2020-09-25 17:25:59
Merger&Aquisition Newsletter
Guidelines for the Application of Regulatory Rules — Listing No.1
2020-09-25 17:25:59

In order to fully implement the upper-level legislations including the new Securities Law, further deepen the reform of "streamlining administration, delegating power, strengthening regulation and improving services", improve regulatory transparency, clarify the expectations of market players, and release the market vitality of mergers, acquisitions and reorganizations, the CSRC has sorted out and integrated the regulatory questions and answers relating to the routine regulation of listed companies as well as the examination and approval of mergers, acquisitions and reorganizations on July 31, 2020, and has re-promulgated the Guidelines for the Application of Regulatory Rules — Listing No.1 for implementation as of the date of promulgation, when the original regulatory questions and answers shall be repealed simultaneously. The applicable scope includes 16 items, such as raising supporting funds, performance compensation and incentives, determination of the net amount of minority equities and assets acquired, offering targets, whether enterprises participating in IPO should participate in the restructuring, recognition of the profits and losses during the transitional period and the relevant time points, private equity investment funds and asset management plans, disclosure of the refinancing and investment projects constituting major asset restructuring, information disclosure of the VIE structure, requirements for verification of insider trading in mergers and acquisitions, requirements for verification of abnormal performance or proposed assets to be acquired before the restructuring of listed companies, classified review arrangements, the relevant requirements of intermediaries, the relevant procedures after the rejection of restructuring, matters relating to the acquisition of listed companies, and the relevant information disclosure of equity changes under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect.