Measures for the Administration of Major Asset Restructuring of Listed Companies

Measures for the Administration of Major Asset Restructuring of Listed CompaniesIt is to regulate the major asset reorganization of listed companies and protect the legitimate rights and interests of listed companies and investors. The Management Measures for Major Asset Reorganization of Listed Companies is formulated to promote the continuous improvement of the quality of listed companies. The free version of the Management Measures for Major Asset Reorganization of Listed Companies is provided by Huajun Software Park for free download. The source file is in docx format, which is convenient for users to edit by themselves.

Contents of the Measures for the Administration of Major Asset Restructuring of Listed Companies

When a listed company implements a major asset reorganization, it shall fully explain that the transaction meets the following requirements and disclose it:

(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management, antitrust, etc.

(2) It will not cause the listed company to fail to meet the conditions for stock listing

(3) The assets involved in the major asset reorganization are priced fairly and there is no harm to the legitimate rights and interests of the listed company and shareholders.

(4) The ownership of the assets involved in the major asset reorganization is clear, there are no legal obstacles to the transfer or transfer of assets, and the relevant claims and debts are handled legally

(5) It is conducive to the listed company to enhance its ability to continue operating, and there are no circumstances that may cause the listed company's main assets to be cash or no specific operating business after the restructuring

(6) It is conducive to the listed company to maintain independence from the actual controller and its related parties in terms of business, assets, finance, personnel, institutions, etc., and complies with the relevant regulations of the China Securities Regulatory Commission on the independence of listed companies.

(7) Conducive to the formation or maintenance of a sound and effective corporate governance structure of listed companies

Matters needing attention in the Administrative Measures for Major Asset Restructuring of Listed Companies

The operational level is refined and improved, and the core content is retained. The official draft has been refined and improved on the solicitation draft, especially at the implementation level, but the core key contents remain basically the same, even if the response to the solicitation of opinions is concentrated The "net profit" indicator and the bottom-line terms are still preserved and improved in the official draft. We believe that the China Securities Regulatory Commission’s choice of various types of solicitation of opinions has always focused on one of the important goals of this revision of the measures - to curb shell speculation, while also avoiding reducing the deterrence and guidance effect of the delisting system. The regulatory authorities' insistence on and improvement of the core provisions of containment backdoor transactions further convey to the market their determination to standardize the M&A and reorganization market, promote the repair of the valuation system, and guide funds to get rid of empty funds and make real use of funds.

The "cooling period" of active termination has been shortened slightly more than expected, and attention is paid to proactively terminating projects with strong M&A expectations. Slightly exceeding market expectations, the "cooling period" for voluntary termination was shortened from 3 months to 1 month. Months, this is undoubtedly good for listed companies that are about to take the initiative to call a halt but still have a strong willingness to reorganize. However, the shortening of the "cooling period" is limited to the initiative to stop projects.

The identification of changes in control is more rigorous, and two types of situations are excluded in principle for the first time in 60 months. The cumulative first principle targets the previously common practice of step-by-step acquisitions to avoid backdoor transactions, and 60 The 60-month limit can be seen as a gap left for backdoor restructuring in the context of comprehensive tightening, but it is not applicable to 60-month restrictions. The clarification of the scope of application of the monthly first accumulation principle shows that backdoor transactions on GEM and backdoor transactions whose underlying assets belong to specific industries such as finance and venture capital are still fully and strictly supervised.

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