China Securities Regulatory Commission to amend material asset reorganization of listed companies and related financing decision of the relevant provisions of
(Released August 1, 2011, China Securities Regulatory Commission, the 73rd since as of September 1, 2011) To implement implementation State on promote enterprise merger restructuring of views (country sent [2010]27,) of about provides, support enterprise using capital markets carried out merger restructuring, promote industry integration and industry upgrade, further specification, and guide take shell listed activities, perfect listed company issued shares purchase assets of system provides, encourages listed company to equity, and cash and the other financial innovation way as merger restructuring of paid means, widened merger restructuring financing channel, improve merger restructuring efficiency.
Related matters are hereby decides as follows: A, and in listed company major assets restructuring management approach (following referred to restructuring approach) 11th article Hou increased a article, as 12th article: "since control right occurred change of day up, listed company to acquisition people purchase of assets total, accounted for listed company control right occurred change of Qian a fiscal year by audit of merged financial accounting report final assets total of proportion reached 100% above of, except meet this approach tenth article, and 42nd article provides of requirements outside, Listed company purchases assets corresponding to the continuous operations of operational entities shall, within 3 years, net profit in the last two fiscal years are positive and more than 20 million Yuan.
Purchased assets of listed companies belonging to specific industries such as finance, venture capital, otherwise specified by the CSRC. Qian paragraph provides of major assets restructuring completed Hou, listed company should meet China SFC on listed company governance and specification operation of related provides, in business, and assets, and financial, and personnel, and institutions, aspects independent Yu holding shareholders, and actual control people and control of other enterprise, and holding shareholders, and actual control people and control of other enterprise between not exists peer competition or explicit lost fair of associated trading.
”
Second, the 12th article of the restructuring measures in the "calculate the proportions prescribed in the preceding article" amended to "calculate the approach set forth in 11th, 12th proportions". The first paragraph of article (d) is amended as "listed companies within 12 months of continuous on the same or related assets purchase, sale, with its cumulative number computed a corresponding amount. In accordance with the provisions of the measures reported to the asset transactions approved by the China Securities Regulatory Commission, not within the scope of accumulated, but except in circumstances prescribed in the article 12th.
”
Three, and will restructuring approach 17th article in the of "listed company intends for this approach 27th article first paragraph subsection (a), and (ii) items provides of major assets restructuring and issued shares purchase assets of" modified for "listed company intends for this approach 28th article first paragraph subsection (a) to (three) items provides of major assets restructuring and issued shares purchase assets of".
The four article in the 27th in the restructuring measures, an additional, as that paragraph (a): "in accordance with the provisions of article 12th." Five article 35th of the restructuring measures, and be amended as: "independent financial adviser shall, in accordance with the relevant provisions of the China Securities Regulatory Commission, on the implementation of major assets restructuring of listed companies carrying out continuous supervision responsibilities. Continuous supervision of the period from the date of the material asset reorganization approved by the China Securities Regulatory Commission, shall be not less than one fiscal year. Implementation of the provisions of article 12th major assets restructuring, continuous supervision of the period from the date of the material asset reorganization approved by the China Securities Regulatory Commission, shall be not less than 3 fiscal years.
” Six, and in restructuring approach 36th article in the increased a paragraph, as second paragraph: "independent financial consultant also should combined this approach 12th article provides of major assets restructuring implementation finished Hou of second to third a fiscal year of annual report, since annual report disclosure of day up 15th within, on Qian paragraph subsection (ii) to (six) items matters issued continued steering views, to sent institutions report, and be announcement.
” Seven, and in restructuring approach 41st article in the increased a paragraph, as second paragraph: "listed company for promote industry or industry integration, enhanced and existing main business of collaborative effect, in its control right not occurred change of situation Xia, can to holding shareholders, and actual control people or its control of associated people zhiwai of specific object issued shares purchase assets, issued shares number not below issued Hou listed company total equity of 5%; issued shares number below issued Hou listed company total equity of 5% of, Board, and Junior listed company intends to purchase the transaction amount is not less than 100 million yuan of assets, gem-listed company intends to acquire the transaction amount is not less than 50 million yuan of assets.
” Eight, in an article shall be added after the 41st of the restructuring measures, as the 43rd: "listed companies to issue shares to buy assets that can raise some funds, its pricing in accordance with the relevant existing regulations.
” Nine, the implementing rules of the non-public offering of shares of listed companies (hereinafter referred to as the regulations) article is revised as follows: "significant asset restructuring programme relates to the China Securities Regulatory Commission issued rules, related to its financing in accordance with the existing regulations.
”
Ten, this decision shall take effect on September 1, 2011.
The measures for the restructuring and the corresponding changes in the implementing rules in accordance with this decision, republished.
Report: major assets restructuring of listed companies management 2011 (revised)
(March 24, 2008 Chairman of the China Securities Regulatory Commission No. 224 Office will consider for adoption, August 1, 2011, the China Securities Regulatory Commission on the amendments to the listing company material asset reorganization and the necessary revision of the financing decision of the relevant provisions)
Chapter I General provisions
First in order to regulate the material asset reorganization of listed companies, protecting the legitimate rights and interests of the listed companies and investors, and continuously improve the quality of listed companies and maintain order in the market and public interest, in accordance with the company law and the securities law and other laws, administrative laws and regulations, these measures are formulated.
