M&A of listed companies gaining steam (3)

Merger, acquisition and reorganization of listed companies play an important role in the "structural adjustment and pattern transformation" of the national economy. In order to enhance the capability of merger, acquisition and reorganization to serve substantial economy and promote constant healthy development of the merger, acquisition and reorganization market, CSRC, sticking to the market-oriented principle and simplifying the administrative permission procedures of merger, acquisition and reorganization, actively advances the standardization, processed management and publicity of the examination and verification work and continues enhancing supervision transparence and examination efficiency.

CSRC cancelled the administrative permission for 4 exemption issues from obligation of tender offer including "free increase of shareholding by shareholder holding over 50 percent share, free increase of shareholding less than 2 percent each year by shareholder holding over 30 percent share, obtaining of new shareholding by the largest shareholder which a listed company issues to him (or her), and inheritance" in February of 2012; in August, CSRC applied to the State Council for cancelling the administrative permission for repurchasing shareholding by listed companies. Currently, about 2/3 transactions of merger, acquisition and reorganization can be carried out independently after information disclosure by listed companies without examination and approval.

Through a series of measures including improving the laws and regulations for merger, acquisition and reorganization, unifying examination and verification standard, and optimizing the internal process, CSRC much shortens the examination and verification time for administrative permission of merger, acquisition and reorganization. CSRC had concluded 143 applications for administrative permission of merger, acquisition and reorganization from January to September of 2012, among of which 81 were accepted and concluded in 2012. Since May, it has spent about 1 month on average for each application for administrative permission from acceptance to submission to RCMAR for examination, except the examination of the administrative permission issues suspended due to suspected insider trading.


At the same time, CSRC insists on advancing openness and transparence about the whole process of examination and verification. Since 2010, CSRC has published 15 concerns about common issues of merger, acquisition and reorganization, 39 answers for common questions, and released 6 legal application opinions, 1 supervision guidance, with the aim of constantly improving the transparence of examination and verification standard.

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