Workflow
上市公司并购重组市场改革
icon
Search documents
★证监会深化上市公司并购重组市场改革
Zheng Quan Shi Bao· 2025-07-03 01:56
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 (M&A) market, enhancing the mechanisms for payment and regulatory oversight [1][2]. Group 1: 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 [1]. - Increased tolerance for financial condition changes, related party transactions, and competition, shifting the requirement from "improving financial conditions" to "not causing significant adverse changes" [1]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision by the CSRC within 5 working days without the need for review by the stock exchange's M&A committee [1]. - 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 [1]. - Encouragement of private equity fund participation in M&A, with a reverse linkage between investment duration and lock-up periods, reducing lock-up periods for certain transactions [1]. Group 2: Market Impact and Future Outlook - Following the implementation of the revised measures, the M&A market has seen significant growth, with over 1,400 asset restructuring disclosures and more than 160 major asset restructurings since the "Six Opinions on Deepening M&A Market Reform" was released [2]. - In 2023, the number of disclosed asset restructurings has increased to over 600, 1.4 times that of the same period last year, with major asset restructurings reaching approximately 90, 3.3 times higher than last year [2]. - The total transaction amount of completed major asset restructurings has exceeded 200 billion, an increase of 11.6 times compared to the same period last year, indicating effective capital market functionality [2]. - The CSRC plans to continue implementing the revised measures to further stimulate the vitality of the M&A market [2].
证监会公布新规,涉及多个“首次”
Jin Rong Shi Bao· 2025-05-17 03:18
Core Viewpoint - The revised "Major Asset Restructuring Management Measures" by the China Securities Regulatory Commission (CSRC) aims to simplify review processes, innovate transaction tools, and enhance regulatory inclusiveness in the restructuring of listed companies [1][4]. Summary by Relevant Sections Key Changes in the Revised Measures - The revised measures introduce a simplified review process for restructuring transactions, allowing the CSRC to make registration decisions within 5 working days without the need for review by the stock exchange's merger and acquisition committee [2][6]. - A new mechanism for phased payment of shares in asset purchases has been established, extending the registration decision validity period to 48 months [5][6]. - The requirements for financial condition changes, related party transactions, and competition have been adjusted to focus on avoiding significant adverse impacts rather than merely improving financial conditions [5][6]. Encouragement for Private Equity Participation - The revised measures encourage private equity funds to participate in mergers and acquisitions by implementing a "reverse linkage" mechanism for lock-up periods, reducing the lock-up period from 12 months to 6 months for private equity funds whose investment period exceeds 48 months [6][8]. Market Impact and Activity - Since the introduction of the "Six Measures for Mergers and Acquisitions," the scale and activity of the mergers and acquisitions market have significantly increased, with over 1,400 asset restructuring disclosures and more than 200 billion yuan in completed major asset restructuring transactions [8].
证监会重磅发布!上市公司重大资产重组新规来了→
证券时报· 2025-05-16 13:34
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].
中国证监会修改《上市公司重大资产重组管理办法》 深化上市公司并购重组市场改革
证监会发布· 2025-05-16 13:10
Core Viewpoint - The modification of the "Management Measures for Major Asset Restructuring of Listed Companies" aims to deepen the reform of the merger and acquisition market, enhancing market vitality and facilitating high-quality development of the capital market [1][3]. Summary by Sections Modifications to the Restructuring Measures - Establishment of a phased payment mechanism for restructuring shares, extending the registration decision validity period to 48 months [2]. - Increased tolerance for changes in financial conditions, industry competition, and related party transactions [2]. - Introduction of a simplified review process for restructuring transactions, allowing the China Securities Regulatory Commission (CSRC) to make registration decisions within 5 working days without the need for review by the merger and acquisition committee [2]. - Specification of lock-up period requirements for absorbing mergers, with a 6-month lock-up for controlling shareholders and an 18-month requirement for acquisitions [2]. - Encouragement of private equity fund participation in mergers and acquisitions, with adjusted lock-up periods based on investment duration [2]. Market Impact - Following the modification, the measures outlined in the "Opinions on Deepening the Reform of the Merger and Acquisition Market" have been fully implemented, significantly boosting market activity [3]. - Since the release of the "Merger Six Articles," over 1,400 asset restructuring disclosures have been made, including more than 160 major asset restructurings [3]. - In the current year, over 600 asset restructurings have been disclosed, 1.4 times that of the same period last year, with approximately 90 major asset restructurings, 3.3 times the previous year [3]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion, 11.6 times that of the same period last year, demonstrating the effective functioning of the capital market [3].