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| Order of the China Securities Regulatory Commission | | 中国证券监督管理委员会令 |
| (No. 159) | | （第159号） |
| The Decision to Amend the Measures for the Administration of the Material Asset Restructurings of Listed Companies, as deliberated and adopted at the 3rd chairman's executive meeting of the China Securities Regulatory Commission (“CSRC”) on October 11, 2019, is hereby issued, and shall come into force on the date of issuance. | | 《关于修改〈上市公司重大资产重组管理办法〉的决定》已经2019年10月11日中国证券监督管理委员会2019年第3次委务会议审议通过，现予公布，自公布之日起施行。 |
| Chairman of the China Securities Regulatory Commission: Yi Huiman | | 中国证券监督管理委员会主席：易会满 |
| October 18, 2019 | | 2019年10月18日 |
| Annex 1 | | 附件1 |
| Explanation on the Legislation of the Decision to Amend the Measures for the Administration of the Material Asset Restructurings of Listed Companies | | 《关于修改〈上市公司重大资产重组管理办法〉的决定》的立法说明 |
| In order to thoroughly implement the spirit of the instructions of General Secretary Xi Jinping that “a standard, transparent, open, dynamic and resilient capital market shall be built, the fundamental rules of the capital market shall be improved, market entry and market exit shall be managed properly, and full-process supervision on transactions shall be tightened,” support the construction of Shenzhen into a pioneering demonstration area for socialism with Chinese characteristics, continuously promote the market-oriented reform of mergers, acquisitions and restructurings, improve the quality of listed companies, serve the development of real economy, strengthen the regulation of mergers, acquisitions and restructurings, and protect the lawful rights and interests of minority investors, the CSRC has amended certain clauses of the Measures for the Administration of the Material Asset Restructurings of Listed Companies (hereinafter referred to as the “Restructuring Measures”). | | 为深入贯彻习近平总书记“要建设一个规范、透明、开放、有活力、有韧性的资本市场，完善资本市场基础性制度，把好市场入口和市场出口两道关，加强对交易的全程监管”指示精神，支持深圳建设中国特色社会主义先行示范区，持续推进并购重组市场化改革，提高上市公司质量，服务实体经济发展，加强并购重组监管，保护中小投资者合法权益，我会对《上市公司重大资产重组管理办法》（以下简称《重组办法》）部分条文进行了修改。 |
| I. Amendment Background and Legislation Consideration | | 一、修改背景与立法考虑 |
| Restructuring and listing is an important transaction type of mergers, acquisitions and restructurings of listed companies, which has a large market impact and attracts high attention of investors. In order to curb speculation in and hype of shell companies, and promote the restoration of the market valuation system, the CSRC amended the Restructuring Measures in 2016 to improve regulatory rules in such aspects as enriching the indicators for the determination of restructuring and listing, canceling supporting financing, and extending the lock-up period for the shares of relevant shareholders. On the whole, the hype and stockpiling of shell companies by way of restructuring and listing have been evidently restrained through strict supervision, the market and investors' understanding of high-risk and short-term interest arbitrage projects, such as high-premium acquisitions and blind crossover restructurings, has been increasingly rational. | | 重组上市是上市公司并购重组的重要交易类型，市场影响大，投资者关注度高。为遏制投机“炒壳”，促进市场估值体系修复，2016年我会修改《重组办法》，从丰富重组上市认定指标、取消配套融资、延长相关股东股份锁定期等方面完善监管规则。总体来看，通过严格监管，借重组上市“炒壳”、“囤壳”之风已得到明显抑制，市场和投资者对高溢价收购、盲目跨界重组等高风险、短期套利项目的认识也日趋理性。 |
| Along with the development and changes of the economic situation, the listed companies' demands for realizing the positive change of major shareholders, breaking through the bottleneck of main business and improving the quality of companies by way of restructuring and listing are becoming increasingly prominent. However, according to the existing Restructuring Measures, the operation is highly complicated and some transactions can hardly be conducted. In this regard, all market participants have reached a consensus, and suggest that the CSRC should appropriately adjust the regulatory rules for restructuring and listing and bring into play the functions of mergers, acquisitions, restructurings and direct financing. In view of this, the CSRC makes further amendments to the Restructuring Measures upon sufficient deliberation and assessment. | | 随着经济形势发展变化，上市公司借助重组上市实现大股东“新陈代谢”、突破主业瓶颈、提升公司质量的需求日 益凸显。但按现行《重组办法》，操作复杂度较高，有些交易难以实施。对此，市场各方主体意见较为一致，建议我会适度调整重组上市监管规则，发挥并购重组和直接融资功能。鉴此，我会经充分研究、评估，对《重组办法》作了进一步修改。 |
| II. Major Amendments | | 二、主要修改内容 |
