On January 30, the China Securities Regulatory Commission issued the "Decision on Amending the Opinions on the Application of Securities and Futures Laws No. 18 (Draft for Comments)" to solicit public opinions. The core goal of this revision is clear: to open the door to the system for "patient capital" to enter the refinancing of listed companies.

In the past, listed companies introduced strategic investors, mainly for upstream and downstream enterprises in the industry (i.e., "industrial investors"), and the rules were relatively vague. Now, for the first time, the new regulations clearly define a new category of roles - "capital investors" and put them on the same level as industrial investors.

Which institutions are "capital investors"? Includes:

National social security fund, basic pension insurance fund, enterprise annuity, occupational annuity, commercial insurance fund, public fund, bank wealth management products, etc. These are typical medium and long-term funds that are willing to accompany the growth of enterprises and do not pursue short-term speculation.

|5% hard threshold + full marking

The most critical change in this revision is to set a 5% shareholding threshold - if you want to be a "strategic investor", you can't just invest a little money.

Why 5%?

Because this ratio usually means being able to nominate directors, participate in major company decisions, and truly intervene in corporate governance. The new regulations are to promote these long-term funds from "financial investors who only look at the rise and fall of stock prices" to "governance participants who do a good job of the company together".

At the same time, the China Securities Regulatory Commission has also tightened the regulatory fence: it is clearly prohibited to bypass the lock-up period or secretly reduce holdings through proxy holdings, securities lending, derivatives and other means; Completely block the operating space that is under the banner of "strategic cooperation" but actually wants to quickly enter and exit arbitrage.

"Investors" are no longer just industry tycoons, pensions and insurance can also be used

In the past, "strategic investors" usually referred to companies that could bring technology, customers, or industrial chain resources — such as a battery factory investing in a new energy vehicle company. However, in practice, many so-called "strategic investors" are actually just financial players in short-term arbitrage and do not bring any synergistic value at all.

Now, the China Securities Regulatory Commission has completely reconstructed the definition of "strategic investors" by revising the "Opinions on the Application of Law", which are divided into two categories:

1. Industrial investors: traditional roles, relying on industrial resource coordination;

2. Capital investors: a new category, specifically referring to long-term, stable, and patient institutional funds.

哪些算“资本投资者”？名单很明确：全国社保基金、基本养老保险、企业年金、职业年金、商业保险资金、公募基金、银行理财等。这些正是中国市场上最典型的“长钱”——投资周期长、风险承受力强、不追涨杀跌。

这一改革并非凭空而来，而是落实2025年初多部委联合发布的《推动中长期资金入市方案》的关键一步。该方案明确提出：允许这些“长钱”以战略投资者身份参与上市公司定增。

The policy intention is clear: not to let these funds only "speculate in stocks" in the secondary market, but to encourage them to truly invest in shares, deeply participate in corporate governance, and improve the quality of listed companies from within.

But if you want to be a "capital-based strategic investor", money alone is not enough. The new regulations require: you can't just submit an analysis report that is "optimistic about this company"; A specific "value creation plan" must be submitted explaining how directors or experts will be stationed; how to help improve management, integrate resources, and develop markets; How to really enhance the competitiveness of enterprises.

To put it simply: in the future, pensions and insurance will invest in you, not to "lie down and earn", but to work with you to make the company better - real strategy, real action; Long money, you have to do long-term work.

Strictly prevent "fake strategies and real arbitrage": all "detours" are blocked

In the past, some institutions came in under the banner of "strategic cooperation" and secretly cashed out using various methods when they turned around.

This new regulation directly blocks all vulnerabilities:

These regulations are very detailed, but the goal is clear: your interests must be tied to the long-term development of the company, and you cannot secretly hedge risks and prepare to run away while shouting "support the enterprise".

There are also special requirements for "capital investors". Industrial investors bring their own customers, technology, and supply chains, but "capital investors" such as public funds and insurance rely on professional ability and long-term perspective.

Therefore, the new regulations put forward higher requirements for them: the manager of the fund or insurance must really understand the company's industry and business; It is not only necessary to invest money, but also to help enterprises introduce resources, improve governance, and optimize internal control.

Three "firewalls" to prevent black box operations

To ensure that these disclosures are true and credible, the new regulations set up multiple safeguards:

Pre-check: The audit committee of the board of directors of the listed company must first review - is there any benefit transfer in this cooperation? Are there any benefits to related parties? And give clear opinions.

In-process verification:

Sponsors (securities firms) and lawyers cannot only do "formal review", but must independently judge whether there is a transfer of interests and sign and endorse the documents.

Post-marking:

The sponsor must also continue to supervise throughout the cooperation period, and must immediately report to the China Securities Regulatory Commission once it is found that strategic investors have not fulfilled their commitments or listed companies have "released water".

Intermediaries have changed from "one-time servicers" to "long-term supervisors".

Violations must be investigated, and rules grow "teeth". If a listed company, strategic investor or intermediary: fails to disclose information in accordance with regulations, falsifies the disclosure content, or fails to perform due diligence, the China Securities Regulatory Commission will severely punish it in accordance with the law, impose a fine, and hold accountable. This means that the new regulations are not "paper tigers", but have real penalties and hard constraints.