How long will it take for the CSRC to accept the reorganization?Internet popularity rankingsfoodnetworkuniversitylifetideag()；From: www.wangluol

How long will it take for the CSRC to accept the reorganization?

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From: www.wangluol

How long will it take for the CSRC to accept the reorganization?

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university

life

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ag()；

From: www.wangluoliuxing.com Date: May 2022-18.

Article 1: C 1402 1 review process and review publicity of mergers and acquisitions of listed companies 100.

I. Multiple choice questions

1. Some administrative licensing matters need not be submitted to the M&A Committee for deliberation when considering M&A and reorganization of listed companies. This review does not include links ().

A. feedback symposium B. conclusion and filing C. preliminary examination D. audit symposium

2. According to the requirements of the Guidelines for Reporting Major Asset Restructuring of Listed Companies, a listed company shall, within () working days after the shareholders' meeting makes a resolution on major asset restructuring and makes an announcement, prepare a declaration document in accordance with the requirements of the Standards for Contents and Forms of Information Disclosure of Companies Offering Securities to the Public No.26-Reporting Documents for Major Asset Restructuring of Listed Companies, entrust an independent financial consultant to report to the China Securities Regulatory Commission, and send a copy to the dispatched office.

A.3

B.5

D.2

3. The review process of mergers and acquisitions of listed companies is divided into () according to the administrative licensing link.

A. Acceptance-acceptance-preliminary review-review forum-feedback forum-finishing meeting-closing defense-closing paper B. Acceptance-acceptance-preliminary review-review forum-finishing meeting-closing defense-feedback forum-closing paper C. Acceptance-acceptance-preliminary review-feedback forum-closing paper D.

4. According to the requirements of the Guidelines for Reporting Major Asset Restructuring of Listed Companies, the Listing Department of the CSRC shall make a decision on whether to accept or not within () working days after receiving the supplementary reply materials of listed companies, and issue a written notice.

Answer 7

B.2

D.3

Second, multiple choice questions

5. China Securities Regulatory Commission adheres to the principle of () to promote the market-oriented reform of mergers and acquisitions of listed companies and promote the openness and transparency of the whole audit process.

A. openness of the review process

B. disclosure of auditing standards

C. Disclosure of audit data

D. Disclosure of audit results

6. A listed company needs to go through many links to complete an M&A transaction. If there is a cycle from submitting an application to closing the case, the factors that affect the length of this cycle are ().

A. Suspected of violating laws and regulations

B. It takes too long for the applicant to implement the feedback.

C. Other relevant non-audit factors

D related parties are suspected of insider trading, and the audit is suspended.

7. Which of the following measures has China Securities Regulatory Commission taken in the audit to promote the market-oriented reform of mergers and acquisitions of listed companies? ().

A. promoting openness and transparency throughout the audit process

B. Strengthen examination and approval to achieve the purpose of strict supervision.

Unify standards, optimize processes, and vigorously improve audit efficiency.

D. Reduce examination and approval, and gradually cancel the administrative licensing items for mergers and acquisitions.

8. In order to enhance M&A's ability to serve the real economy and promote the sustained and healthy development of the M&A market, in recent years, China Securities Regulatory Commission has simplified the administrative examination and approval of M&A, actively promoted the examination and approval, and continuously improved the transparency and efficiency of supervision.

A. flattening

B. Standardization

C. Make it public

D. Streamlining

Third, the judgment question

9. In accordance with the requirements of the Guidelines for Reporting Major Asset Restructuring of Listed Companies, in order to ensure that auditors independently complete the review of written application materials, the listing department of the CSRC implements a "silent period" system from the time of receiving the materials to the time of sending feedback opinions, and can receive visitors. ()

put right

10. According to the requirements of the Guidelines for Reporting Major Asset Restructuring of Listed Companies, after giving feedback, the listing department of CSRC can conduct face-to-face inquiry and communication with the applicant and intermediary agencies 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. ()

put right

Chapter II: Review procedure of administrative license for merger and reorganization of listed companies.

Review process of administrative license for merger and reorganization of listed companies

What is the review process of administrative license for mergers and acquisitions of listed companies? The review process of administrative license for merger and reorganization of listed companies is mainly divided into five steps, namely, acceptance, preliminary examination, feedback forum, implementation of feedback opinions and conclusions and filing. This paper introduces the review process of administrative license for mergers and acquisitions of listed companies.

