SONGFA(SH:603268) IPO日报·2025-05-18 11:49Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the merger and acquisition market for listed companies, supporting their transformation and upgrading through mergers and acquisitions [1][2]. Summary by Sections Major Modifications - The new "Restructuring Measures" introduces several first-time initiatives, including a simplified review process, adjusted regulatory requirements for issuing shares to purchase assets, a phased payment mechanism, and the introduction of private equity fund "reverse linkage" arrangements [4][5]. Key Changes 1. Phased Payment Mechanism: Establishes a mechanism for phased payment of shares for asset purchases, extending the registration decision validity period to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. 2. Increased Regulatory Flexibility: Adjusts the requirements for disclosing the benefits of transactions to focus on avoiding significant adverse changes in financial status and ensuring independence from major adverse impacts of related transactions [5]. 3. Simplified Review Process: Introduces a simplified review process for certain restructuring transactions, allowing the China Securities Regulatory Commission (CSRC) to make registration decisions within five working days [6]. 4. Lock-up Period Rules: Clarifies lock-up requirements for mergers between listed companies, setting a six-month lock-up for controlling shareholders of the acquired company and an 18-month lock-up for acquisitions [6]. 5. Encouragement of Private Equity Participation: Implements "reverse linkage" for private equity fund investment periods and lock-up periods, reducing lock-up durations for certain shareholders [7]. 6. Adaptation to New Company Law: Makes adjustments in line with the new Company Law and related regulations, including terminology updates and the removal of references to company supervisors [7]. Market Activity - Following the release of the "Restructuring Measures," the measures outlined in the "Six Opinions on Deepening the Reform of the Merger and Acquisition Market" have been fully implemented, significantly enhancing market activity. Over 1,400 asset restructuring announcements have been made, with major asset restructurings exceeding 160 [9][10]. - In 2024, the number of merger projects reviewed by the Shanghai and Shenzhen Stock Exchanges has increased, with 15 projects reviewed in total, and a 100% approval rate for the first half of 2025 [11][12]. Specific Case - *ST Songfa has received approval from the CSRC for a major asset restructuring involving the acquisition of 100% equity in Hengli Heavy Industry Group, aiming to enhance profitability and risk resistance [13].