China: 浅析分拆上市

Last Updated: 30 April 2019
Article by DeHeng Law Offices
Most Read Contributor in China, June 2019

分拆上市,是指上市公司将控制的境内或境外权益从上市公司中独立出来单独公开发行股票并上市的行为。长期以来,A股上市公司分拆控股子公司在境内上市尚未有成功案例。

近期随着科创板的相关规定陆续出台,A股上市公司分拆控股子公司在政策层面放开已初见端倪。

根据相关媒体报道,证监会与上交所已经着手制定分拆上市细则,传言的部分要求如下:

1.上市公司(母公司)规模大:上市满5年、3个月平均市值大于150亿、3年合计扣非净利润大于10亿。

2.分拆上市主体(子公司)的业务有别于原上市公司的主营业务:分拆主体业务净利润占原公司比例小于50%、净资产小于30%。

2019年4月8日,东港股份(002117)发布了《关于控股子公司股份制改制的公告》,公司控股子公司东港瑞云数据技术有限公司拟股份制改制并整体变更设立股份有限公司,更名为东港瑞云数据技术股份有限公司,之后在符合单独上市条件时,申请在国内A股单独上市融资,优先考虑在科创板申请上市。

东港股份系迄今为止首家明确分拆子公司科创板上市的A股上市公司。

在A股上市公司分拆子公司的相关细则正式出台前,笔者认为有必要对截至目前的境内外分拆上市的相关规定及案例做以小结,与各位共同学习探讨。

以下将从分拆上市的分类、规定、案例及监管关注点及主要条款予以浅析。

一、分 类

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