Work flow of administrative license review for merger and reorganization of listed companies

The administrative license for merger and reorganization of listed companies includes: 1. Exempt from the obligation of tender offer. Examination and approval of listed companies issuing shares to purchase assets. Examination and approval of merger and division of listed companies. Approval of purchase, sale and replacement of major assets of listed companies (constituting backdoor listing). The supervision department of listed companies of China Securities Regulatory Commission shall, in accordance with the principles of open standards, transparent procedures, standardized behavior, high efficiency and convenience, examine the application for administrative license for merger, acquisition and reorganization of listed companies according to law.

I. Audit Flow Chart

(a) the tender offer obligation is exempted from administrative licensing matters, and the review process is as follows:

(2) Examination and approval of listed companies issuing shares to purchase assets, examination and approval of merger and division of listed companies, examination and approval of major assets purchase, sale and replacement of listed companies (constituting backdoor listing) and other administrative licensing matters. The review process is as follows:

Two. Introduction of main audit links

(1) acceptance

The accepting department of China Securities Regulatory Commission accepts the application documents of administrative license for merger and reorganization of listed companies according to the requirements of the Rules of Procedure for the Implementation of Administrative License of China Securities Regulatory Commission (Order No.66 of the CSRC), the Measures for the Administration of Acquisition of Listed Companies (Order No.0/08 of the CSRC) and the Measures for the Administration of Major Asset Restructuring of Listed Companies (Order No.0/09 of the CSRC), and forwards them to the public as required.

The supervision department of listed companies conducts formal review of the application materials: if the applicant needs to make corrections to the application materials, it shall make corrections in accordance with the regulations; If the application materials are complete and meet the acceptance conditions, it shall notify the acceptance department to make an acceptance decision according to the procedures; If the applicant fails to submit supplementary materials within the specified time, or the supplementary materials submitted are incomplete or do not conform to the statutory form, it shall notify the accepting department to make a decision not to accept them according to the procedures.

(2) Preliminary examination

After the application for administrative license for merger and reorganization of listed companies is accepted, the merger and reorganization supervision office of the supervision department of listed companies shall determine the auditors according to the specific conditions of the application project, the relevant requirements for official evasion and the workload of auditors. The merger and reorganization review adopts the double-person review system, and the auditors review the application materials from the legal and financial perspectives and write the pre-trial report.

(3) Feedback meeting

The feedback forum mainly discusses the main issues of concern in the preliminary examination, the feedback opinions and other matters that need to be discussed at the meeting, and determines the feedback opinions and other audit opinions through collective decision-making. After the feedback special meeting, the auditor will modify the feedback according to the discussion results of the meeting, and after performing the internal signing and approval procedures, the feedback will be forwarded to the acceptance department for notification according to the procedures and delivered to the applicant. The period from receiving materials to giving feedback is a silent period, and auditors do not accept any other forms of communication such as the applicant's visit.

(D) the implementation of feedback

The applicant shall submit feedback and reply opinions to the acceptance department within the specified time, and communicate with the auditors by means of conversation, telephone and fax. In the process of preparing the defense materials. If face-to-face communication is needed, the supervision department of listed companies will designate two or more staff members to talk with the applicant, the financial adviser hired by the applicant and other intermediaries in the office.

(v) Special audit meeting

The audit seminar will mainly discuss the implementation of the feedback on the application for major asset restructuring, and discuss whether to submit the major asset restructuring plan to the M&A Committee for consideration.

If the audit seminar discusses and decides to submit it to the M&A Committee for deliberation, the supervision department of listed companies shall notify the relevant listed companies to apply to the Exchange for suspension. If, after discussion at the special audit meeting, it is considered that there are still major issues in the restructuring plan that need to be further implemented and will not be submitted to the restructuring meeting for consideration, the supervision department of listed companies will issue written feedback again.

(6) Meeting of the Merger and Reorganization Committee

The working procedures of M&A and the Reorganization Committee shall be implemented in accordance with the Working Procedures of M&A and the Reorganization Audit Committee of Listed Companies of China Securities Regulatory Commission.

The announcement of the meeting between M&A and the Reorganization Committee will be released four working days before the proposed convening date. Lawyer Guo Jiaxian reminded that the list of applicants for review, the meeting time and the list of members of the reorganization committee should be announced. Mergers and acquisitions will vote by secret ballot on major asset restructuring applications and put forward audit opinions. Each meeting shall be attended by five members, who shall vote independently. If the number of agreed votes reaches 3, it shall be passed. After the M&A Committee meeting voted on M&A's application, the China Securities Regulatory Commission announced the audit results. If the meeting between M&A and the Reorganization Committee thinks that the applicant should further implement the relevant matters, a written review opinion will be formed.

