工业与信息化部、证监会、发展改革委、商务部联合发布《上市公司并购重组行政许可并联审 批工作方案的通知》(10/24/2014)

On Oct. 24, 2014, the Ministry of Industry and Information Technology, China Securities Regulatory Commission (CSRC), National Development and Reform Commission (NDRC) and Ministry of Commerce (MOFCOM) jointly issued the Notice Concerning Parallel Administrative Approval Work on Mergers and Restructurings of Public Companies (the Notice). The Notice is aimed at streamlining the administrative approval procedures for the mergers, acquisitions and restructurings of public companies.

Parallel Approvals

The Notice states that the following governmental approvals will no longer be required to be obtained prior to CSRC’s approval for any merger, acquisition or restructuring of public companies: (a) NDRC’s approval or  registration of overseas investment carried  out by the public company, (b) MOFCOM’s approval for strategic investment by foreign investors, and (c) MOFCOM’s merger control approval. That is, each of these approvals will be independent from one another and the approval process can proceed in parallel with CSRC’s approval. This change will shorten the timeline for the completion of a merger, acquisition or restructuring of public companies and improve the efficiency of the approval process.

The Notice explicitly states that a public company may not close any merger, acquisition or restructuring project until it obtains approvals from all relevant authorities. Further, the public company is required to indicate in its publicly available proposed restructuring report all of the required governmental approvals for the transaction and describe the risks for the failure to obtain such approvals.

Disclosure Requirements

During CSRC’s review of the proposed transaction, if another authority grants its approval with respect to the transaction, the public company is required to make a public disclosure that such approval has been obtained.

If the public company obtains CSRC’s approval but the other required governmental approvals are still pending, the public company must publicly disclose the CSRC’s approval and status of the other approvals, including a disclosure of the risks associated with the failure to obtain necessary approvals.

Conclusion

This Notice will shorten the timeline for the completion of the mergers, acquisitions and restructurings of public companies and benefit the development of the Chinese capital market.

  • Notice Concerning Parallel Administrative Approval Work on Merger, Acquisition and Restructuring of Public Company
  • 《上市公司并购重组行政许可并联审批工作方案的通知》
  • Issuing authority: Ministry of Industry and Information Technology, China Securities Regulatory Commission, National Development and Reform Commission and Ministry of Commerce
  • Date of issuance: Oct. 24, 2014 / Effective date: Oct. 24, 2014