Administrative measures for the non-material asset reorganization of listed public company
(June 23, 2014 103th China Securities Regulatory Commission announced July 23, 2014) Chapter I General provisions
First article to specification non-listed public company (following referred to public company) major assets restructuring behavior, protection public company and investors of lawful rights and interests of, promote public company quality constantly improve, maintenance securities market order and social public interests, according to company law, and securities method, and State on national SMEs shares transfer system about problem of decided, and State on further optimization Enterprise merger restructuring market environment of views and the other related legal, and administrative regulations, developed this approach.
Second approach applies to shares in national SME share transfer system (hereinafter referred to as the national stock transfer system) transfers of public material asset reorganization of a public company.
Material asset reorganization mentioned in these measures refers to public companies and their holding or control the day-to-day business activities of the company in purchasing assets transactions, sale of assets or otherwise, led to significant changes in the company's business and assets of the public asset transactions.
Public companies and their holding companies buy, sell assets or control, to one of the following criteria, constitute a major asset restructuring:
(A) buy, sell assets amounted to a public company's last audited consolidated financial statements for the fiscal year ending total assets ratio is above 50%;
(B) the purchase, sale of assets net public company's most recent audited consolidated financial statements for the fiscal year ending net assets ratio of more than 50%, and purchase, sale of assets amounted to a public company's last audited consolidated financial statements for the fiscal year ending total assets ratio of more than 30%.
Public companies issue shares to buy assets hit indicators listed in this article, the relevant requirements shall be in accordance with these measures.
Third major asset restructuring of a public company, shall comply with the following requirements:
(A) significant asset restructuring involving asset pricing fair, there is no harm to the public and the legitimate rights and interests of the shareholders of the company;
(B) clear the ownership of major assets restructuring involving asset, ownership or transfer of assets there were no legal obstacles related debtor-creditor legal assets being purchased, should be clear ownership of productive assets;
(C) the implementation of major assets the rationalisation will help improve public asset quality and enhancing sustainable business capacity, may lead to a public company does not exist after reorganization, the main assets for cash or where no specific operations;
(D) the implementation of major assets restructuring is conducive to public companies forming or maintaining a sound and effective corporate governance structure.
Fourth major asset restructuring of public companies, relevant parties should be timely and fair disclosure or provision of information, to ensure that the disclosure or provision of information is true, accurate and complete, and may not have any false record, misleading statement or material omission.
Fifth public company directors, supervisors and senior managers in major asset restructuring, honesty, diligence, maintenance of public safety of the company's assets, protection and the legitimate rights and interests of all the shareholders of a public company. Sixth major asset restructuring of public companies should appoint an independent financial adviser, law firms and securities and futures-related business qualification services of accounting firms and other securities issued by the relevant views. Public company shall retain the hosting broker to provide mentoring services for independent financial advisers, but affect independence, financial consulting limited, who are not except as an independent financial adviser.
Public companies can also hire other organizations to provide advisory services to its major assets restructuring.
For public company major assets restructuring provides service of securities service institutions and the personnel, should comply with legal, and administrative regulations and China Securities supervision Management Committee (following referred to China SFC) of about provides, followed this industry recognized of business standard and moral specification, strictly perform duties, shall not seek not due interests, and should on its by making, and issued file of authenticity, and accuracy and integrity bear responsibility.
Seventh article of any units and individuals aware of material asset reorganization of information in accordance with the law of a public company before the disclosure of confidential, material asset reorganization of a public company information must not be used to engage in insider trading, market manipulation and other illegal activities.
Chapter material asset reorganization for information management
Eighth public company and the counterparty for preliminary discussions on material asset reorganization, effective security measures shall be taken, and limit the access scope of sensitive information, and participation in or knows the material asset reorganization information related to sign confidentiality agreements. Nineth public company and its controlling shareholder, actual control and other related research on the subject of material asset reorganization, planning, decision-making, in principle, should be in the stock was suspended after the transfer or non-transfer time, and try to simplify the decision-making process, increase efficiency, reduce decision-making time frames, narrowing the scope of inside information insiders as possible.
If required to the relevant departments for policy advice, evaluation, should be carried out after the suspension of transfer of shares. Tenth planning material asset reorganization of a public company should be recorded every specific step in the progress of the planning process, including deliberations relevant programmes, relevant intent, signed agreements or letters of intent for time, location, participation in the deliberation and resolution institutions and personnel, and so on, making a written memorandum of the transaction process and be properly preserved.
All personnel involved in each specific link shall sign the memorandum immediately confirmed.
