Decision on Revising the Administrative Measures for the Material Asset Reorganization of Listed Companies

Decision on Revising the Administrative Measures for the Material Asset Reorganization of Listed Companies
Decision on Revising the Administrative Measures for the Material Asset Reorganization of Listed Companies

Order of the China Securities Regulatory Commission No.159

October 18, 2019

The Decision on Revising the Administrative Measures for the Material Asset Reorganization of Listed Companies, which was deliberated and adopted at the Third Executive Meeting of the China Securities Regulatory Commission in 2019 on October 11, 2019, is hereby promulgated and shall come into force as of the date of issue.

Yi Huiman, chairman of the China Securities Regulatory Commission



Decision on Revising the Administrative Measures for the Material Asset Reorganization of Listed Companies

I. Article 13 shall be amended to read: "Where the purchase of assets by a listed company from the acquirer or the affiliated party thereof within 36 months of the date when the control over the listing company is changed causes any of the following fundamental changes to the listed company, such purchase constitutes material asset reorganization, and shall be reported to the CSRC for approval in accordance with the Measures:
1. the total assets purchased account for 100% or more of the total amount of the end-of-period assets of the listed company in the consolidated financial and accounting report for the previous accounting year that was audited before the change of the control over the listed company;
2. the operating income from the purchased assets in the last accounting year accounts for 100% or more of the operating income of the listed company in the consolidated financial and accounting report for the previous accounting year that was audited before the change of the control over the listed company;
3. the net assets purchased account for 100% or more of the end-of-period net assets of the listed company in the consolidated financial and accounting report for the previous accounting year that was audited before the change of the control over the listed company;
4. the shares issued for the purchase of assets account for 100% or more of the shares of the listed company on the trading day immediately before the resolution of the board of directors on the first purchase of assets by the listed company from the acquirer or the affiliated party thereof;
5.
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