证监会重磅发布！上市公司重大资产重组新规来了→

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released revised regulations for major asset restructuring of listed companies, aimed at deepening the reform of the mergers and acquisitions market, enhancing regulatory measures, and encouraging private equity fund participation [1][2][3]. Summary by Relevant Sections Key Changes in Regulations - Establishment of a phased payment mechanism for restructuring shares, allowing a registration decision validity period of up to 48 months for phased issuance of shares to purchase assets [2] - Increased tolerance for financial condition changes, related party transactions, and competition, shifting the requirement from significant adverse changes to ensuring no major adverse impacts arise [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 stock exchange's merger and acquisition committee [2] - Clarification of lock-up period rules to support mergers between listed companies, with a 6-month lock-up for controlling shareholders of the acquired company and an 18-month requirement for acquisitions [2] - Encouragement for private equity funds to participate in mergers and acquisitions, with a reverse linkage mechanism for investment duration and lock-up periods [2] Market Impact - Since the introduction of the "Six Opinions on Deepening the Reform of the Mergers and Acquisitions Market" in September 2022, the scale and activity of the mergers and acquisitions market have significantly increased, with over 1,400 asset restructuring disclosures, including more than 160 major restructurings [3] - In 2023, the number of disclosed asset restructurings has exceeded 600, 1.4 times that of the same period last year, with approximately 90 major restructurings, 3.3 times the previous year [3] - The total transaction amount of completed major asset restructurings has surpassed 200 billion yuan, 11.6 times that of the same period last year, indicating effective capital market functionality [3] Future Directions - The CSRC will continue to implement the revised regulations to further stimulate the vitality of the mergers and acquisitions market [4]