Operating Procedures of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission (Revised in 2018)
Operating Procedures of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission (Revised in 2018)
Operating Procedures of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission (Revised in 2018)
Announcement of the China Securities Regulatory Commission [2018] No.24
July 3, 2018
(Promulgated on July 17, 2007; revised on December 28, 2011 and April 20, 2014 respectively under the announcements of the China Securities Regulatory Commission; and revised recently according to the Decision of the China Securities Regulatory Commission on Revising the Working Rules of the Listed Company Merger and Reorganization Examination Committee of the China Securities Regulatory Commission on July 3, 2018)
Chapter I General Provisions
Article 1 For the purposes of ensuring the openness, fairness and impartiality of the examination of the merger and reorganization of listed companies, enhancing the quality, efficiency and transparency of the examination of the merger and reorganization and better safeguarding the lawful rights and interests of investors, the Working Rules of the Listed Company Merger and Reorganization Examination Committee of the China Securities Regulatory Commission are formulated, in accordance with the Measures of the Public Offering Review Committee of the China Securities Regulatory Commission and other provisions relating to the merger and reorganization of listed companies.
Article 2 The Operating Procedures shall apply when the Listed Company Merger and Reorganization Examination Committee (hereinafter referred to as the Merger and Reorganization Committee) of China Securities Regulatory Commission (hereinafter referred to as the CSRC) reviews the following merger and reorganization matters:
1. which constitute the listing after restructuring in accordance with related provisions of the CSRC;
2. where a listed company acquires assets from special subjects by newly added shares;
3. where a listed company conducts merger or division procedures; and
4. other matters stipulated by the CSRC.
Article 3 The Merger and Reorganization Committee shall, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other laws, administrative regulations and the provisions of the CSRC, review the application documents submitted by applicants for the merger and reorganization and the preliminary review report issued by the CSRC.
The Merger and Reorganization Committee shall implement duties and responsibilities in accordance with the procedures as set forth in the Operating Procedures.
Article 4 The CSRC may approve or disapprove the application for the merger and reorganization pursuant to the opinions of the Merger and Reorganization Committee and in accordance with statutory conditions and procedures.
Chapter II Composition of the Merger and Reorganization Committee
Article 5 The Merger and Reorganization Committee shall be composed of professionals numbering not more than 40 persons, of which members from the CSRC shall not exceed 11 persons. Certain full-time members shall be appointed by the Merger and Reorganization Committee proportionally as necessary.
Article 6 The CSRC shall set up the selection board for the Merger and Reorganization Committee and select and appoint members of the Merger and Reorganization Committee under the principles of transparency, fairness and justice; candidate members of the Merger and Reorganization Committee shall be made public in the market and receive public oversight.
Article 7 Members of the Merger and Reorganization Committee shall hold their office for a term of one year and may be appointed for a successive two terms at most.
Article 8 Members of the Merger and Reorganization Committee shall:
1. possess relatively high political thinking and quality, theoretical level and moral integrity;
2. observe the principles, be impartial and honest, be faithful to duties, and observe the laws, administrative regulations and rules;
3. be familiar with the merger and reorganization business of listed companies and the relevant laws, administrative regulations and rules;
4. be accomplished in their respective professional fields, and have rich practice experience in the industry;
5. have no record of violation of laws or regulations; and
6. satisfy other conditions specified by the CSRC.
Article 9 The CSRC shall dismiss any member of the Merger and Reorganization Committee who is under any one of the following circumstances:
1. he or she is in violation of any law, administrative regulation or the relevant provisions of the CSRC;
2. he or she fails to perform his or her duties under the provisions of the CSRC in a diligent manner;
3. he or she fails to attend meetings of the Merger and Reorganization Committee twice or above without due reasons;
4. he or she files an application in written form for resignation, which is approved by the CSRC; or
5. other circumstances under which he or she is verified by the CSRC after examination as disqualified to act as a member of the Merger and Reorganization Committee.
The dismissal of a member of the Merger and Reorganization Committee may not be affected by whether his or her term of office expires. The CSRC shall appoint a substitute member in a timely manner after the dismissal of a member of the Merger and Reorganization Committee.
Where a member of the Merger and Reorganization Committee is dismissed as a result of his or her violations, the entity where such member works will be disqualified for recommending candidates as members of the Merger and Reorganization Committee again in the forthcoming five years; where such member of the Merger and Reorganization Committee is a functionary in a State organ or a public institution, the unit where the member works shall be notified of his or her violations and impose the corresponding punishment.