Public company shall, in accordance with the national provisions of share transfer system timely inside information insiders registration process.
11th in the planning of public material asset reorganization phase, preliminary or substantive intent the parties did not reach a substantive intent, but information has been in the media transmitted or expected this information to secret or abnormal fluctuation of stock transfer by the company, public company shall promptly inform the national system to apply for suspension of transfer of shares of stock transfer.
12th plan, implement public material asset reorganization and related disclosure obligations shall be equitable to all investors could have a greater impact on the transfer price of the stock of a public company information may not be leaked selectively to a particular object.
Shareholder, actual control of the company, as well as participation of the public material asset reorganization planning, demonstration, decision making and other aspects of other relevant institutions and persons, should be to inform the public timely and accurate information, and public company disclosure of timely, accurate and complete.
Chapter III major asset restructuring program
13th major assets restructuring in the public company, shall be by the Board of Directors in accordance with a resolution and submitted to the general meeting of shareholders. 14th public company Board resolution material asset reorganization, shall disclosure resolutions at the same time this material asset reorganization report, independent financial consultancy, legal opinions and restructuring related to audit reports, appraisal reports (or valuation report).
Board of Directors shareholders ' meeting should be arranged and disclosure. If the material asset reorganization of a public company for the first time before the Board meeting, related assets not yet completed the audit work, disclosed for the first time the Board resolutions shall be disclosed material asset reorganization plan and verification of independent financial advisers to plan for comment. Public companies should be disclosed in significant asset restructuring plan within 6 months after completion of the audit work, and reconvene the Board, disclosed in conjunction with the resolution of the Board to disclose material asset reorganization report, an independent financial consultant reports, legal opinions, as well as the material asset reorganization involving the audit reports, appraisal reports (or valuation report).
Board of Directors shareholders ' meeting should be arranged and disclosure. 15th General meeting resolutions on material asset reorganization matters, must be approved by the 2/3 of the votes held by shareholders attending the meeting adopted. Number of shareholders of a public company for more than 200 people, should attend the meeting's stake in 10% implementation follows the shareholders vote counting alone.
After resolution, the company shall promptly disclose to the public vote.
Referred to in the preceding paragraph 10% follows the shareholders holding, does not include directors, supervisors and senior managers of public companies and its affiliates above 10% shareholders ' Association and holding people.
Public material asset reorganization of the company and shareholders of the company or its associated relationship, when shareholders vote on material asset reorganization and affiliated shareholders should withdraw from voting.
16th Visual situation specified in the articles of incorporation of a public company providing network voting system for shareholders to participate in general meeting of shareholders; delisted company to apply security and convenient network facilitating voting for shareholders to participate in general meeting of shareholders.
17th material asset reorganization of a public company you can use cash, shares, convertible bonds, preferred stock and other means of payment to purchase assets. Shares, convertible bonds, preferred stock and other means of payment to purchase assets, its means of payment the price negotiated by the parties themselves, pricing can refer to the public within a certain period before the convening of the Board shares market price and net price-earnings ratio, or ratio of comparable companies in the same industry.
Board pricing method and basis should be fully disclosed.
18th article public company major assets restructuring not involved issued shares or public company to specific object issued shares purchase assets Hou shareholders cumulative not over 200 people of, by shareholders Assembly resolution Hou, should in 2 a days within will major assets restructuring report book, and independent financial consultant report, and legal submissions and restructuring involved of audit report, and assets assessment report (or assets valuation report), information disclosure file submitted national shares transfer system.
National stock transfer system the completeness of information disclosure of these documents should be reviewed.
19th public company to issue shares to buy assets for a particular object material asset reorganization of shareholders after more than 200 people, by resolution of a general meeting, shall, in accordance with relevant regulations of the China Securities Regulatory Commission the preparation of application documents and apply for approval.
After the China Securities Regulatory Commission accepts application documents, according to the audit, within 20 working days to approve, suspend approval, termination, review, decisions that are not approved.
Material asset reorganization to the 20th General meeting of shareholders resolution, public company trading, trading, transaction prices and other changes constitute the original restructuring plan major changes, should again after a vote of the Board submitted to the general meeting of shareholders and in accordance with the regulations to the national stock transfer system to submit disclosure documents or reintroduced to the China Securities Regulatory Commission approved the application.
Material asset reorganization after the resolution of the General Assembly of the shareholders, resolutions of the Board of a public company to terminate the deal or withdraw the application, it shall explain the reasons and disclosed and submitted to the general meeting of shareholders.
