To implement the "State Council on further optimization of corporate mergers and acquisitions market opinions" (Guo Fa No. ﹝ 2014 ﹞ 14), optimize the approval process, improve processing efficiency, and further optimize the corporate mergers and acquisitions market environment. Recently, corporate mergers and acquisitions work in the inter-ministerial coordination mechanism, the Ministry of Industry and Information Technology, the Commission, Development and Reform Commission, Ministry of Commerce jointly formulated the "Listed Company Merger and Reorganization parallel examination and approval of administrative licensing work program" (hereinafter referred to as the "program" ).

 

To further simplify procedures, improve efficiency, according to the actual situation of mergers and acquisitions of listed companies, the development of parallel processing program as follows.

A parallel basis for approval, in principle,

(A) implement the central authorities, the State Council, the administrative examination and approval system reform requirements. "CPC Central Committee on deepening reform of the overall number of major issues," pointed out that to further decentralization, deepen the reform of administrative examination and approval system of administrative examination and approval ...... reserved to standardize management and improve efficiency. "State Council on further optimization of corporate mergers and acquisitions market opinions" (Guo Fa [2014] 14) further requires that "optimizing corporate mergers and acquisitions related to the approval process, the implementation of parallel examination and approval, to avoid each other preconditions."

(B) simultaneously parallel processing, improve efficiency, the country and the relevant ministries on mergers and acquisitions of listed company policies and regulatory requirements implemented to avoid the implementation of parallel processing caused by regulatory vacuum.
 

Second, the implementation of parallel processing project

According to the actual situation, foreign investment projects implemented by Development and Reform Commission approval and registration, approval of foreign investors strategic investment in listed companies and the Department of Commerce and other business concentration review three approval, no longer as a Commission administrative license mergers and acquisitions of listed companies pre-conditions for approval, instead of parallel approval.

Other mergers and acquisitions of listed companies to approval of relevant ministries involved, such as the security review of mergers and acquisitions by foreign investors, etc., based upon the current program execution, it will not be adjusted.

Third, the parallel processing mode

(A) listed companies after the shareholders' meeting at the same time submit to the Commission by the relevant ministries and the merger and reorganization of administrative license application, the Commission and the relevant ministries to implement parallel processing of listed companies to apply for, to make independent decisions on approval or disapproval.

(B) the approval of listed companies involved in mergers and acquisitions in parallel projects approved prior to obtaining the relevant ministries, shall not be implemented. Specifically:

1. The announcement of listed companies in the restructuring plan, in a prominent position to disclose reorganization report this restructuring is required to obtain the approval of the relevant ministries of the case, clearly the implementation of the reorganization required by the Commission and the approval of the relevant ministries, and a detailed description has been concerned case authorities for approval and the approval of the program still need to report on the risk may not be approved to make a significant risk warning.

2. During the Audit Commission, the case of listed companies to obtain the approval of relevant departments, the listed company shall make timely announcements.

3. Risk of listed companies achieved approved by the Commission, but has not yet obtained the approval of the relevant authorities, should the announcement of M & A project was approved by the Commission at the same time announcement still need to obtain approval of relevant departments of the situation, and may not be approved to make special prompt, clear without obtaining the approval of relevant departments before, still can not implement this merger restructuring.

4. All listed companies to obtain approval of relevant departments, the announcement has been made in the reorganization approved by all the relevant departments, reorganization of the contract in force, with the conditions for implementation. Then, before the implementation of the restructuring plan.

Fourth, the implementation time

Listed Company Merger and Reorganization and Development and Reform Commission approved overseas investment projects and for the record, the Commerce Department review Declaration of Business Concentration parallel approval, immediate effect. Mergers and acquisitions of listed companies and the Ministry of Commerce, foreign investors strategic investment in listed companies approved parallel approval, pending revision of the Commerce Department issued the "strategic foreign investors to invest in listed companies management approach" after the implementation.