Article 10 The CSRC shall establish a Merger and Reorganization Expert Consultation Committee (hereinafter referred to as the "Expert Consultation Committee").
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Announcement of the China Securities Regulatory Commission [2018] No.24
July 3, 2018
(Promulgated on July 17, 2007; revised on December 28, 2011 and April 20, 2014 respectively under the announcements of the China Securities Regulatory Commission; and revised recently according to the Decision of the China Securities Regulatory Commission on Revising the Working Rules of the Listed Company Merger and Reorganization Examination Committee of the China Securities Regulatory Commission on July 3, 2018)
Chapter I General Provisions
Article 1 For the purposes of ensuring the openness, fairness and impartiality of the examination of the merger and reorganization of listed companies, enhancing the quality, efficiency and transparency of the examination of the merger and reorganization and better safeguarding the lawful rights and interests of investors, the Working Rules of the Listed Company Merger and Reorganization Examination Committee of the China Securities Regulatory Commission are formulated, in accordance with the Measures of the Public Offering Review Committee of the China Securities Regulatory Commission and other provisions relating to the merger and reorganization of listed companies.
Article 2 The Operating Procedures shall apply when the Listed Company Merger and Reorganization Examination Committee (hereinafter referred to as the Merger and Reorganization Committee) of China Securities Regulatory Commission (hereinafter referred to as the CSRC) reviews the following merger and reorganization matters:
1. which constitute the listing after restructuring in accordance with related provisions of the CSRC;
2. where a listed company acquires assets from special subjects by newly added shares;
3. where a listed company conducts merger or division procedures; and
4. other matters stipulated by the CSRC.
Article 3 The Merger and Reorganization Committee shall, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other laws, administrative regulations and the provisions of the CSRC, review the application documents submitted by applicants for the merger and reorganization and the preliminary review report issued by the CSRC.
The Merger and Reorganization Committee shall implement duties and responsibilities in accordance with the procedures as set forth in the Operating Procedures.
Article 4 The CSRC may approve or disapprove the application for the merger and reorganization pursuant to the opinions of the Merger and Reorganization Committee and in accordance with statutory conditions and procedures.
Chapter II Composition of the Merger and Reorganization Committee
Article 5 The Merger and Reorganization Committee shall be composed of professionals numbering not more than 40 persons, of which members from the CSRC shall not exceed 11 persons. Certain full-time members shall be appointed by the Merger and Reorganization Committee proportionally as necessary.
Article 6 The CSRC shall set up the selection board for the Merger and Reorganization Committee and select and appoint members of the Merger and Reorganization Committee under the principles of transparency, fairness and justice; candidate members of the Merger and Reorganization Committee shall be made public in the market and receive public oversight.
Article 7 Members of the Merger and Reorganization Committee shall hold their office for a term of one year and may be appointed for a successive two terms at most.
Article 8 Members of the Merger and Reorganization Committee shall:
1. possess relatively high political thinking and quality, theoretical level and moral integrity;
2. observe the principles, be impartial and honest, be faithful to duties, and observe the laws, administrative regulations and rules;
3. be familiar with the merger and reorganization business of listed companies and the relevant laws, administrative regulations and rules;
4. be accomplished in their respective professional fields, and have rich practice experience in the industry;
5. have no record of violation of laws or regulations; and
6. satisfy other conditions specified by the CSRC.
Article 9 The CSRC shall dismiss any member of the Merger and Reorganization Committee who is under any one of the following circumstances:
1. he or she is in violation of any law, administrative regulation or the relevant provisions of the CSRC;
2. he or she fails to perform his or her duties under the provisions of the CSRC in a diligent manner;
3. he or she fails to attend meetings of the Merger and Reorganization Committee twice or above without due reasons;
4. he or she files an application in written form for resignation, which is approved by the CSRC; or
5. other circumstances under which he or she is verified by the CSRC after examination as disqualified to act as a member of the Merger and Reorganization Committee.
The dismissal of a member of the Merger and Reorganization Committee may not be affected by whether his or her term of office expires. The CSRC shall appoint a substitute member in a timely manner after the dismissal of a member of the Merger and Reorganization Committee.
Where a member of the Merger and Reorganization Committee is dismissed as a result of his or her violations, the entity where such member works will be disqualified for recommending candidates as members of the Merger and Reorganization Committee again in the forthcoming five years; where such member of the Merger and Reorganization Committee is a functionary in a State organ or a public institution, the unit where the member works shall be notified of his or her violations and impose the corresponding punishment.
Article 10 The CSRC shall establish a Merger and Reorganization Expert Consultation Committee (hereinafter referred to as the "Expert Consultation Committee").
......