CHINA Law and Practice Contributed by: Shuting Qi, Han Kun Law Offices
• investments, through which foreign investors obtain actual control over the target company, in important agricultural products, important energy and resources, important equipment manufactur - ing, important infrastructure, important transpor - tation services, important cultural products and services, important information technology and internet products and services, important financial services, key technologies, and other important fields that relate to national security. For any foreign investment that falls within the scope of national security review, if the parties concerned fail to make a filing as required by law, the authority will order them to make a national security filing within a time limit. Remedies could be imposed to address any national security concerns; however, transactions will be prohibited if the national security concerns cannot be addressed by any of the remedies. Non-filing or non-compliance carries severe risks including forced divestment, deal unwinding and reputational damage, making pre-closing national security review assess - ment and voluntary filing a critical risk-mitigation step for foreign investors. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments CSRC Restructuring Rule Revision On 16 May 2025, the CSRC issued Order No. 230 revising the Measures for the Administration of the Material Asset Restructuring of Listed Companies (the “2025 Restructuring Measures”). Key amend - ments include introducing an instalment payment mechanism for share consideration that extends the registration validity period to 48 months, creating a simplified review pathway for straightforward transac - tions, adjusting the lock-up requirements for mergers, and introducing incentives to encourage private funds to participate in listed-company acquisitions. As officially stated by the CSRC, these reforms are intended to deepen market-oriented corporate restructuring and streamline the regulatory regime for listed-company M&A. By enhancing payment flexibil - ity, shortening review timelines and encouraging long-
term capital participation, the revised measures have substantially improved deal certainty and efficiency, providing strong institutional support for industrial
consolidation and transformation. CSRC M&A Reform Guidelines
On 24 September 2024, the CSRC issued the Opin - ions on Deepening the Reform of the Merger and Acquisition Market of Listed Companies (the “M&A Six Guidelines”), which serve as a top-level policy framework for the next phase of listed-company M&A reform. The M&A Six Guidelines centre on advancing market-oriented restructuring, streamlining approval procedures, optimising lock-up requirements for share-based consideration, improving the flexibility of transaction payment mechanisms and encourag - ing private equity funds to increase their participation in listed-company acquisitions. The M&A Six Guidelines aim to enhance overall vital - ity in the M&A market, improve deal efficiency and certainty, and strengthen the capital market’s role in supporting industrial integration and upgrading. By simplifying regulatory processes, enhancing pay - ment flexibility and aligning incentives with long-term value creation, the package effectively supports listed companies in advancing industrial consolidation and facilitates the development of new productive forces. In 2025, following the full implementation of the M&A Six Guidelines and relevant supporting rules, the M&A market saw a marked uptick in activity. The number of newly disclosed restructuring transactions in 2025 reached over 600 deals, representing 1.4 times the level of the year before, while material restructuring transactions totalled approximately 90 deals, 3.3 times that of the previous year. The aggregate val - ue of completed material restructuring transactions exceeded CNY200 billion, equivalent to 11.6 times the figure from the year before. This trend underscores the effectiveness of the regulatory reforms in chan - nelling market resources towards growth and the real economy. 3.2 Significant Changes to Takeover Law In the past 12 months, China’s takeover law regime has undergone notable refinements through both leg - islative amendments and regulatory guidance.
311 CHAMBERS.COM
Powered by FlippingBook