上市公司重大资产重组新规落地！主要修改内容涉及这六项

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has announced modifications to the "Management Measures for Major Asset Restructuring of Listed Companies" to enhance the reform of the merger and acquisition market, aligning with the directives from the 20th National Congress and the State Council's opinions on risk prevention and high-quality capital market development [1][2][3] Group 1 - Establishment of a phased payment mechanism for share consideration in restructuring, extending the registration decision validity period to 48 months and allowing for combined calculations of phased share issuances [1] - Increased tolerance for financial condition changes, related party transactions, and competition among peers, shifting the requirement to ensure no significant adverse changes in financial status or new major adverse impacts from competition [2] - Introduction of a simplified review process for restructuring transactions, allowing the CSRC to make registration decisions within 5 working days without the need for review by the M&A Committee of the stock exchange [2] Group 2 - Clarification of lock-up period rules to support mergers between listed companies, establishing a 6-month lock-up for controlling shareholders of the absorbed company and an 18-month lock-up for acquisitions [2] - Encouragement of private equity fund participation in mergers and acquisitions, with reduced lock-up periods for funds that meet certain investment duration criteria [2] - Adaptations made in accordance with the new Company Law, including terminology updates and the removal of references to company supervisors [3]