Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released revised regulations for major asset restructuring of listed companies, aiming to deepen the reform of the mergers and acquisitions market by introducing mechanisms for installment payments, enhancing regulatory flexibility, and encouraging private equity fund participation [1][2][3]. Summary by Sections Major Changes in Regulations - Establishment of an installment payment mechanism for restructuring shares, allowing a registration decision validity period of up to 48 months and merging calculations for installment shares [2]. - Increased regulatory flexibility regarding financial condition changes, competition, and related party transactions, shifting the focus from major adverse changes to ensuring no significant negative impacts arise [2][3]. - Introduction of a simplified review process for restructuring transactions, allowing for quicker registration decisions by the CSRC within five working days [3]. Lock-up Period and Mergers - Clarification of lock-up period rules to support mergers between listed companies, with a six-month lock-up for controlling shareholders of the absorbed company and an 18-month requirement for acquisitions [3]. - No lock-up period is imposed on other shareholders of the absorbed company [3]. Encouragement of Private Equity Participation - Implementation of a "reverse linkage" mechanism for private equity fund investment periods and lock-up periods, reducing lock-up periods for certain transactions based on the investment duration [3]. - Adjustments made to align with the new Company Law and other relevant regulations [3]. Market Activity and Future Outlook - Since the introduction of the "Six Opinions on Deepening the Reform of the Mergers and Acquisitions Market," the scale and activity of the restructuring market have significantly increased, with over 1,400 disclosed asset restructurings and more than 600 planned this year, representing a 1.4 times increase from the previous year [4]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion yuan, marking an 11.6 times increase compared to the same period last year [4]. - The CSRC plans to continue implementing the revised regulations to further stimulate market activity [5].
证监会,最新发布!事关重大资产重组
券商中国·2025-05-16 15:34