证监会修改《上市公司重大资产重组管理办法》，更包容！更鼓励！更简便！

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the "Major Asset Restructuring Management Measures for Listed Companies," effective from May 16, 2023, to enhance the regulatory framework for major asset restructurings, aiming to improve financial conditions and encourage participation from private equity funds [1][2][3]. Summary by Sections Key Modifications - Establishment of a phased payment mechanism for share consideration, extending the registration decision validity period to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [1][2]. - Increased tolerance for financial condition changes, related party transactions, and competition, shifting the requirement to ensure no significant adverse changes occur [2]. - Introduction of a simplified review process for restructuring transactions, allowing CSRC to make registration decisions within five working days without the need for review by the stock exchange's merger and acquisition committee [2]. - 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 [2]. - Encouragement of private equity fund participation in mergers and restructurings, with reduced lock-up periods for funds that have held investments for 48 months [2]. Adaptations to New Company Law - Adjustments made to align with the new Company Law, including the removal of references to "supervisors" and changing "shareholders' meeting" to "shareholders' assembly" [3][5]. Information Disclosure Requirements - Listed companies must disclose board resolutions and restructuring plans within one working day after the board's decision, including independent directors' opinions if the restructuring constitutes a related party transaction [6][37]. - The requirement for independent financial advisors to provide ongoing supervision for at least one accounting year after asset delivery or transfer has been established [9][37]. Performance Evaluation and Reporting - Companies must disclose the actual profit figures versus profit forecasts for assets acquired based on future earnings expectations within three years of asset delivery [9][10]. - Independent financial advisors are required to conduct continuous supervision and provide opinions on the restructuring's impact on non-related shareholders [9][10].