CSRC Revises Regulatory Measures and Supporting Guidelines for Major Asset Restructuring of Listed Companies

On May 16, 2025, the China Securities Regulatory Commission (CSRC) issued the Decision on Amending the Measures for the Administration of Major Asset Restructuring of Listed Companies (the “Amendments”), which came into effect upon publication.

The Amendments primarily include: first, establishing a phased payment mechanism for restructuring share consideration, extending the validity period of registration decisions for one-time registration and phased issuance of shares to purchase assets to 48 months. Second, enhancing tolerance for regulatory oversight of changes in financial conditions, horizontal competition, and related-party transactions. Third, introducing a simplified review procedure for restructuring. Fourth, clarifying lock-up period requirements for absorption mergers between listed companies. Fifth, encouraging private equity funds to participate in listed company mergers and acquisitions. Additionally, the wording of relevant provisions in the Restructuring Measures has been adaptively adjusted in accordance with the new Company Law and other regulations. Following the revision and release of the Restructuring Measures, all measures in the CSRC’s Opinions on Deepening Market Reform of Listed Company Mergers and Acquisitions have been fully implemented.

On the same day, CSRC also issued the Regulatory Guidelines for Listed Companies No. 9 — Regulatory Requirements for Planning and Implementing Major Asset Restructuring of Listed Companies (the “Guidelines”), effective upon publication. The Guidelines are a revised version of CSRC’s first issuance of Regulatory Guidelines for Listed Companies No. 9 in 2023.