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the china securities regulatory commission issued a notice to deepen the market reform of mergers and acquisitions of listed companies and encourage listed companies to strengthen industrial integration

2024-09-24

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on september 24, the china securities regulatory commission issued the "opinions on deepening the reform of the listed company merger and acquisition market", the main contents of which are as follows: first, support listed companies to transform and upgrade towards new quality productivity. the china securities regulatory commission will actively support listed companies in mergers and acquisitions around strategic emerging industries and future industries, including cross-industry mergers and acquisitions based on transformation and upgrading, acquisitions of unprofitable assets that help to strengthen the supply chain and improve key technology levels, and support "two innovation" sector companies to acquire upstream and downstream assets in the industrial chain, etc., to guide more resource elements to gather towards new quality productivity.

second, listed companies are encouraged to strengthen industrial integration. while supporting the development of emerging industries, the capital market will continue to help traditional industries reasonably improve industrial concentration and resource allocation efficiency through restructuring. the integration needs of listed companies will be supported by improving the lock-up period regulations and greatly simplifying the review procedures. at the same time, through arrangements such as "reverse linkage" during the lock-up period, private equity investment funds are encouraged to actively participate in mergers and acquisitions.

third, further enhance regulatory tolerance. the csrc will respect market rules, economic rules, and innovation rules while respecting rules, and further enhance tolerance for matters such as restructuring valuation, performance commitments, peer competition, and related transactions, so as to better play the role of the market in optimizing resource allocation.

fourth, improve the transaction efficiency of the restructuring market. the csrc will support listed companies to issue shares and convertible bonds and other payment tools in installments, pay the transaction price in installments, and provide supporting financing in installments according to the transaction arrangements, so as to improve transaction flexibility and capital utilization efficiency. at the same time, a simplified restructuring review procedure will be established to greatly simplify the review process, shorten the review time limit, and improve restructuring efficiency for listed companies that meet the conditions.

fifth, improve the service level of intermediary institutions. an active m&a and restructuring market is inseparable from the functions of intermediary institutions. the csrc will guide securities companies and other institutions to improve their service capabilities, give full play to the role of transaction matching and professional services, and help listed companies implement high-quality m&a and restructuring.

sixth, strengthen supervision in accordance with the law. the csrc will guide all parties involved in transactions to conduct m&a and restructuring activities in a standardized manner, strictly fulfill various legal obligations such as information disclosure, crack down on all kinds of illegal and irregular behaviors, effectively maintain the order of the restructuring market, and effectively protect the legitimate rights and interests of small and medium-sized investors.