Decision on Amending the Relevant Regulations on Material Assets Restructuring and Supporting Financing by Listed Companies
Decision on Amending the Relevant Regulations on Material Assets Restructuring and Supporting Financing by Listed Companies
Decision on Amending the Relevant Regulations on Material Assets Restructuring and Supporting Financing by Listed Companies
Order of the China Securities Regulatory Commission No. 73
August 1, 2011
The Decision on Amending the Relevant Regulations on Material Assets Restructuring and Supporting Financing by Listed Companies has been deliberated and adopted at the 294th president executive meeting of the China Securities Regulatory Commission on April 27, 2011, which is hereby promulgated and come into effect on September 1, 2011.
Chairman of the Securities Regulatory Commission: Shang Fulin
Decision on Amending the Relevant Regulations on Material Assets Restructuring and Supporting Financing by Listed Companies
With a view to thoroughly carry out the relevant provisions of the Opinions of the State Council on Promoting Enterprises' Merger and Restructuring (Guo Fa [2010] No.27), support enterprises to carry out merger and restructuring by taking advantage of capital market, promote the industrial integration and industry upgrade, further regulate and guide the back-door listed activities, improve the systems and regulations on listed companies' purchase of assets by means of issuance of shares, encourage listed companies to use equity, cash and other innovative financing methods to be the payment terms of merger and restructuring, expand the financing resources of merger and restructuring and enhance the merger and restructuring efficiency, the relevant matters are hereby decided as follows:
Article 1 One article shall be added immediately after Article 11 of the Measures for Administration on the Material Assets Restructuring by Listed Companies (hereinafter referred to as the "Measures") to be Article 12, stating that "where, as of the date of change of control, the total assets purchased from the acquirer by the listed company accounts a percentage of not less than 100% of the total assets at the end of the audited consolidated financial and accounting statements of the accounting year prior to the change of control of the listed company, then the ongoing operation time of the operating entity which the assets purchased by the listed company correspond to shall be no less than three (3) years, and the net profit of the latest two accounting years thereof shall be positive and accumulate to an amount of more than RMB20, 000, 000.
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