Legislation roundup: Backdoor listings and public funds of funds
June 23, 2016 | BY
Katherine Jo &clp articles &The CSRC has released its strictest rules for backdoor listings yet and set investment composition limits for FOFs
Capital Markets
China Securities Regulatory Commission, Decision on the Amendment of the <Measures for the Administration of Material Asset Restructurings by Listed Companies> (Draft for Comments)
The amended measures set forth stricter regulatory requirements in respect of restructuring and listings (i.e. “back-door listings”) in terms of aspects such as the determination of de facto controllers, transaction asset criteria, share lockup period, and rights and liabilities retracing mechanism.
See the digest for more details.
China Securities Regulatory Commission, Answers to Questions Relating to the Simultaneous Offering of Shares to Purchase Assets and Raise Ancillary Funds by Listed Companies
When determining whether the transaction circumstances set forth in Article 13 of the Measures for the Administration of the Material Asset Restructurings of Listed Companies are constituted, if the listed company's controlling shareholder, de facto controller and the persons acting in concert therewith propose to subscribe for the raising of ancillary funds, the corresponding shares are to be removed from the calculation when determining whether there is a change in control.
See the digest for more details.
Further reading
China Securities Regulatory Commission, Guidelines for the Operation of Publicly Offered Securities Investment Funds No.2: Guidelines on Funds of Funds (Draft for Comments)
The market value of any one fund held by a fund of funds may not exceed 20% of the net asset value of the fund of funds, and such a fund may not hold other funds of funds. A fund of funds may not hold complex fund units that have the nature of a derivative.
Further reading
Capital Markets
China Securities Regulatory Commission, Decision on the Amendment of the <Measures for the Administration of Material Asset Restructurings by Listed Companies> (Draft for Comments)
The amended measures set forth stricter regulatory requirements in respect of restructuring and listings (i.e. “back-door listings”) in terms of aspects such as the determination of de facto controllers, transaction asset criteria, share lockup period, and rights and liabilities retracing mechanism.
See the digest for more details.
China Securities Regulatory Commission, Answers to Questions Relating to the Simultaneous Offering of Shares to Purchase Assets and Raise Ancillary Funds by Listed Companies
When determining whether the transaction circumstances set forth in Article 13 of the Measures for the Administration of the Material Asset Restructurings of Listed Companies are constituted, if the listed company's controlling shareholder, de facto controller and the persons acting in concert therewith propose to subscribe for the raising of ancillary funds, the corresponding shares are to be removed from the calculation when determining whether there is a change in control.
See the digest for more details.
Further reading
China Securities Regulatory Commission, Guidelines for the Operation of Publicly Offered Securities Investment Funds No.2: Guidelines on Funds of Funds (Draft for Comments)
The market value of any one fund held by a fund of funds may not exceed 20% of the net asset value of the fund of funds, and such a fund may not hold other funds of funds. A fund of funds may not hold complex fund units that have the nature of a derivative.
Further reading
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