牛市发力！上市公司重大资产重组新规落地，创多项“首次”

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has officially released and implemented the revised "Management Measures for Major Asset Restructuring of Listed Companies," optimizing various aspects such as review procedures, innovative transaction tools, and enhanced regulatory inclusiveness to invigorate the capital market [1][4]. Summary by Relevant Sections Simplified Review Procedures - A new simplified review process has been established, allowing certain restructuring transactions to bypass the review by the M&A Committee of the stock exchange, enabling the CSRC to make registration decisions within 5 working days, significantly shortening the review time and improving restructuring efficiency [2][3]. Payment Mechanisms - The revised measures introduce a mechanism for phased payment of shares for asset purchases, extending the validity period for registration decisions to 48 months, thus providing strong support for companies to manage funds and advance restructuring processes [2][3]. Regulatory Flexibility - The updated regulations enhance the tolerance for changes in financial conditions, competition among peers, and related party transactions, allowing companies more room to adapt to market changes while ensuring market norms are maintained [2][3]. Lock-up Periods - The rules clarify the lock-up period requirements for mergers between listed companies, setting differentiated lock-up periods for different shareholder groups of the absorbed company, with a 6-month lock-up for controlling shareholders and 18 months if it constitutes an acquisition, while no lock-up is required for other shareholders [2][3]. Encouragement of Private Equity Participation - The measures encourage private equity funds to participate in mergers and acquisitions by implementing a "reverse linkage" policy between the investment period of private equity funds and the lock-up period for shares obtained through restructuring, reducing lock-up periods to attract more private equity investment [3][5].