21st public companies receive the China Securities Regulatory Commission will issue shares to buy major assets of assets reorganization approved, suspended audits, terminates the examination, not to approve the decision, disclosure shall, within 2 working days.
Not approved by the China Securities Regulatory Commission, China Securities Regulatory Commission to make decisions that are not approved within 3 months from the date, the China Securities Regulatory Commission does not accept the public material asset reorganization of companies issuing shares to buy assets.
22nd major asset restructuring of public companies, public commitments to be made by the parties, shall at the same time failed to honour its promise of restraint measures and proposed disclosure.
National stock transfer system should be strengthened to fulfill a public commitment of supervision and restraint, for not meeting their commitments to take self-regulatory measures.
23rd public material asset reorganization completed ratification procedures, should implement a restructuring programme in a timely manner, and the material asset reorganization within 2 working days from the date of completion, preparation and disclosure implementation report and independent financial advisers, lawyers and professional input.
Delisting material asset reorganization involving shares of the company, from the China Securities Regulatory Commission is received within 60 days from the date of approval documents, the material asset reorganization is not implemented, delisting the company should be disclosed within 2 working days after the expiry of the implementation progress once every 30th thereafter shall be disclosed until completion. 24th independent financial advisers should be in accordance with the relevant provisions of the China Securities Regulatory Commission, on the implementation of major public companies carrying out continuous supervision responsibilities of asset reorganization.
Continuous supervision of the period from the date of completing the material asset reorganization of a public company, no less than a full fiscal year.
25th independent financial advisers should be combined with a material asset reorganization of a public company to implement the year and upon completion of the first full fiscal year's annual report, from the date of the disclosure in the 15th, material asset reorganization provide continuous supervision of the following matters, submitted to the national stock transfer system, and disclosure:
(A) transactions of delivery or transfer of assets;
(B) transaction fulfillment of the commitment by the parties and a failure to fulfil commitments related to implementation of the measures of constraint;
(C) corporate governance structure and operation;
(D) the material asset reorganization of company operations, business performance conditions;
(E) achievement of the earnings forecast (if any);
(Vi) differences with our announced restructuring programmes of other matters.
26th article this material asset reorganization involving shares of, a particular object with assets acquired shares of a public company, within 6 months from the closing date of the issue of shares may not be transferred belonging to one of the following circumstances, it shall not be transferable within 12 months:
(A) specific objects to the public company's controlling shareholder, actual control or the control of associated persons;
(B) a specific object through the subscription of the shares of the public company effective control;
(C) specific object has this issue of shares, assets continues to own the rights to its used to subscribe for the shares of time of less than 12 months.
Fourth regulatory and legal liability
27th national stock transfer system to the public material asset reorganization of the company management.
National system for transfer of shares involving material asset reorganization of a public company's stock should be suspended and resume transfer, to prevent insider trading and other institutional arrangements; to the public material asset reorganization of the company during the real-time stock transfer, establish the verification mechanisms of the market, and continuous monitoring of transfers of shares in subsequent phases.
Should urge the national stock transfer system information disclosure obligations of public companies and people to perform their duty to disclose the information, material asset reorganization information disclosure of public companies file a violation of laws, administrative regulations and the provisions of the CSRC should be reported to the CSRC, and take self-regulatory measures are serious, should be required to suspend a major reorganization of assets.
National stock transfer system should urge independent financial advisers providing services for public companies honest, diligent, found that independent financial advisers have violated laws, administrative regulations and the provisions of the CSRC should be reported to the CSRC, and take self-regulatory measures.
28th the CSRC to supervise and administer the public material asset reorganization of the company.
China Securities Regulatory Commission found that public companies make significant asset restructuring in accordance with the approach set out in information disclosure and the related obligations, may damage the company or of investors ' legitimate rights and interests of the public, the power to require additional disclosure of relevant information, suspension, or termination of its major assets restructuring; the right to public companies and securities service institutions to take the measures specified in section 180th of the Securities Act. 29th article major assets restructuring implementation finished Hou, where not belongs to public company management layer prior cannot informed and after cannot control of reasons, purchase assets achieved of profit not reached profit forecast report or assets assessment report forecast amount of 80%, or actual operation situation and major assets restructuring report book exists larger gap of, public company of Chairman, and General Manager, and financial head should in public company disclosure annual report of while, made explained, and to investors public apologized
; 50% of profit does not meet the forecast amount, the China Securities Regulatory Commission for public companies and related responsible personnel monitoring conversations, issue a letter of warning, ordering regular reports and other regulatory measures.
