★证监会深化上市公司并购重组市场改革

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" by the China Securities Regulatory Commission (CSRC) aims to deepen the reform of the listed companies' merger and acquisition (M&A) market, enhancing the mechanisms for payment and regulatory oversight [1][2]. Group 1: Key Changes in the Restructuring Measures - Establishment of a phased payment mechanism for shares 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, shifting the requirement from "improving financial conditions" to "not causing significant adverse changes" [1]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision by the CSRC within 5 working days without the need for review by the stock exchange's M&A committee [1]. - Clarification of lock-up period rules to support mergers between listed companies, with specific lock-up requirements for controlling shareholders and no lock-up for other shareholders [1]. - Encouragement of private equity fund participation in M&A, with a reverse linkage between investment duration and lock-up periods, reducing lock-up periods for certain transactions [1]. Group 2: Market Impact and Future Outlook - Following the implementation of the revised measures, the M&A market has seen significant growth, with over 1,400 asset restructuring disclosures and more than 160 major asset restructurings since the "Six Opinions on Deepening M&A Market Reform" was released [2]. - In 2023, the number of disclosed asset restructurings has increased to over 600, 1.4 times that of the same period last year, with major asset restructurings reaching approximately 90, 3.3 times higher than last year [2]. - The total transaction amount of completed major asset restructurings has exceeded 200 billion, an increase of 11.6 times compared to the same period last year, indicating effective capital market functionality [2]. - The CSRC plans to continue implementing the revised measures to further stimulate the vitality of the M&A market [2].