Re: Q&A in connection with the requirements on private investment fund filing and establish of assets management plan in the process of approval and examination of administrative licensing for merger, acquisition and restructuring for listed companies
What are the requirements on private investment fund filing and establish of assets management plan in the process of approval and examination of administrative licensing for merger, acquisition and restructuring for listed companies? (September 18, 2015)
Reply: (I) Requirements on private investment fund filing
In the process of application for assets restructuring administrative licensing, the independent financial advisor and law firm should check whether this restructuring involves private investment fund and its filing status, and also provide explicit advice. If private investment fund is involved in this restructuring, filing procedure should be completed before implementation of such restructuring plan.
If an applicant has not yet completed the filing of private investment fund while it submits application documents to CSRC, the applicant should fully prompt the risks in the restructuring report and make a special explanation to matter of filing and promise that it will not implement this restructuring plan before accomplishing the filing of private investment fund.
If an applicant has already completed the filing of private investment fund during the period of approval and examination by CSRC and after completion of approval procedure, the applicant should timely make public announcement and submit an explanation to CSRC. The independent financial advisor and law firm should check the completion status of the filing and also provide explicit advice, upon which, the restructuring plan can be implemented.
Where an applicant applying for offer exemption is a private investment fund, the filing procedure should be completed before acceptance by CSRC. The financial advisor (if any), law firm shall check the private investment fund and the completion status of the filing involved in this application in the Financial Advisor Report and the Legal Opinion and provide explicit advice.
（二）资产管理计划监管要求 (II) Supervision requirements on assets management plan
Assets management plan which is involved in supporting arising funds but has not been set up yet shall have specific purchaser and certain subscription quota when the restructuring plan is submitted to the general meeting of listed companies for deliberation.