30th article public company or other information disclosure obligations people not according to this approach of provides disclosure or submitted information, and report, or disclosure or submitted of information, and report has false records, and misleading sex statement or major missed of, ordered corrected, in accordance with securities method 193th article be punishment; plot serious of, ordered stop major assets restructuring, and can on about responsibility personnel take market ban into of measures.
CSRC also can be taken within 36 months since the date of its confirmation does not accept an application for public company with introduction of regulatory measures.
31st article public company director, and prison thing and senior management personnel in major assets restructuring in the, not perform honest and trustworthy, and diligent due diligence obligations, led to restructuring programme damage public company interests of, take ordered corrected, and regulatory talk, and issued warning letter, regulatory measures; plot serious of, for administrative punishment, and can take market ban into of measures; suspected crime of, law transferred judicial organ held criminal.
32nd article for major assets restructuring issued financial consultant report, and audit report, and legal submissions, and assets assessment report (or assets valuation report) and the other professional file of securities service institutions and practitioners not perform honest and trustworthy, and diligent due diligence obligations, violation industry specification, and business rules of, take ordered corrected, and regulatory talk, and issued warning letter, regulatory measures; plot serious of, in accordance with securities method No. 226 article be punishment. Qian paragraph provides of securities service institutions and practitioners by making, and issued of file exists false records, and misleading sex statement or major missed of, ordered corrected, in accordance with securities method No. 223 article be punishment; plot serious of, can take market ban into of measures; suspected crime of, law transferred judicial organ held criminal; in addition, China SFC depending on plot weight, since confirmed of day up take 3 months to 12 months within not accept the institutions issued of related special file, and
12 months to 36 months does not accept signature special documents issued by regulatory measures.
Article 33rd in violation of the regulations of securities violations, mutatis mutandis, the provisions of the Securities Act and other laws and regulations shall be investigated for legal responsibility.
34th the CSRC public material asset reorganization of parties in violation and corrective action recorded in the credit file.
The fifth chapter by-laws
35th when calculating the percentage provided for in article II of this approach, shall comply with the following requirements:
(A) purchase of assets for equity of, and purchase equity led to public company made was investment enterprise holding right of, its assets total to was investment enterprise of assets total and sold amount both in the of high who for associate, assets net amount to was investment enterprise of net worth amount and sold amount both in the of high who for associate; sold equity led to public company lost was investment enterprise holding right of, its assets total, and assets net amount respectively to was investment enterprise of assets total and net worth amount for associate.
Apart from the cases provided for in the preceding paragraph, the purchase of assets for equity, its total assets, net assets were subject to turnover; the sale of assets to equity, its total assets, net assets are based on the book value of equity shall prevail.
(Ii) purchase of assets for non-equity assets of, its assets total to the assets of account face value and sold amount both in the of high who for associate, assets net amount to related assets and liabilities book value of difference and sold amount both in the of high who for associate; sold of assets for non-equity assets of, its assets total, and assets net amount respectively to the assets of account face value, and related assets and liabilities book value of difference for associate; the non-equity assets not involved liabilities of, not applies second article third paragraph subsection (ii) items provides of assets net amount standard.
(C) public company purchase, sale of assets, relevant proportion shall be computed separately buy, sell assets, and whichever whichever is the higher. (D) public company within 12 months of continuous on the same or related assets purchase, sale, with its cumulative number computed a corresponding amount.
Consistent with the approach set out in the corresponding asset transactions, not within the scope of accumulated.
Trading assets are owned or controlled by the same transaction, or belong to the same or a similar business, or under other circumstances recognized by the China Securities Regulatory Commission, can be identified as the same or related assets.
Article 36th to subscribe in cash for a particular object after the directed issue of shares of a public company, a public company with an introduction to raise funds to buy assets from that particular object material asset reorganization of standard procedures apply.
37th public material asset reorganization involving the issuance of convertible bonds, preferred stocks, and other means of payment, shall comply with the securities law, the State Department on preferred stock pilot guidance and the relevant provisions of the CSRC.
Article 38th as a material asset reorganization of a public company providing services of independent financial advisory business licenses, business rules, and legal responsibilities of listed company mergers and financial advisory business management in accordance with the relevant provisions of the measures implemented.
39th delisting the company complies with the China Securities Regulatory Commission and stock exchange listed conditions under law may apply to the stock exchange.
40th stock is not the national stock transfer system exposes significant asset restructuring performance of public companies for the transfer of decision-making procedures and content of information disclosure, mutatis mutandis, the relevant provisions of the measures implemented. 41st these measures come into force on July 23, 2014.