China Securities Regulatory Commission, Measures for the Administration of Material Asset Restructurings of Unlisted Public Companies

Issued: June 23 2014
Effective: July 23 2014

Main contents: For the purpose of promoting the development of the acquisition and restructuring market, these Measures and the Measures for the Administration of the Acquisition of Unlisted Public Companies 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.

Related legislation: Measures for the Regulation of Unlisted Public Companies (Revised), Dec 26 2013, CLP 2014 No.1 p.61; Measures for the Administration of the Takeover of Listed Companies (Revised in 2014) ; and Measures for the Administration of the Acquisition of Unlisted Public Companies, Jun 23 2014

Issued: June 23 2014
Effective: July 23 2014