Application acceptance procedure: The acceptance office of China Securities Regulatory Commission Office is responsible for receiving application materials and conducting formal examination on the application materials of listed companies. The application materials include written materials in triplicate (one original and two copies) and electronic versions.
Audit procedure: The listing department of the CSRC shall, according to their respective responsibilities, audit the legal and financial issues in major asset restructuring, form a preliminary report and submit it to the special meeting of the department for deliberation, and form feedback opinions after research at the special meeting.
1. Feedback and feedback reply procedure: After the feedback, the applicant and intermediary institutions can make face-to-face inquiry and communication with the listing department of the CSRC on the relevant issues in the feedback. The inquiry and communication shall be attended by two or more auditors of the first division of M&A and the second division of M&A at the same time.
2. There is no need to submit the conclusion procedure of the reorganization committee project: if a listed company, an independent financial consultant and other intermediary agencies submit complete and compliant feedback and replies, it is not necessary to submit them to M&A and the reorganization committee for deliberation, and the conclusion will be approved or disapproved by the listing department of the CSRC.
3. Submitting to the Reorganization Committee for deliberation: If it needs to be submitted to the M&A Committee for deliberation according to Article 27 of the Measures for the Administration of Major Asset Reorganization of Listed Companies, the Listing Department of the CSRC will arrange a working meeting of the M&A Committee for deliberation. The specific procedures for the review of M&A and the Reorganization Committee shall be implemented in accordance with Article 28 of the Measures for the Administration of Major Assets Reorganization of Listed Companies and the Working Rules of the Reorganization Review Committee of Listed Companies of China Securities Regulatory Commission.
4. Conclusion procedure for the adoption of the plan by the Reorganization Committee: After the work meeting of the M&A and Reorganization Committee, if the major asset reorganization plan of the listed company is voted by the M&A and Reorganization Committee, the Listing Department of the CSRC will issue the feedback from the M&A and Reorganization Committee to the listed company in the form of a departmental letter.
5. Procedures for closing the plan rejected by the Reorganization Committee: If the plan is rejected by the M&A and Reorganization Committee, the case will be closed and a rejection document will be issued to the listed company. At the same time, the listing department of the CSRC will send feedback from the M&A Committee to listed companies in the form of departmental letters. If a listed company intends to re-report, it shall convene a board meeting or a general meeting of shareholders to vote.
To sum up, the disposal of assets should be publicly traded in legally established property rights trading institutions, not privately traded, and the information of property rights transfer must be fully disclosed, and the transferee should be widely collected to determine the price of restructured assets through market-oriented means such as agreement, bidding and auction.
Legal basis:
Enterprise Bankruptcy Law of the People's Republic of China
Article 73
During the period of reorganization, the debtor may manage his own property and affairs under the supervision of the administrator upon the application of the debtor and the approval of the people's court. Under any of the circumstances specified in the preceding paragraph, the administrator who takes over the debtor's property and business in accordance with the provisions of this law shall hand over the property and business to the debtor, and the debtor shall exercise the functions and powers of the administrator specified in this law.