The China Securities Regulatory Commission issued amendments to the Administrative Measures for Major Asset Restructurings of Listed Companies, effective immediately, to further reform the listed-company M&A and restructuring regime. The package introduces phased payment for share consideration, creates a simplified review pathway with materially shorter decision timelines, and recalibrates lock-up and private fund participation rules. Key changes include extending the validity of a registration decision to 48 months where an issuer makes a single registration application but issues shares in tranches to acquire assets, and adopting a more accommodating supervisory approach to changes in financial condition, horizontal competition and related-party transactions. A new simplified review process removes the need for deliberation by a stock exchange M&A and restructuring committee for eligible transactions and requires the CSRC to decide within five working days whether to grant or deny registration. For absorption mergers between listed companies, a six-month lock-up applies to the absorbed company’s controlling shareholder, actual controller or their controlled affiliates, while transactions constituting an acquisition are subject to an 18-month lock-up under the Measures for the Administration of the Acquisition of Listed Companies; other shareholders of the absorbed company face no lock-up. Private equity funds are explicitly encouraged to participate through a “reverse linkage” between investment duration and lock-up, including shortening lock-ups where the fund’s investment term reaches 48 months, such as reducing certain third-party transaction lock-ups from 12 months to six months and, in restructuring listings, cutting lock-ups for shareholders other than the controlling shareholder, actual controller and their controlled affiliates from 24 months to 12 months. The CSRC framed the amendments as completing the implementation of the measures under the Opinions on Deepening the Reform of the Listed-Company M&A and Restructuring Market. It also reported increased activity since those opinions were issued, including over 1,400 disclosed asset restructurings (over 160 major restructurings) and, since the start of 2025, over 600 disclosed restructurings, around 90 major restructurings and completed major restructuring transaction value exceeding CNY 200 billion. The CSRC said it will continue to drive implementation of the revised measures to further stimulate M&A and restructuring activity.
China Securities Regulatory Commission 2025-05-16
China Securities Regulatory Commission amends major asset restructuring rules to enable instalment share consideration and introduce a five-day fast-track registration process
The China Securities Regulatory Commission has amended the Administrative Measures for Major Asset Restructurings of Listed Companies to reform the M&A and restructuring regime. Key changes include phased payment for share consideration, a simplified review process with shorter decision timelines, and revised lock-up rules. The amendments aim to stimulate M&A activity, with over 600 restructurings disclosed in 2025 and a transaction value exceeding CNY 200 billion.