On July 31, 2020, the CSRC promulgated the Opinions on the Application of Articles 28 and 45 of the Administrative Measures for the Material Assets Reorganization of Listed Companies – No.15 Opinions on the Application of Securities and Futures Laws (the "No.15 Opinions"). The main contents of the No. 15 Opinions include:

(1)    Specify the standards that constitute material adjustments to the restructuring plan. According to Article 28 of the Administrative Measures for Material Assets Reorganization of Listed Companies ("Reorganization Measures"), where a reorganization scheme is adjusted materially after being deliberated at the general meeting of shareholders of the listed company, the procedures for voting by the board of directors or the general meeting of shareholders shall be performed again and a timely announcement shall be made. No. 15 Opinions specify how to make adjustments that meet the above-said criterion of "significant adjustments" in respect of the counterparty, targets of the transaction, raising of supporting funds, etc.

(2)    Clarify the relevant requirements for adjustment to the issuance price. According to Paragraph 4 of Article 45 of Reorganization Measures, the issuance price adjustment plan shall be clear, specific and operational, specifying whether the pricing and quantity of the assets to be purchased are subject to adjustment and the reasons therefor. Such plan shall be fully disclosed at the time of the first announcement of the board resolutions, and submitted to the general meeting of shareholders for deliberation according to the relevant provisions, No.15 Opinions specify requirements in respect of specific indicators and procedures, such as the change in indices, unilateral and bilateral adjustments, benchmark date, issuance price adjustment mechanism, resolution of the board of directors, and verification by intermediaries.