China Securities Regulatory Commission on the revision of the management measures of listed company acquisition decisions of the 62nd and 63rd

    (February 14, 2012, China Securities Regulatory Commission to 77th, published since March 15, 2012), 62nd is revised as follows: "any of the following circumstances, the acquirer can be put from the China Securities Regulatory Commission to increase its stake to offer ways of application:

    (A) the purchaser and the transferor can prove that the transfer does not change the actual controllers of the listed companies;

    (B) the listed company faced serious financial difficulties, the acquirer's save the company's restructuring programme approved by the General Assembly of the company, and the acquirer within 3 years of commitment not to transfer its interest in the company owned by;

    (C) approved by the general meeting of shareholders of listed companies non-affiliated shareholders, the acquirer has listed companies to issue new shares, resulting in its stake in the company has an interest of more than 30% of the shares of the company, the acquirer within 3 years of commitment not to transfer this to the issue of new shares, and the company's shareholders agreed to buy from makes an offer;

    (D) the China Securities Regulatory Commission to adapt to the development of the securities market and the need to protect the interests of investors and that of other cases. Acquirer will submit the application documents meet the requirements for exemption, and in accordance with the approach set out in the report, the announcement, the China Securities Regulatory Commission is admissible; irregular or fails to perform the obligation of reporting, announcement, the China Securities Regulatory Commission was inadmissible. The China Securities Regulatory Commission within 20 working days after accepting an application for exemption, buyer applicants make a decision on whether to exempt specific matters; to claim exemption, the acquirer can complete the holdings. Acquisition people has Qian paragraph subsection (three) items provides case, but in its made listed company issued of shares Qian has has the company control right of, can from according to Qian paragraph provides submitted exemption application, lawyer on acquisition people about behavior published meet the items provides of special verification views and by listed company information disclosure Hou, acquisition people by issued shares of administrative license decided, according to securities registration settlement institutions of provides handle related matters.

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    II, and 63rd article modified for: "has following case one of of, party can to China SFC proposed from issued offer of application, China SFC since received meet provides of application file of day up 10 a days within not proposed objections of, related investors can to securities exchange and securities registration settlement institutions application handle shares transfer and transfer registration procedures; China SFC not agreed its application of, related investors should according to this approach 61st article of provides handle:

    (A) the approval by the Government or State-owned assets management for State-owned assets of the gratuitous transfer, change, merge, leading to investor has an interest in a listed company's shares accounted for more than 30% shares of the company;

    (B) in accordance with the approval of the general meeting of shareholders of listed companies to determine the price to certain shareholders to buy back shares and reducing equity, leading parties having an interest in the company's shares more than 30% shares of the company;

    (C) securities companies, banks and other financial institutions, within their scope of law engaged in underwriting, lending and other business left it holding shares of a listed company for more than 30%, there is no real control of the company's actions or intentions, and in the transfer of shares to non-related parties within a reasonable period of solution;

    (D) the China Securities Regulatory Commission to adapt to the development of the securities market and the need to protect the interests of investors and that of other cases.

    Any of the following circumstances, investors can avoid exemptions in accordance with the provisions of the preceding paragraph apply directly to the securities exchanges and securities registration and settlement organizations apply for transfer and registration of transfer of shares:

    (A) has an interest in a listed company's shares reach or exceed 30% shares of the company, one year after the date of this fact, every 12 months to increase its stake of no more than the company has issued 2% shares;

    (Ii) has an interest in a listed company's shares reach or exceed 50% shares of the company, continued to increase its interest in the company has not affected the company's listing;

    (Iii) resulting from an inherited stake in a listed company with interests in more than 30% shares of the company. Investors should be prescribed in the preceding paragraph upon completion of the changes in equity shares to increase its stake in the 3rd to make announcements, lawyers should be relevant for investors, change behavior and issued a special verification of compliance by listed companies be disclosed. Investors in accordance with the preceding paragraph (a), (b) provide centralized bidding for increasing our stake, increased the share ratio to 1% of the shares of the company, should be on the fact that the date of notification of listed companies, issued by a listed company on the next trading day advance announcement of shareholders holdings shares. Investors in accordance with the preceding paragraph (b) the provision of centralized bidding for increasing our stake, increased the share ratio to 2% of shares of listed companies, the fact day and publish the progress of shareholders holdings shares of listed companies may not increase its stake on the day of the announcement. The preceding paragraph (a) provides the holdings do not exceed 2% shares locked for a period of 6 months from the date of the increase.

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    This decision shall take effect on March 15, 2012. The corporate takeover regulations be revised according to this decision, republished.