(seven) to implement the audit opinions of the merger and reorganization committee.

For the voting results and written audit opinions of the M&A Committee meeting, the supervision department of listed companies will give written feedback to the applicant and the financial adviser hired by the applicant within 3 working days after the meeting.

The applicant shall submit a written reply to the supervision department of listed companies within 10 working days after M&A and the Reorganization Committee issue audit opinions. The supervision department of listed companies will feed back the implementation of the audit opinions to the participating members.

(eight) closing and filing.

After the regulatory authorities of listed companies perform the signing and approving procedures for approving or disapproving the administrative license for merger and reorganization, they will conclude and issue a document, and complete the sealing and filing of the original application documents in time.

Three. Other matters related to the review process of mergers and acquisitions.

In the process of reviewing the application materials, according to the needs of the review, the regulatory authorities of listed companies can directly or entrust an agency to conduct on-the-spot verification of the relevant contents of the application materials according to the provisions of Article 19 of the Regulations on the Implementation Procedures of Administrative Licensing of China Securities Regulatory Commission; For the relevant report materials, the applicant or the relevant intermediary agency with legal responsibility may be required to make a written explanation and directly or entrust the relevant intermediary agency to conduct on-the-spot verification.

In the process of merger and reorganization review, the termination of the review and suspension of the review shall be carried out in accordance with the provisions of Articles 20 and 22 of the Procedures for the Implementation of Administrative Licensing of China Securities Regulatory Commission.

In the audit process, when encountering new situations and new problems that are not clearly stipulated in the current rules, the supervision department of listed companies will hold a special meeting to study and put forward handling opinions, and form rules according to procedures and follow them as a whole.

Article 3: CSRC's public answer (on merger and reorganization)

What is the specific process of major asset reorganization of listed companies? Where should I cash it?

Some programs? China Securities Regulatory Commission Time: September 25, 2009 Source:

A: Application procedure: After the resolution of major asset reorganization is made and announced at the shareholders' meeting, the listed company shall prepare the application documents in accordance with Article 23 of the Measures for the Administration of Major Asset Reorganization of Listed Companies (hereinafter referred to as the Measures for Reorganization) and No.26 Standard for the Contents and Forms of Information Disclosure of Companies Offering Securities to the Public-Application Documents for Major Asset Reorganization of Listed Companies (hereinafter referred to as the Standard No.26), and entrust independent financial advisers to work in the three places.

(1) Application acceptance procedure: The acceptance office of the general office of the CSRC 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. The supervision department of listed companies of China Securities Regulatory Commission (hereinafter referred to as the listing department of the CSRC) shall, after receiving the application materials transferred from the acceptance office, make a decision on whether to accept or issue a notice of correction within 5 working days. If the rectification notice requires the listed company to make a written explanation, the listed company and the independent financial adviser shall make a written reply within 30 working days from the date of receiving the rectification notice. If it fails to provide a complete and compliant reply within the time limit, the listed company shall make an announcement on the progress of this major asset restructuring and the specific reasons for failing to provide a reply in time on the day after the due date.

After receiving the correction reply from the listed company, the Listing Department of China Securities Regulatory Commission shall make a decision on whether to accept it within 2 working days and issue a written notice. After acceptance, the relevant provisions of the Securities Law on the review period shall apply to the stock issuance.

In order to ensure that the auditors can independently review the written application materials, the listing department of the CSRC implements a "silent period" system from the time of receiving the materials to the time when the feedback is sent out, and does not accept applicants to visit.

(II) Auditing procedure: The listing department of the CSRC shall, according to their respective responsibilities, audit the legal issues and financial issues in major asset restructuring, form a preliminary report and submit it to the departmental special meeting for deliberation, and form feedback opinions after 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. According to the second paragraph of Article 25 of the Reorganization Measures, if the feedback requires the listed company to explain and explain, the listed company shall give a written reply within 30 working days from the date of receiving the feedback, and the independent financial adviser shall cooperate with the listed company to give a written reply. If a complete compliance reply is not provided within the time limit, the listed company shall make an announcement on the progress of this major asset reorganization and the specific reasons for failing to provide a reply in time on the day after the due date.

