Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the "Major Asset Restructuring Management Measures" to support cross-border mergers and acquisitions that align with commercial logic, introducing a mechanism for installment payments of shares in restructuring transactions [1][4]. Group 1: Simplified Review Procedures - The revised restructuring review rules expand the applicability of the "small-scale fast" review and simplified review procedures to encourage eligible listed companies to opt for more efficient review processes [2]. - The simplified review procedure applies to two types of transactions: share swap mergers between listed companies and share issuance for asset purchases by companies with a market value exceeding 100 billion yuan and a continuous A rating for information disclosure quality for two years [2]. - For transactions qualifying for the simplified review, the exchange will accept applications within 2 working days based on intermediary verification, and provide review opinions within 5 working days, without requiring further inquiries or committee reviews [2][3]. Group 2: Installment Payment Mechanism - The introduction of a mechanism for installment payments of shares in asset purchases is a significant innovation in the revised restructuring measures, extending the approval validity period from 12 months to 48 months for installment share issuances [4]. - This installment payment option allows parties to negotiate payment terms, enhancing flexibility and increasing the likelihood of successful negotiations [5]. Group 3: Regulatory Adjustments - The revised rules strengthen the responsibilities of all parties involved in the simplified review process, requiring commitments from listed companies and ensuring intermediary institutions fulfill their verification responsibilities [3]. - The CSRC has adjusted regulatory requirements regarding same-industry competition and related transactions, increasing the tolerance for mergers and acquisitions that do not lead to significant adverse impacts [6]. - The Shanghai Stock Exchange has updated its guidelines to include new disclosure and verification requirements for various types of transactions, supporting technological innovation and enhancing regulatory adaptability [6].
放宽“小额快速”审核程序,重组审核规则松绑
Di Yi Cai Jing·2025-05-16 15:47