| First, the indicator of “net profits” in the standards for the determination of restructuring and listing is canceled. In view of the irregularities of saving and fostering shell companies by listed companies with losses or meager profits, when the Restructuring Measures were revised in 2016, the CSRC set out several indicators including total assets, net assets, operating income, and net profits in the standards for the determination of restructuring and listing. During the implementation of the Rules, based on the opinions from multiple parties, if measurement is made on the basis of the indicator of net profits, on the one hand, the injection of any earning asset by a company suffering from losses may constitute restructuring and listing, which is not conducive to promoting the market-oriented “rescue” of the company and safeguarding the rights and interests of investors. On the other hand, the injection of assets with relatively small scale and strong profitability into a company with meager profits will easily trigger the indicator of net profits, which is not conducive to the company's improvement of quality. Under the current economic situation, some companies have difficulties in business operation and their performance declines, and they need to conduct reform and innovation and improve quality through mergers, acquisitions and restructurings. | | 一是取消重组上市认定标准中的“净利润”指标。针对亏损、微利上市公司“保壳”、“养壳”乱象，2016年修订《重组办法》时，我会在重组上市认定标准中设定了总资产、净资产、营业收入、净利润等多项指标。规则执行中，多方意见反映，以净利润指标衡量，一方面，亏损公司注入任何盈利资产均可能构成重组上市，不利于推动以市场化方式“挽救”公司、维护投资者权益。另一方面，微利公司注入规模相对不大、盈利能力较强的资产，也极易触及净利润指标，不利于公司提高质量。在当前经济形势下，一些公司经营困难、业绩下滑，更需要通过并购重组吐故纳新、提升质量。 |
| Therefore, for the purposes of making regulatory laws and regulations more adaptable and bringing into play the functions of mergers, acquisitions and restructurings, in this amendment, the indicator of net profits is deleted, and the resource integration and industrial upgrading of listed companies are supported, so as to speed up the improvement of quality. | | 鉴此，为强化监管法规“适应性”，发挥并购重组功能，本次修改删除了净利润指标，支持上市公司资源整合和产业升级，加快质量提升速度。 |
| Second, the period of calculation under the principle of “first attainment on an accumulative basis” is further shortened. When the CSRC amends the Restructuring Measures in 2016, the period during which whether restructuring and listing is constituted that is calculated under the principle of “first attainment on an accumulative basis” is reduced from “indefinite period” to “60-month.” In consideration of the fact that an excessively long cumulative period is not conducive to directing the acquirer and the affiliates thereof to accelerate the injection of quality assets after controlling the company, the market demand and the consistent requirements of the CSRC for curbing the hype of shell companies and curbing regulatory arbitrage are taken into overall consideration in this amendment, and the cumulative period is shortened to 36 months. | | 二是进一步缩短“累计首次原则”计算期间。2016年我会修改《重组办法》时，将按“累计首次原则”计算是否构成重组上市的期间从“无限期”缩减至60个月。考虑到累计期过长不利于引导收购人及其关联人控制公司后加快注入优质资产，本次修改统筹市场需求与我会抑制“炒壳”、遏制监管套利的一贯要求，将累计期限减至36个月。 |
Third, the reform of restructuring and listing on ChiNext is promoted. Considering the market positioning of ChiNext, prevention of speculation on the secondary market and other factors, in January 2013, the CSRC issued the Notice of Strictly Implementing the Standards for the Initial Public Offering and Listing of Stocks in the Examination of Backdoor Listing, which prohibits the restructuring and listing of companies on ChiNext. The aforesaid requirements are included in the Restructuring Measures and are applied until nowadays. Over many years of development, the circumstances of companies listed on ChiNext have been differentiated and all market participants have been putting forward opinions and suggestions on permitting the restructuring and listing of companies listed on ChiNext. Upon deliberation, for the purposes of supporting the construction of Shenzhen into a pioneering demonstration zone for socialism with Chinese characteristics and serving the development of scientific and technological innovation enterprises, the restructuring and listing of assets related to high-tech industries and strategic emerging industries in line with national strategies on ChiNext is permitted in this amendment, while the restructuring and listing of other assets on ChiNext is not allowed. The relevant assets shall meet the general conditions for restructuring and listing prescribed in the Restructuring Measures and the offering conditions prescribed in the Measures for the Administration of the Initial Public Offerings and Listing of Stocks on ChiNext.
．．．．．． | | 三是推进创业板重组上市改革。考虑创业板市场定位和防范二级市场炒作等因素，2013年1月，我会发布《关于在借壳上市审核中严格执行首次公开发行股票上市标准的通知》，禁止创业板公司实施重组上市。前述要求后被《重组办法》吸收并沿用至今。经过多年发展，创业板公司情况发生了分化，市场各方不断提出允许创业板公司重组上市的意见建议。经研究，为支持深圳建设中国特色社会主义先行示范区，服务科技创新企业发展，本次修改允许符合国家战略的高新技术产业和战略性新兴产业相关资产在创业板重组上市，其他资产不得在创业板重组上市。相关资产应符合《重组办法》规定的重组上市一般条件以及《首次公开发行股票并在创业板上市管理办法》规定的发行条件。
．．．．．． |
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