2. There is no need to submit the conclusion procedure of the reorganization committee project: listed companies, independent financial consultants and other intermediaries submit the integration.

After the feedback of laws and regulations, it is not necessary to submit it to the M&A Committee for deliberation, and the listing department of the CSRC will make a conclusion of approval or disapproval. If the listed company fails to submit complete and compliant feedback, or other matters need further explanation or explanation occur during the feedback period, the listing department of China Securities Regulatory Commission may issue feedback again.

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 Reorganization Measures, 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 Reorganization Measures and the Working Procedures 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. The Company shall submit a complete and compliant reply to the opinions of the Reorganization Committee to the Listing Department of China Securities Regulatory Commission. If the opinions of the reorganization committee are complete and compliant, it shall draw a conclusion and issue relevant approval documents to the listed company.

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.

6. Sealing procedures: listed companies, independent financial advisers and other intermediaries shall seal and file the original application materials according to the requirements of the Listing Department of China Securities Regulatory Commission.

What is the filing procedure of the draft equity incentive plan? Require submission when filing.

Materials? China Securities Regulatory Commission Time: September 25, 2009 Source:

A: according to article 34 of the measures for the administration of equity incentives for listed companies (for trial implementation), if the China securities regulatory commission does not raise any objection within 20 working days from the date of receiving the complete application materials for filing the equity incentive plan, the listed company may issue a notice to convene a general meeting of shareholders? Within the above period, if the China Securities Regulatory Commission raises an objection, the listed company shall not issue a notice to convene a general meeting of shareholders to consider the implementation plan. A listed company shall submit the filing materials of the draft equity incentive plan to the general office of the listing department of China Securities Regulatory Commission after the board of directors deliberates and approves and announces the draft equity incentive plan. Each case is handled by two regulatory authorities, A and B, and a mutual supervision and restriction mechanism is implemented. If there is no objection to the filing, the listed company may issue a notice of the shareholders' meeting.

A listed company shall submit the filing materials of the draft equity incentive plan in accordance with the Company Law, the Measures for the Administration of Equity Incentive of Listed Companies (for Trial Implementation) and the Memorandum on Matters Related to Equity Incentive. One original and one copy of the filing materials and their electronic versions. Specifically, it includes: signed declaration report, approval documents of relevant departments (such as state-owned assets supervision department), resolutions of the board of directors, equity incentive plan, opinions of independent directors, verification opinions of the board of supervisors, explanations on the rationality of incentive objects, legal opinions and listing.

Letter of commitment that the company will not provide financial assistance, letter of support from the controlling shareholder and actual controller, statements of listed companies and intermediaries on the authenticity of documents, assessment plan of listed companies and rules of procedure of remuneration committee, summary of incentive draft, and the trading of shares of the company by senior executives and incentive targets within six months before the announcement of the board of directors. If an independent financial adviser is hired, the report of the independent financial adviser shall also be submitted.

What are the provisions for providing financial reports, evaluation reports or valuation reports in the relevant laws and regulations concerning the acquisition of listed companies? China Securities Regulatory Commission Time: 2065438+00 August 2 Source:

A: The Measures for the Administration of the Acquisition of Listed Companies (hereinafter referred to as the Measures for the Acquisition) promulgated by China Securities Regulatory Commission, the Standards for the Contents and Formats of Information Disclosure of Companies Offering Securities to the PublicNo. 16-Report on the Acquisition of Listed Companies (hereinafter referred to as the Standards), the relevant requirements of financial reporting, and the relevant laws and regulations regulating the acquisition of listed companies, The Contents of Information Disclosure of Companies Offering Securities to the Public 17- tender quotation report (hereinafter referred to as standard number 17):

I. General requirements for the financial report of the acquirer

16 standard and 17 standard stipulated in article 39:

If the purchaser is a legal person or any other organization, it shall disclose the financial and accounting statements of the last three years, and provide the financial and accounting report audited by an accounting firm with securities and futures qualifications in the last fiscal year, indicating the main contents of the audit opinion, the accounting system adopted, the main accounting policies and the notes on the main subjects. The accountant shall explain whether the accounting system and major accounting policies adopted by the company in the previous two years are consistent with those adopted in the latest year, and make corresponding adjustments if they are inconsistent.

As of the announcement date of the summary of the acquisition report or the summary of the tender offer report, if the financial situation of the purchaser has changed significantly compared with the financial accounting report of the most recent fiscal year, the purchaser shall provide the latest financial accounting report and explain it.

