证监会，最新发布！事关重大资产重组

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" by the CSRC aims to deepen the reform of the listed companies' merger and acquisition market, introducing mechanisms for phased payment of shares, enhancing regulatory tolerance for financial changes, and simplifying the review process for restructuring transactions [1][2][4]. Summary by Sections Section 1: Phased Payment Mechanism - A phased payment mechanism for share consideration in restructuring has been established, allowing a registration decision for phased issuance of shares to be valid for 48 months, with the lock-up period starting from the end of the first issuance [2][3]. - Companies can choose between performance compensation or phased payment plus performance compensation to fulfill commitments under performance guarantees [2]. Section 2: Regulatory Tolerance - The requirements for companies to explain and disclose the benefits of transactions have been adjusted to focus on avoiding significant adverse changes in financial status and preventing new major adverse impacts from competition and related transactions [2][3]. Section 3: Simplified Review Process - A new simplified review process has been introduced, allowing certain restructuring transactions to bypass the review by the M&A Committee of the stock exchange, with the CSRC making a registration decision within 5 working days [2][3]. Section 4: Lock-up Period Rules - The lock-up requirements for mergers between listed companies have been clarified, imposing a 6-month lock-up on controlling shareholders and related parties of the acquired company, while no lock-up is required for other shareholders [3]. Section 5: Encouragement of Private Fund Participation - Private funds are encouraged to participate in mergers and acquisitions, with a reverse linkage mechanism for the investment period and lock-up period, reducing lock-up periods for certain shareholders [3][4]. - The CSRC noted that since the introduction of the "Six Opinions on Deepening the Reform of the M&A Market," the scale and activity of the M&A market have significantly increased, with over 1,400 asset restructuring disclosures and a notable rise in major asset restructuring transactions [4].