重组简易审核程序

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★沪深交易所新设重组简易审核程序
Zhong Guo Zheng Quan Bao· 2025-07-03 01:56
Core Viewpoint - The revised major asset restructuring review rules and supporting business guidelines aim to optimize the restructuring review process, enhance efficiency, and invigorate the merger and acquisition market in China [1][2] Group 1: Revised Rules and Procedures - The new rules establish a simplified review procedure for eligible listed companies, allowing for absorption mergers and asset purchases without significant restructuring, with a review period of 2 working days for acceptance and 5 working days for feedback [1] - The China Securities Regulatory Commission (CSRC) has also shortened the registration time to 5 working days [1] Group 2: Market Impact and Reception - Industry insiders believe that the simplified review process will effectively reduce transaction costs for market participants and stimulate market activity, receiving high recognition from market entities [1] Group 3: Accountability and Oversight - The revision sets negative conditions for the application of the simplified review process, aligning with existing "small-scale rapid" review procedures, and adjusts the disciplinary actions for intermediary institutions from "disciplinary punishment" to "public condemnation" [1][2] - Companies and related parties must commit to meeting the requirements for the simplified review process, while intermediary institutions are responsible for thorough verification, and exchanges will enhance post-event supervision of relevant restructuring transactions [2]
沪深北交易所修订发布重组审核规则 提高上市公司质量
Zheng Quan Ri Bao· 2025-05-16 16:48
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released revised regulations for major asset restructuring of listed companies, aiming to enhance the efficiency and quality of mergers and acquisitions in the capital market [1][4]. Summary by Sections Regulatory Changes - The revised restructuring rules implement the "Six Opinions on Mergers and Acquisitions" by establishing a phased payment mechanism for share consideration in restructurings, clarifying the validity period for approvals, issuance conditions, lock-up periods, and ongoing supervision [1][4]. - The new rules also increase the tolerance for valuation, competition with peers, and related party transactions, reflecting a targeted approach to improve the quality of listed companies [1][4]. Simplified Review Procedures - The restructuring review rules specify conditions for simplified review procedures, applicable to two types of transactions: share swap mergers between listed companies and asset purchases by high-quality companies with a market value exceeding 100 billion yuan and a continuous A rating for information disclosure [2][3]. - A negative list for simplified review procedures has been established, including companies or their controlling shareholders facing administrative penalties or significant credit issues within the last twelve months [2][3]. Responsibilities and Mechanisms - Companies and related parties must commit to meeting the requirements for simplified review procedures, while independent financial advisors are required to provide clear verification opinions [3]. - The exchanges will enhance post-event supervision to prevent misuse of simplified review procedures, ensuring compliance with the established regulations [3]. New Tools for Small and Medium Enterprises - The Beijing Stock Exchange has introduced three new institutional tools, including a "small-scale rapid" review mechanism, to support small and medium-sized listed companies in utilizing restructuring tools for high-quality development [4][5]. - The phased payment mechanism for share consideration is designed to mitigate transaction risks and enhance flexibility, particularly beneficial for small enterprises sensitive to risk [5]. Future Outlook - Different types of companies will find suitable and efficient merger and acquisition tools, with large companies able to quickly complete transactions through simplified procedures, while smaller companies can leverage the "small-scale rapid" review mechanism [6]. - The market-oriented reform of the merger and acquisition system will enable high-quality listed companies on the Beijing Stock Exchange to effectively utilize restructuring for sustainable development [6].
证监会,最新发布!事关重大资产重组
券商中国· 2025-05-16 15:34
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].