If a legal person or other organization has been established for less than one year or specially for this acquisition, it shall disclose the financial information of its actual controller or holding company in accordance with the provisions of the preceding paragraph.

If the purchaser is a domestic listed company, it may be exempted from disclosing the financial and accounting statements of the last three years, but it shall indicate the name and time of the newspaper that published its annual report.

If the purchaser is an overseas investor, it shall provide financial and accounting reports prepared in accordance with China accounting standards or international accounting standards. If it is difficult for the purchaser to provide relevant financial information in accordance with the above requirements due to the large business scale and numerous subsidiaries, it shall ask the financial consultant to check its specific situation, and explain in the verification opinion issued the reasons why the purchaser cannot provide financial information as required, and the purchaser has the strength to acquire listed companies and has no intention to evade the obligation of information disclosure.

Second, the special requirements in the tender offer

Article 36 of the Measures for Acquisition stipulates that in the tender offer, "if the purchaser pays the purchase price by securities, it shall provide the audited financial accounting report and securities valuation report of the securities issuer in the last three years".

Three. Special requirements of MBO

Article 51 of the Measures for Acquisition stipulates that in the management buyout of a listed company, the listed company "shall employ an asset appraisal institution with securities and futures related qualifications to provide the company appraisal report".

Four, the special requirements of directional issuance and acquisition

Article 28 of "16" stipulates: "The purchaser intends to purchase the new shares issued to him by the listed company, and the shares in which he owns interest exceed 30% of the total share capital of the listed company? If the purchaser subscribes for new shares issued by a listed company with its non-cash assets, it shall also disclose the financial and accounting reports of the non-cash assets audited by an accounting firm with securities and futures qualifications in the last two years, or the asset evaluation report issued by an evaluation institution with securities and futures qualifications within the validity period. "

In the relevant norms involving major asset restructuring of listed companies, finance

What are the requirements for the effectiveness of the report and evaluation report? China Securities Regulatory Commission Time: 2065438+00 August 2 Source:

A: The requirements on the validity period of financial reports and evaluation reports in the Standards for Contents and Forms of Information Disclosure of Companies Offering Securities to the Public No.26-Application Documents for Major Asset Restructuring of Listed Companies (hereinafter referred to as the Standards No.26) and the Standards for Asset Evaluation-Evaluation Report are summarized as follows:

Article 6 of 1.26 stipulates that the latest audited financial information quoted in the major asset restructuring report disclosed by listed companies shall be valid within 6 months after the deadline of financial report; Under special circumstances, you can apply for an appropriate extension, but the extension time shall not exceed 1 month at most. Although the financial information of the underlying assets of this transaction is within the validity period, if the financial status and operating results of these assets have undergone major changes as of the date of disclosure of the restructuring report, the relevant latest financial information (including the financial report and pro forma financial information of these assets, etc.) shall be additionally disclosed.

2. "Assets Appraisal Criteria-Appraisal Report" stipulates: "Under normal circumstances, the appraisal report can only be used when the benchmark date of appraisal is less than one year from the date of realization of economic behavior." If the benchmark date of asset appraisal is July 1 day, 2009, the approval document of the CSRC shall be obtained before June 30, 20 10.

Relevant laws and regulations concerning major asset restructuring of listed companies are as follows

What are the rules for providing financial reports and preparing financial reports for reference?

Settings? China Securities Regulatory Commission Time: 2065438+00 August 2 Source:

A: The requirements of the Administrative Measures for Major Asset Restructuring of Listed Companies (hereinafter referred to as the "Restructuring Measures") and the Standards for Contents and Forms of Information Disclosure of Companies Offering Securities to the Public No.26-Application Documents for Major Asset Restructuring of Listed Companies (hereinafter referred to as the "Standards No.26") for providing financial reports and pro forma financial reports of counterparties and transaction targets are summarized as follows.

I. Financial report of the counterparty

"No.26 Standard" stipulates that if the counterparty is a legal person, it shall provide the financial report of the latest year and indicate whether it has been audited.

Two. Financial report of basic assets and pro forma financial report

Article 16 of the No.26 Standard stipulates: "The listed company shall provide the financial reports and audit reports of the relevant assets involved in this transaction in the last two years; Where the provisions of Article 6 of these Standards exist, the latest financial report and audit report shall also be provided.

