The China Securities Regulatory Commission issued the newly revised Administration Measures for Significant Asset Restructuring of Listed Companies on Friday to provide stronger support for mergers and acquisitions involving listed firms.
Originally adopted on March 24, 2008, the measures officially came into effect on May 18 of the same year.
The newly revised measures establish, for the first time, a simplified review procedure. It clarifies that mergers between listed companies, as well as share issuances to purchase assets by high-quality companies (under the condition that the transaction does not constitute a major asset restructuring) --with standardized operations, a market value exceeding 10 billion yuan (about 1.4 billion U.S. dollars), and an A rating for information disclosure quality for two consecutive years -- will be subject to the "2 plus 5 plus 5" review mechanism. This entails acceptance within two working days, completion of the review within five working days, and registration within another five working days.
The measures, for the first time, establish an installment payment mechanism for the consideration of restructured shares. They extend the validity period of registration decisions for transactions involving a one-time registration and phased issuance of shares to purchase assets to 48 months. This innovative installment payment mechanism fully accommodates listed companies' need for flexible transaction arrangements, and is particularly effective in protecting their interests in cases where the valuation of sci-tech enterprises fluctuates significantly.
They also, for the first time, enhance flexibility regarding changes in the financial status of listed companies, horizontal competition, and the regulation of related-party transactions. By aligning with market principles and the needs of industrial development, the reforms effectively lower the institutional costs associated with mergers and acquisitions of listed companies.
"The newly revised regulations significantly streamline the procedures and improve the efficiency of acquisitions, which is conducive to promoting high-quality listed companies in achieving upstream and downstream integration within the same industry as well as cross-industry mergers and acquisitions. This supports their epitaxial growth, enhances the overall quality of listed companies, and boosts long-term stock performance. That means more investment opportunities for the capital market, and a greater sense of gain for investors, which will promote the long-term healthy development of China's capital market," said Dong Ximiao, chief researcher of Merchants Union Consumer Finance Co., Ltd.
China issues revised rules to boost mergers, acquisitions
