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上市公司重大资产重组新规发布!六大修改!多个首次!

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the listed company's merger and acquisition market, supporting transformation and upgrading through mergers and acquisitions [1][2]. Summary of Key Modifications - Establishment of a phased payment mechanism for share-based acquisitions, extending the registration decision validity to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. - Increased tolerance for changes in financial conditions, related party transactions, and competition, shifting the requirement to ensure no significant adverse changes occur [5]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision within five working days without the need for review by the M&A committee [5]. Encouragement of Private Equity Participation - The revised measures encourage private equity funds to participate in mergers and acquisitions by linking investment periods to lock-up periods, reducing lock-up times for certain transactions [6]. Market Activity and Impact - Following the release of the revised measures, the M&A market has seen significant activity, with over 1,400 asset restructuring disclosures and a 1.4 times increase in planned asset restructurings compared to the previous year [7][8]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion, marking an 11.6 times increase year-on-year [7]. Recent Approvals - Concurrently with the release of the revised measures, two major asset restructurings were approved by the China Securities Regulatory Commission, including *ST Songfa's acquisition of 100% equity in Hengli Heavy Industry Group [11].