Relevant financial reports and audit reports shall be prepared in accordance with the same accounting system and accounting policies as listed companies. If a complete financial report cannot be provided, the reasons shall be explained, and an explanation of the financial status and/or operating results of the relevant assets and an audit report shall be issued.

Where a listed company intends to carry out major asset restructuring as stipulated in Items (1) and (2) of Paragraph 1 of Article 27 of the Restructuring Measures, it shall also provide the pro forma financial report and audit report of the listed company in the latest year compiled according to the restructured asset structure; The latest pro forma financial report and audit report shall also be provided under the circumstances specified in Article 6 of these Standards. "

In the laws and regulations related to major asset reorganization of listed companies, what provisions should be made to conduct asset appraisal and provide asset appraisal reports?

China Securities Regulatory Commission Time: 2065438+00 August 2 Source:

A: In major asset restructuring of listed companies, the underlying assets are often evaluated and priced according to relevant laws and regulations. Combined with the audit practice, the relevant requirements of major asset restructuring of listed companies are summarized as follows:

1. According to the provisions of Article 27 of the Company Law, shareholders can make capital contributions in cash, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and can be transferred according to law, and the non-monetary properties as capital contributions should be assessed and valued.

2. Article 3 of the Measures for the Administration of State-owned Assets Appraisal stipulates that an entity that owns state-owned assets shall conduct asset appraisal under any of the following circumstances: (1) Auction and transfer of assets; (2) Merger, sale, joint venture and share management of enterprises; (3) establishing Sino-foreign joint ventures or Sino-foreign cooperative ventures with foreign companies, enterprises and other economic organizations or individuals; (4) enterprise liquidation; (five) other circumstances that should be evaluated in accordance with the relevant provisions of the state. Article 6 of the Interim Measures for the Evaluation and Management of State-owned Assets of Enterprises stipulates thirteen situations in which assets should be evaluated. According to the aforementioned documents and the relevant provisions on the management of state-owned assets, an assessment should be made.

Three. According to Article 18 of the Measures for the Administration of Major Asset Restructuring of Listed Companies, the relevant assets in major asset restructuring are priced based on the results of asset evaluation.

What are the relevant laws and regulations concerning major asset restructuring of listed companies?

What are the rules for providing profit forecasts?

China Securities Regulatory Commission Time: 2065438+00 August 2 Source:

A: In the relevant laws and regulations regulating the major asset reorganization of listed companies, such as the Administrative Measures for the Major Asset Reorganization of Listed Companies (hereinafter referred to as the Reorganization Measures) and the Standards for the Contents and Formats of Information Disclosure of Companies Offering Securities No.26-Application Documents for Major Asset Reorganization of Listed Companies (hereinafter referred to as the Standards No.26), the requirements for the provision of the underlying assets and the profit forecast of listed companies are summarized as follows:

1. Article 17 of the Reorganization Measures stipulates: "When a listed company purchases assets, it shall provide a profit forecast report of the assets to be purchased. Where a listed company intends to carry out major asset reorganization and issue shares to purchase assets specified in Items (1) and (2) of Paragraph 1 of Article 27 of these Measures, it shall also provide a profit forecast report of the listed company. The profit forecast report shall be audited by an accounting firm with relevant securities business qualifications.

If there are sufficient reasons for a listed company not to provide the above-mentioned profit forecast report, it shall explain the reasons, give a special risk warning in the report on major asset reorganization of the listed company (or the report on the purchase of assets by issuing shares, the same below), and analyze in detail the impact of this reorganization on the sustainable operation ability and future development prospects of the listed company in the management discussion and analysis section. "

In the case that the assets to be purchased are evaluated and priced by income method, because the evaluation agency has quantitatively analyzed and estimated the future income and expenses of the assets to be purchased, and it has been recognized by listed companies and counterparties, in this case, if the profit forecast cannot be provided, there is a problem of whether it is reasonable to evaluate the pricing by income method. Accordingly, if the assets to be purchased are evaluated by the income method, the profit forecast report of the assets to be purchased should usually be provided.

Article 15 of No.2.26 Standard stipulates: "If the profit forecast report is provided according to Article 17 of the Restructuring Measures, if the listed company submits the application documents in the first half of the year, it shall provide the profit forecast report of the trading year; If it is submitted in the second half of the year, it shall provide the profit forecast report for the current year and the following year.

If the listed company is really unable to provide the above documents, it shall explain the reasons, give special risk tips, and analyze in detail the impact of this transaction on the sustainable development ability of the listed company in the discussion and analysis part of the board of directors. "

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