2010-05-04 GEM pre-IPO business merger rules are clear and more operational (VC 259)
It is reported that the regulatory authorities have further clarified the relevant rules for the merger of ChiNext companies before the IPO. For GEM IPO applications made after a business combination not under the same controller, the supervisory authorities will focus on the actual impact of the business combination on the issuer's total assets, operating income or total profit.
New regulations are merged by non-identical controllers
It is reported that for the pre-IPO business merger of GEM companies, the supervisory level is divided into two cases: "business merger under the same controller" and "business merger under the same controller".
For the GEM IPO application made after the merger of enterprises not under the same controller, the regulatory layer is particularly clear: it will pay attention to the actual impact of the merged party on the issuer's total assets, operating income or total profit, specifically divided into the following three situations: 1. If the above three indicators of the merged party do not exceed 20% of the corresponding items of the issuer before the merger, the financial statements submitted when applying for the GEM IPO must at least be up to the latest balance sheet after the merger is completed, and there is no waiting time ; Second, if the above three indicators of the merged party do not exceed 50%, but more than 20% of the corresponding items of the issuer before the merger, the issuer can apply for a GEM IPO after running a fiscal year after the merger; If the three indicators exceed 50% of the corresponding items of the issuer before the merger, it must be run for at least 24 months before applying for GEM IPO.
As for the merger between enterprises under the same controller, the regulator stated that it must meet three major conditions in the GEM IPO: First, the companies involved in the merger are required to be ultimately controlled by the same party or the same multiple parties before and after the merger, and the Control is not temporary ("same party", "same multi-party" and "control is not temporary" usually refers to more than one year); second, when the same multi-party is considered as the actual controller, the entrusted shareholding is not recognized Or arrangements that are legally flawed on behalf of holding shares; third, the same multi-party holdings ultimately controlled should account for an absolute majority, that is, the total holdings should be more than 51%.
The rules are more operable
A number of investment bankers said that the supervisory authorities have further clarified the relevant rules for the merger of GEM companies before the IPO, which has a high guiding significance for sponsors to carry out related business operations.
According to reports, prior to this, the regulatory authorities had the only policy explanation for the pre-IPO business merger, that is, Article 12 of the "Administrative Measures on Initial Public Offering and Listing of Stocks" issued in November 2007 "The actual controller has not changed "Understanding and application of"-Securities and Futures Law Application Opinion No. 1 ", but this interpretation is only for the main board companies.
The general manager of the investment bank merger and acquisition department of a listed securities company said that the regulatory authorities not only refined the rules for business mergers under the same controller before the IPO, but also made clear rules for business mergers under the same controller in the above-mentioned relevant rules. This will allow sponsors to add more detailed policy references when conducting the latter ’s business operations.
Another person in charge of the merger and acquisition department of a large-scale securities firm pointed out that although the above-mentioned rules are only the refinement of the initial rules for GEM companies, the requirements for sponsors are also stricter. The person in charge also said that from the perspective of the company's reserve projects, many companies listed on the GEM now have the need to integrate their business chains or expand their business scope.
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