border transfer of shares of syndicated loans, optimize the management of foreign debt registration and cross-border guarantee process, and meet the financing needs of cross-border M&A. (Responsible units: Municipal Development and Reform Commission, Municipal Finance Bureau, Municipal Commerce Commission, Municipal Finance Office, Shanghai Financial Supervisory Bureau, Shanghai Branch of the State Foreign Exchange Bureau, and the district governments)

Ten, to improve the efficiency of mergers and acquisitions and regulatory inclusiveness of services. City and district departments for the key industrial chain mergers and acquisitions and restructuring projects in the project, environmental assessment, labor and employment approval to establish green channels, provide efficient and convenient services. Improve the inclusiveness of policies for M&A of high-quality unprofitable assets that can help strengthen and supplement the chain and enhance the level of key core technologies. Optimize the management of state-owned asset appraisal, and improve the efficiency of approval of key projects of state-owned mergers and acquisitions. Improve and perfect the performance evaluation mechanism and fault-tolerance mechanism of the state-owned equity investment fund, focus on the overall performance of the fund and long-term returns, and under the premise of diligence and due diligence, allow micro-profit and loss-making investment projects to exit through the M&A channel and be exempted from the relevant accountability. (Responsible units: Municipal State-owned Assets Supervision and Administration Commission and other relevant departments, relevant district governments)

Eleven, solid talent and legal protection. Improve talent evaluation, incentive mechanism, support in key mergers and acquisitions and restructuring projects in the outstanding performance of the talent declaration of the city's Oriental Talent and other talent programs. The Shanghai Financial Court plays a role in improving the specialized trial mechanism for financial disputes, strengthening the trial of investment and financing cases and securities cases involving listed companies in mergers and acquisitions and restructuring, supporting enterprises to carry out mergers and acquisitions and restructuring business in accordance with the law, and creating a fair and active market environment with honesty and fairness. (Responsible units: Financial Office of the Municipal Party Committee, Municipal Talent Bureau, Municipal Education Commission, Municipal Human Resources and Social Security Bureau, Shanghai Financial Court, Shanghai Securities Regulatory Bureau, Shanghai Stock Exchange, and relevant industry associations)

Twelve, and to strengthen the prevention of various types of risks. Focusing on preventing financial fraud, capital appropriation, insider trading, market manipulation and other violations in the process of mergers and acquisitions and restructuring, enhancing regulatory communication and guidance services, and protecting the rights and interests of small and medium-sized investors. Perform financial and legal due diligence, rationally design transaction terms, and avoid commercial risks that may exist in M&A reorganization. Regulate the supervision and restraints on asset pricing and transactions to prevent the loss of state-owned assets. Guide the parties to standardize cross-border mergers and acquisitions. (Responsible units: Shanghai Securities Regulatory Commission, Municipal State-owned Assets Supervision and Administration Commission, Municipal Development and Reform Commission, Municipal Commission of Commerce, Shanghai Stock Exchange)

The Municipal Party Committee's Financial Office, Municipal Development and Reform Commission, Municipal Commission of Economy and Informatization, Municipal Science and Technology Commission, Municipal Commission of Commerce, Municipal State-owned Assets Supervision and Administration Commission, Municipal Bureau of Finance, Municipal Bureau of Market Supervision, Municipal Taxation Bureau, Shanghai Financial Regulatory Commission, Shanghai Securities Regulatory Commission, the relevant district governments, Shanghai Stock Exchange, etc., will study the promotion Mergers and acquisitions, reorganization, support policies, ecological construction and other matters, regular meetings to track the progress of work. The key areas of major mergers and acquisitions into the capital market to support the Shanghai "five centers" construction of the collaborative work mechanism.