In order to perfect the delisting system for listed companies, the Shanghai Stock Exchange (SSE) has amended contents related to the delisting system in the “SSE Stock Listing Rules (Revised in 2013)” (the original “Listing Rules”), according to the “Opinions on Reform, Improvement and Implementation of the Delisting System of Listed Companies” of the China Securities Regulatory Commission (CSRC). On this basis, the SSE has formulated the “SSE Stock Listing Rules (Revised in 2014)” (the new “Listing Rules”), which has been discussed and approved by the SSE’s Board of Governors and obtained approval from the CSRC. The SSE hereby releases the new “Listing Rules”, which will take effect on November 16, 2014, and the original “Listing Rules” will be abolished at the same time.
For smooth implementation of the new "Listing Rules", the SSE hereby announces the relevant arrangements for the issues concerning the application of the original and the new rules as follows:
First, the original "Listing Rules" will still be applicable to companies delisted before the new "Listing Rules" takes effect, if these companies apply for re-listing within 36 months since the new "Listing Rules" takes effect.
Second, the applicable standard for relevant content of “If a company conducts significant assets reorganization and changes actual controller before applying for re-listing, it will meet the conditions for back-door listing stipulated in the ‘Administrative Measures for Significant Asset Reorganization of Listed Companies’ of the CSRC.”, according to Item 5 of Clause I of Article 14.4.1 in the original "Listing Rules", is hereby specified as follows:
In case that the controlling right of the company is changed, since the day the change takes effect, if the total amount of assets purchased by the company from the buyer and the buyer’s related parties accounts for over 100% of the total amount of the end-of-period assets in the audited consolidated financial accounting report in the latest fiscal year before the change of the company’s controlling right, the corresponding business entity whose assets are purchased by the company should be a corporation limited or a company with limited liability.
Such issues as the business performance of the above-mentioned business entity should meet the conditions for back-door listing stipulated in the “Administrative Measures for Significant Asset Reorganization of Listed Companies” of the CSRC, with the calculation standard based on the time when the company applies for re-listing. If the business entity fails to be audited independently according to the "Accounting Standard for Business Enterprises" when the company applies for re-listing, the calculation standard will be based on the time when the business entity is injected into the company, and applicable to the back-door listing conditions stipulated in the “Administrative Measures for Significant Asset Reorganization of Listed Companies” of the CSRC at that time.