Three conditions for major asset reorganization

Legal analysis: A listed company and its holding company purchase or sell assets that meet one of the following criteria, which constitutes a major asset reorganization:

1. The total assets purchased and sold account for more than 50% of the total assets of listed companies at the end of the audited consolidated financial accounting report in the latest fiscal year.

2. The operating income from the purchase and sale of assets in the latest fiscal year accounts for more than 50% of the operating income of the audited consolidated financial accounting report of the listed company in the same period.

3. The net assets purchased and sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial accounting report in the latest fiscal year, and exceed RMB 50 million.

Legal basis: Measures for the Administration of Major Asset Restructuring of Listed Companies Article 11 When a listed company implements major asset restructuring, it shall fully explain that the transaction meets the following requirements and disclose it: (1) It complies with the national industrial policy and the provisions of laws and administrative regulations on environmental protection, land management and anti-monopoly;

(2) It will not cause the listed company to fail to meet the conditions for listing shares;

(3) The assets involved in major asset restructuring are priced fairly, and there is no circumstance that damages the legitimate rights and interests of listed companies and shareholders;

(4) The ownership of assets involved in major asset restructuring is clear, there are no legal obstacles to asset transfer, and the related creditor's rights and debts are handled legally;

(5) It is conducive to the ability of the listed company to continue to operate, and there is no situation that may lead to the reorganization of the listed company's main assets as cash or no specific business;

(6) It is conducive to the listed company's independence from the actual controller and its related parties in terms of business, assets, finance, personnel, institutions, etc., and conforms to the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies;

(seven) is conducive to the formation or maintenance of a sound and effective corporate governance structure of listed companies.