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on september 24, in order to further stimulate the vitality of the m&a and restructuring market, the china securities regulatory commission, based on extensive research, studied and formulated the "opinions on deepening the reform of the m&a and restructuring market of listed companies" (hereinafter referred to as the "m&a reform opinions"), adhering to the market-oriented direction and better playing the role of the capital market as the main channel in corporate m&a and restructuring.

in order to implement the "opinions on merger and acquisition reform", further optimize the restructuring review procedures, improve the efficiency of restructuring review, and activate the merger and acquisition restructuring market, the shanghai and shenzhen stock exchanges issued an announcement on the evening of the 24th, proposing to amend the "restructuring review rules" for listed companies.

establishment of simplified review procedures for restructuring

the opinions on merger and acquisition reform proposed: "establish a simplified review procedure for restructuring, streamline the review process and shorten the review and registration time for absorption mergers between listed companies, and issuance of shares to purchase assets (not constituting major asset restructuring) by high-quality companies with standardized operations, a market value of more than 10 billion yuan, and an information disclosure quality evaluation of a for two consecutive years." to implement the above requirements, the shanghai and shenzhen stock exchanges plan to make corresponding adjustments to the relevant provisions of the restructuring review rules.

the restructuring review rules have added a special section to make special provisions for simplified review procedures, and have also made adaptive adjustments to other individual clauses. the specific contents are as follows:

1. clarify the applicable circumstances of simplified review procedures. the applicable scope includes two types of transactions: one is the merger by share exchange between listed companies, and the other is the issuance of shares by high-quality listed companies to purchase assets that does not constitute a major asset reorganization. high-quality listed companies refer to those with a total market value of more than 10 billion yuan and whose information disclosure quality has been rated a by the shanghai stock exchange in the past two years.

2. set up a negative list for simplified review procedures. first, the listed company or its controlling shareholder, actual controller, intermediary institution or its related personnel has been subject to administrative penalties by the csrc or disciplinary sanctions by the trading venue within a certain period of time, or has other major dishonest behaviors; second, the transaction plan has major unprecedented, major public opinion and other major complex circumstances.

3. regulations on the relevant mechanisms of simplified review procedures. for restructuring transactions that meet the conditions of simplified review procedures, the exchange will accept the case within 2 working days based on the verification opinions of the intermediary institutions, and issue a review opinion within 5 working days after acceptance. the restructuring review agency of the exchange will not conduct review inquiries, and there is no need to submit this transaction to the merger and acquisition restructuring committee for review.

4. strengthen the responsibilities of all parties in the simplified review procedure. listed companies and their related parties shall make a commitment that this transaction complies with the requirements of the simplified review procedure. the intermediary institutions shall be strictly responsible for verification and control, and independent financial advisors shall issue a clear and affirmative review opinion on whether this transaction complies with the requirements of the simplified review procedure. at the same time, in order to avoid the abuse of the simplified review procedure, the exchange shall strengthen post-event supervision of relevant restructuring transactions, and if any violation of the relevant provisions of the simplified review procedure is found, it shall be dealt with more severely in accordance with the relevant provisions.

merger and acquisition restructuring review continues to accelerate

in fact, judging from specific cases, the review and approval of mergers and acquisitions and restructuring of listed companies has been accelerated this year.

on may 14, puyuan jingdian's application for issuing shares to purchase 67.74% of the equity of naisu electronics was accepted, and on july 16, it was approved by the china securities regulatory commission for registration, which took only two months. this transaction is not only the first m&a and reorganization registration of listed companies after the release of the "eight measures for science and technology", but also the first m&a and reorganization project registered on the science and technology innovation board this year.

on september 2, the chinese media m&a and reorganization project received registration approval. in terms of the review speed, the chinese media m&a project was accepted by the shanghai stock exchange on june 7 this year, went through a round of inquiries, and was approved on august 9, which means that it took 63 days from acceptance to the meeting. the project entered the registration process on august 20 and received approval on september 2.

on september 13, siruipu's restructuring application for issuing directional convertible bonds and acquiring chuangxinwei in cash was approved by the china securities regulatory commission. the innovation of the scheme in this case has attracted market attention. for example, the transaction target chuangxinwei is an unprofitable ipo-prepared company, the differentiated pricing takes into account the demands of all parties, and the evaluation method and valuation fully respect the market choice. the successful implementation of this case provides a useful reference for many companies planning to go public, including ipo-rejected companies with no major defects in compliance, to reasonably choose securitization methods, and for venture capital institutions to reasonably choose exit channels.

on august 2, the shenzhen stock exchange's reorganization committee reviewed and approved the restructuring project of huaya intelligent's issuance of shares to purchase 51% of the equity of suzhou guanhong intelligent equipment co., ltd., with a transaction amount of 406 million yuan. this transaction is another typical case of the capital market playing the role of mergers and acquisitions, providing precise services for high-level scientific and technological self-reliance, and promoting the cultivation and expansion of new quality productivity.

from june 2024 to date, the restructuring projects of junxin co., ltd. and avic electro-mechanical test co., ltd. have been approved one after another. the restructuring project of huaya intelligent is the third restructuring project approved by the shenzhen stock exchange in the past two months.

it is understood that the shenzhen stock exchange is deeply studying and implementing the spirit of the third plenary session of the 20th cpc central committee, the new "nine national policies" and the relevant requirements of the "16 articles for science and technology enterprises", focusing on serving the development of new-quality productive forces characterized by "three new and three highs", optimizing the restructuring review mechanism, improving the quality and efficiency of restructuring review, guiding more resources and factors to gather towards new-quality productive forces, supporting high-level scientific and technological self-reliance, and helping to create new momentum and new advantages for high-quality development.

the market expects new changes in mergers and acquisitions and restructuring

securities times and china securities journal reporters learned from previous interviews that "speeding up the review of mergers and acquisitions and restructuring" is the call within the investment banking circle.

an investment banker from a small and medium-sized securities firm in north china once said that they hope to simplify the approval process for mergers and acquisitions, improve approval efficiency, and reduce the time cost and uncertainty of enterprises. an investment banker from a small and medium-sized securities firm in the inland area also mentioned that the review cycle for administrative licensing mergers and acquisitions in the past was generally longer than the market expected, and hoped that the review efficiency could be further improved.

securities times and china securities journalists found that the review speed of new m&a and restructuring projects accepted by the exchange this year has indeed accelerated compared with previous years. taking the shanghai stock exchange as an example, among the newly accepted m&a projects this year, three projects took an average of 64.3 days from acceptance to meeting. in comparison, the average time from acceptance to meeting for the nine new projects accepted by the shanghai stock exchange last year was 123 days.

"mergers and acquisitions are important ways for companies to integrate resources, expand in scale or upgrade their industries. measures to promote mergers and acquisitions actively encourage traditional industries to reasonably increase their industrial concentration through restructuring, and strongly support and guide more resource factors to gather in the direction of new quality productivity. this will further promote the capital market to better play its important role in serving the real economy and developing new quality productivity." yan xiang, chief economist of huafu securities, told securities times and china securities journal reporters.