SSE Solicits Public Opinions on Review Rules for Major Asset Reorganization of Companies Listed on SSE STAR Market and Management Measures for Listing Committee of SSE STAR Market

The Shanghai Stock Exchange (SSE) plans to set up the M & A and Reorganization Committee of Listed Companies on the SSE STAR Market (hereinafter referred to as the M & A and Reorganization Committee) to be responsible for the review of the applications of the listed companies on the SSE STAR Market (hereinafter referred to as the sci-tech innovation companies) for asset purchase through share issuance and for reorganization and listing. The move aims to further implement the requirements in the Opinions of the State Council on Further Improving the Quality of Listed Companies (hereinafter referred to as the Opinions), optimize the review mechanism of M & A and reorganization, give full play to the function of M & A and reorganization in improving the quality of listed companies, and better protect the legitimate rights and interests of investors. To this end, the SSE plans to revise the SSE Review Rules for Major Assets Reorganization of Listed Companies on the SSE STAR Market (hereinafter referred to as the Review Rules) and the SSE Management Measures for the Listing Committee of the SSE STAR Market (hereinafter referred to as the Management Measures), and it is soliciting public opinions now.

The main contents to be revised in the Review Rules include: first, the review procedure of the M & A and Reorganization Committee is added for a sci-tech innovation company's application for asset purchase through share issuance. Reorganization and listing will be reviewed by the M & A and Reorganization Committee, instead of the Listing Committee of the SSE STAR Market. All the relevant clauses will be accordingly revised. Second, the time limit for review is adjusted and relevant calculation rules are improved. Consistent with the Securities Law, the time limit for the review of the reorganization application shall be specified as follows: from the date of acceptance, the total time for the review by the exchange and the registration at the China Securities Regulatory Commission (CSRC) shall not exceed three months; according to the review practice of the reorganization review authority and the need for examination by the M & A and Reorganization Committee, the review time of the exchange on an application for asset purchase through share issuance is adjusted to 60 days; meanwhile, some contents and wording are adjusted to be consistent with the revisions to the Securities Law and other related systems.

The main contents to be revised in the Management Measures include: first, the M & A and Reorganization Committee is established, with its responsibilities stipulated; second, it is stipulated that the performance of duties, the organization of meetings and the supervision of the review by the M & A and Reorganization Committee shall be subject to the relevant provisions of the Listing Committee of the SSE STAR Market.

The SSE will further improve the relevant rule drafts based on the public solicitation of opinions, and release and implement them upon fulfillment of procedures.

Attachments:

Notice on Soliciting Public Opinions on SSE Review Rules for Major Asset Reorganization of Listed Companies on SSE STAR Market (Revised in 2021) (Draft)

Notice on Soliciting Public Opinions on SSE Management Measures for Listing Committee of SSE STAR Market (Revised in 2021) (Draft)

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