证监会重磅发布！上市公司重大资产重组新规来了→

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 market, introducing mechanisms for phased payment of shares and enhancing regulatory flexibility regarding financial status changes, competition, and related transactions [1][2]. Summary by Sections 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 [2]. - Increased regulatory tolerance for changes in financial status, competition, and related transactions, shifting the requirement from "improving financial status" to "not causing significant adverse changes" [2]. - Introduction of a simplified review process for restructuring transactions, allowing CSRC to make registration decisions within 5 working days without the need for review by the M&A Committee [2]. - 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 [2]. - Encouragement of private equity fund participation in mergers and acquisitions, with a "reverse linkage" mechanism for lock-up periods based on investment duration [2]. Market Impact - Since the introduction of the "Six Opinions on Deepening the Reform of the M&A Market" in September 2022, the scale and activity of the M&A market have significantly increased, with over 1,400 asset restructuring disclosures and more than 160 major asset restructurings [3]. - In 2023, the number of disclosed asset restructurings has reached over 600, 1.4 times that of the same period last year, with major asset restructurings at approximately 90, 3.3 times higher than last year [3]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion yuan, an increase of 11.6 times compared to the same period last year, indicating effective capital market functionality [3]. Future Directions - The CSRC will continue to implement the revised restructuring measures to further stimulate the vitality of the M&A market [4].