Legislation roundup: Unlisted public companies and FX handling

M&A

China Securities Regulatory Commission, Measures for the Administration of the Acquisition of Unlisted Public Companies
中国证券监督管理委员会非上市公众公司收购管理办法

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China Securities Regulatory Commission, Measures for the Administration of Material Asset Restructurings of Unlisted Public Companies
中国证券监督管理委员会非上市公众公司重大资产重组管理办法

For the purpose of promoting the development of the acquisition and restructuring market, the two sets of measures explore and innovate around simplicity, convenience, transparency, efficiency and lowering of costs, for example unlisted public companies are not made subject to the mandatory full takeover offer system; a suitable degree of relaxation is made in respect of pricing in the case of voluntary offers, method of payment and capacity to ensure performance. An increased number of payment methods are offered in connection with material asset restructurings, including, in addition to the offering of shares, use of payment methods such as preference shares and convertible bonds. The parties to a transaction are permitted to autonomously determine pricing through negotiations. The types of report for changes in equity are greatly simplified, where, except in the case of a change in control where disclosure of an acquisition report is required, only a report on the change in equity need be disclosed for other changes in equity. The documents to be submitted are simplified, no longer mandatorily requiring the provision of an appraisal report or profit forecast, or the preparation of a pro-forma report. The number of documents to be submitted is reduced, with the information to be disclosed refined. The procedure to offer shares to purchase assets in a material asset restructuring is simplified, with no requirement for a restructuring committee. The review period is also shortened.

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Further reading
Measures for the Regulation of Unlisted Public Companies (Revised)
Measures for the Administration of the Takeover of Listed Companies (Revised in 2014)


Foreign exchange

People's Bank of China, Measures for the Administration of the Handling of the Settlement and Sale of Foreign Exchange by Banks
中国人民银行银行办理结售汇业务管理办法

Originally, the People's Bank of China had set eight conditions for a financial institution wishing to apply to engage in the business of settling and selling foreign exchange, now reduced to four in the new Measures. The four conditions set forth in the new Measures are as follows: having financial business qualifications; having sound business management systems; having the software and hardware equipment necessary to handle business; and having the senior management personnel and business personnel with relevant work experience.

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Further reading
PRC Regulations for the Control of Foreign Exchange (2nd Revision)