China Securities Regulatory Commission, Opinion on the Application of Securities and Futures Laws No.3: Opinion on the Application of the Provision “No Major Change Shall Have Occurred in the Issuer's Core Business During the Most Recent Three Years” of Article 12 of the «Measures for the Administration of Initial Public Offerings of Shares and the Listing Thereof»

中国证券监督管理委员会《首次公开发行股票并上市管理办法》第十二条发行人最近3年内主营业务没有发生重大变化的适用意见 - 证券期货法律适用意见第3号

July 09, 2008 | BY

clpstaff &clp articles &

IPOs not allowed within a year of thorough reorganization.

Clp Reference: 3710/08.05.19 Promulgated: 2008-05-19

Issued: May 19 2008

Main Contents: If an IPO issuer (Issuer) has reorganized identical, similar or related businesses under the same corporate controller during the reporting period and it additionally satisfies the following conditions, its core business shall be deemed not to have undergone a major change:

(1) the reorganized party shall have been under the control of the same corporate controller as the Issuer from the beginning of the reporting period or, if the reorganized party was newly established during the reporting period, it shall have been under the control of the same corporate controller as the Issuer from the date of its establishment; and

(2) the business of the reorganized party injected into the Issuer shall be related (identical or similar industry or the upstream or downstream segment of the same production chain) to the business of the Issuer prior to the reorganization.

Related Legislation: Measures for the Administration of Initial Public Offerings of Shares and the Listing Thereof, May 17 2006, CLP 2006 No.6 p.65; Guidelines for the Contents and Formats for Information Disclosures by Companies that Offer Securities to the Public (No.9): Application Documents for Initial Public Offerings of Shares and the Listing Thereof, 2006; and Enterprise Accounting Guidelines No.20 - Business Combinations

clp reference:3710/08.05.19prc reference:证监会公告 [2008] 22号promulgated:2008-05-19

This premium content is reserved for
China Law & Practice Subscribers.

  • A database of over 3,000 essential documents including key PRC legislation translated into English
  • A choice of newsletters to alert you to changes affecting your business including sector specific updates
  • Premium access to the mobile optimized site for timely analysis that guides you through China's ever-changing business environment
For enterprise-wide or corporate enquiries, please contact our experienced Sales Professionals at +44 (0)203 868 7546 or [email protected]