What are the lock up rules for mergers and acquisitions?

**Brokers, there are many names in the industry. Dapeng ** is called FC, that is, Finance Consultant, financial consultant. Fuyou** calls it the sales team. The more popular terms are generally investment consultants.

However, strictly speaking, none of the 90 brokers working on the market today are really brokers. A real broker must be an independent broker.

The broker has the function of sales, he needs to sell the product to the customer, and then get the spread or commission. However, he must be selling from the customer's point of view. In a sense, brokerage is resource allocation.

**Customers in the market need two kinds of services: hardware services, that is, channel services; Software services, i.e. consulting information services. In China's leading market, there is no leading company that can meet the needs of customers in an all-round way.

It is likely that customers need the hard channel service of Galaxy ** and the information service of Shenwan Research Institute. As a broker, you should integrate these services and package them to your customers. That's what a broker should really do.

Therefore, the real ** broker is the work of resource allocation from the perspective of customer needs, and is definitely not the sales representative of a ** company. And now, a Galaxy** agent is helpless for a client who doesn't like the Galaxy channel (or the location of the sales department). Independent brokers, on the other hand, should not be in this situation.

Broadminded and knowledgeable.

Either you should wash this bowl by hand, don't think about anything else

Article 74 of the Administrative Measures for the Acquisition of Listed Companies stipulates that: "In the acquisition of a listed company, the shares of the acquired company held by the acquirer shall not be transferred within 12 months after the completion of the acquisition. The transfer of shares in which the acquirer has an interest in the acquired company between different entities controlled by the same actual controller is not subject to the aforesaid 12-month restriction, but shall comply with the provisions of Chapter VI of these Measures.

From the perspective of the legislative intent, this provision is for the stability of the controlling stake of the listed company after the acquisition, and to avoid the excessive frequency of changes in the controlling stake that will have a negative impact on the operation of the listed company, thereby causing damage to the interests of public investors.

1. What are the types of lock-up periods for M&A and restructured targets?

The relevant laws and regulations only stipulate the minimum requirement for the lock-up period, which is a higher requirement for the lock-up period of the listed shares acquired by the counterparty in the material asset restructuring in the actual transaction plan.

The lock-up period arrangements of listed companies are mainly divided into the following types:

1) Lock-up for 36 months or more;

2) 12 months lock-up;

3) Solve the company name in installments according to a simple percentage.

4) Unlock in installments according to the percentage of promised profit;

2. What are the legal provisions for the lock-up period for mergers and acquisitions?

1) Measures for the Administration of Major Asset Restructuring of Listed Companies

Article 45 The shares of a listed company obtained by a specific target through asset subscription shall not be transferred within 12 months from the date on which the issuance of shares is completed; It cannot be transferred within 36 months under any of the following circumstances:

1. The specific target is the controlling shareholder, actual controller or related person controlled by the listed company;

2. The specific object obtains the actual control of the listed company by subscribing to the shares issued by the company;

3. When a specific object obtains the shares issued this time, it has continued to have an interest in the assets used to subscribe for the shares for less than 12 months.

2) "Detailed Rules for the Implementation of Non-public Offerings of Listed Companies".

Article 9 If the issuance object belongs to one of the following situations, the specific issuance object and its subscription or pricing principles shall be determined by the non-public offering resolution of the board of directors of the listed company and approved by the general meeting of shareholders; The subscribed shares are not transferable for a period of 36 months from the date of the closing of the offering:

1. The controlling shareholder, actual controller or related persons controlled by the listed company;

2. Investors who obtain the actual control of the listed company by subscribing for the shares issued by the company;

3. Domestic and foreign strategic investors to be introduced by the board of directors.

Summary. The lock-up period arrangements of listed companies are mainly divided into the following types:

1) Lock-up for 36 months or more;

2) 12 months lock-up;

3) Solve the company name in installments according to a simple percentage.

4) Unlock in installments according to the percentage of promised profit;

2. What are the legal provisions for the lock-up period for mergers and acquisitions?

1) Measures for the Administration of Major Asset Restructuring of Listed Companies

Article 45 The shares of a listed company acquired by a specified target by subscribing for assets shall be completed from the end of the issuance of shares.

When to lock in the stock price of a major asset restructuring.

The lock-up period arrangements of listed companies are mainly divided into the following types: (1) lock-up for 36 months or longer; 2) 12 months lock-up; (3) Solve the name of the company in installments according to the simple percentage, (4) Unlock the company in installments according to the percentage of promised profits; 2. What are the legal provisions for the lock-up period for mergers and acquisitions? (1) Article 45 of the Administrative Measures for the Restructuring of Listed Companies' Assets shall be completed from the end of the issuance of shares.

Hope it helps.

What I want to ask is the determination of the transaction?

Whether the trading consideration is locked in after the suspension or when it is.

Ask about custom messages].

In order to take into account the price lock needs of the restructuring of major assets and the trading rights of investors, only the restructuring of Zheng Huifu in the form of shares is allowed to apply for suspension of trading, and the suspension and dismantling time shall not exceed 10 trading days.

1. **Which is easy to limit.

2. Share lock-up caused by acquisition.

3. Share lock-up triggered by the exemption from the offer.

4. Restructuring of non-public offering lock-in.

5. Executives' shareholdings are locked and fixed.

6. Performance compensation locks in the side.