Major assets reorganization management of listed companies

Hello, what is the major asset restructuring management of listed companies you consulted? Decision of China Securities Regulatory Commission on Amending the Measures for the Administration of Major Asset Restructuring of Listed Companies 1. Article 13 is amended as: "If a listed company purchases assets from the acquirer and its related parties within 60 months from the date of change of control, resulting in one of the following fundamental changes of the listed company, it shall report to the China Securities Regulatory Commission for approval in accordance with the provisions of these Measures:" (1) The total amount of assets purchased accounts for the audited consolidated amount of the listed company in the previous fiscal year at the time of change of control. "(2) The operating income generated from the purchase of assets in the latest fiscal year accounts for more than 65,438+000% of the operating income of the audited consolidated financial accounting report in the previous fiscal year when the control right of the listed company changed;" (3) The net profit generated from the purchase of assets in the latest fiscal year accounts for more than 65,438+000% of the net profit of the audited consolidated financial accounting report in the last fiscal year when the control right of the listed company changes; "(4) The purchased net assets account for more than 65,438+000% of the net assets at the end of the audited consolidated financial accounting report in the fiscal year before the change of control rights of the listed company;" (5) On the trading day before the board of directors of the listed company decided to purchase assets from the acquirer and its affiliates for the first time, the shares issued for the purpose of purchasing assets accounted for more than 65,438+000% of the shares; (VI) Although the assets purchased by a listed company from the acquirer and its affiliates do not meet the standards in Items (1) to (5) of this paragraph, it may lead to fundamental changes in the main business of the listed company. (VII) Other circumstances identified by the China Securities Regulatory Commission that may lead to fundamental changes in the listed company. "A listed company shall meet the following conditions when implementing a major asset reorganization as stipulated in the preceding paragraph:" (1) It shall meet the conditions as stipulated in Articles 11 and 43 of these Measures; (II) The enterprise legal person corresponding to the assets purchased by a listed company shall be a joint stock limited company or a limited liability company, and meet other issuance conditions stipulated in the Measures for the Administration of Initial Public Offering and Listing; (III) The listed company and its controlling shareholder or actual controller have not been investigated by the judicial authorities for suspected crimes or by the China Securities Regulatory Commission for suspected violations of laws and regulations in the last three years, but the transaction has been terminated for three years for suspected crimes or violations of laws and regulations, and the trading plan can eliminate the possible adverse consequences of this behavior, but it does not affect the relevant actors. "(4) The listed company, its controlling shareholder and actual controller have not been publicly condemned by the stock exchange in recent 12 months, and there are no other major acts of dishonesty;" (5) There are no other circumstances identified by China Securities Regulatory Commission that may damage the legitimate rights and interests of investors or violate the principles of openness, fairness and impartiality. Where a listed company issues shares to purchase assets for major asset restructuring, the Securities Law and the relevant provisions of the China Securities Regulatory Commission shall apply. The control right mentioned in the first paragraph of this article shall be determined in accordance with the provisions of Article 84 of the Measures for the Administration of Acquisition of Listed Companies. If the shares of a listed company are dispersed and its directors and senior managers can control the company's major financial and business decisions, the listed company is regarded as having the control right of the listed company. "The purchase of assets from the acquirer and its related parties by a GEM listed company from the date of control change shall not lead to the situation specified in the first paragraph of this article." If the assets purchased by a listed company from the acquirer and its affiliates belong to specific industries such as finance and venture capital from the date of change of control, it shall be stipulated separately by the China Securities Regulatory Commission. 2. Item (1) of the first paragraph of Article 14 is amended as: "If the purchased assets are equity, the total assets are the product of the total assets of the invested enterprise and the proportion of the invested equity and the transaction amount, the operating income is the product of the invested enterprise's operating income and the proportion of the invested equity, and the net assets are the product of the invested enterprise's net assets and the proportion of the invested equity and the transaction amount; If the assets sold are equity, the total assets, operating income and net assets of the invested enterprise shall be based on the product of the total assets, operating income and net assets of the invested enterprise and the equity ratio of the investment.