Second method applies to listed companies and their holding or control the day-to-day business activities of the company in purchasing assets transactions, sale of assets or otherwise meet the prescribed percentage, led to the listed company's main business, assets, significant changes in the income of asset transactions (hereinafter referred to as major assets restructuring).
Listed companies to issue shares to buy assets shall be in accordance with the regulations.
Listed company under the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) approved the issuance of documents to raise funds, used to raise money to buy assets, foreign investment, these procedures do not apply.
Article any unit or individual may make use of significant asset restructuring harm the legitimate rights and interests of the listed companies and their shareholders.
Article fourth major assets restructuring of listed companies, relevant parties must 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 of listed company directors, supervisors and senior managers in major asset restructuring activities, honesty and trustworthiness, diligence, maintenance of safety of the company's assets.
Protection of the legitimate rights and interests of the company and all the shareholders.
Article sixth securities service institutions that provide services as a material asset reorganization and personnel shall abide by the laws, administrative regulations and the relevant regulations of the China Securities Regulatory Commission, following industry-recognized business standards and ethics, strictly fulfill their duties, shall not seek illegitimate interests, and that it should make, documents issued by the authenticity, accuracy and completeness of responsibility.
Seventh article of any material asset reorganization information or personal confidential by law before the disclosure of confidential information.
Any unit and individual is prohibited uses of material asset reorganization information to engage in insider trading, market manipulation and other illegal activities.
Article eighth CSRC material asset reorganization of listed company supervision.
Nineth issuance examination Committee of China Securities Regulatory Commission in the establishment of the Audit Committee of listed company mergers and (hereinafter referred to as m), by vote vote on material asset reorganization applications submitted for its consideration, proposed an audit opinion.
Chapter II principles and standards for major assets restructuring
Tenth major assets restructuring of listed companies shall comply with the following requirements:
(A) in line with national industrial policy and on environmental protection, land management, anti-monopoly provisions of laws and administrative regulations;
(B) does not result in listed companies stock listing conditions are not met;
(C) significant asset restructuring involving asset pricing fair, there is no damage and the legitimate rights and interests of the shareholders of the listed company;
(D) clear the ownership of major assets restructuring involving asset, ownership or transfer of assets there were no legal obstacles related debtor-creditor legal;
(E) to enhance the continued viability of listed companies, may cause does not exist after reorganization of listed companies, the main assets for cash or where no specific operations;
(F) the benefit of listed companies in the business, assets, financial, personnel, institutions and other people associated with the actual control and to maintain independence, in line with the relevant provisions of the CSRC on the listed company's independence;
(VII) facilitates the formation of listed companies, or to maintain sound and effective corporate governance structure.
11th listed 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 listed company recently audited consolidated financial statements for the fiscal year end total assets ratio is above 50%;
(B) the purchase, sale of assets in the most recent fiscal year, the operating income of period audited consolidated financial accounting report of listed companies operating income ratio to more than 50%;
(C) purchase, sale of listed net assets of the company's most recent fiscal year, audited consolidated financial accounting reports final net assets ratio to more than 50%, and over 50 million Yuan.
Buy, sell assets does not meet the standards prescribed in the preceding paragraph, but the CSRC found that there may be damage to listed companies or investors ' legitimate rights and interests of major problem, based on the principle of prudent supervision ordered disclosure of listed company in accordance with the provisions of supplement-related information, suspend the transaction and submit application documents.
12th article since control right occurred change of day up, listed company to acquisition people purchase of assets total, accounted for listed company control right occurred change of Qian a fiscal year by audit of merged financial accounting report final assets total of proportion reached 100% above of, except meet this approach tenth article, and 42nd article provides of requirements outside, listed company purchase of assets corresponds to of business entity continued business time should in 3 years above, recently two a fiscal year net profit are for positive and cumulative over Yuan 20 million Yuan.
Purchased assets of listed companies belonging to specific industries such as finance, venture capital, otherwise specified by the CSRC.
Qian paragraph provides of major assets restructuring completed Hou, listed company should meet China SFC on listed company governance and specification operation of related provides, in business, and assets, and financial, and personnel, and institutions, aspects independent Yu holding shareholders, and actual control people and control of other enterprise, and holding shareholders, and actual control people and control of other enterprise between not exists peer competition or explicit lost fair of associated trading.
13th calculating the proportion provided for in article 11th, 12th, and shall comply with the following requirements: (A) purchase of assets for equity of, its assets total to was investment enterprise of assets total and the items investment by accounted for equity proportion of product and sold amount both in the of high who for associate, business income to was investment enterprise of business income and the items investment by accounted for equity proportion of product for associate, assets net amount to was investment enterprise of net worth amount and the items investment by accounted for equity proportion of product and sold amount both in the of high who for associate; sold of assets for equity of, its assets total, and
Business income and assets total net assets of the investee enterprise, respectively, operating income and net assets and the investment product of the proportion of equity shall prevail.
Purchase equity led to listed 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, business income to was investment enterprise of business income 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 listed company lost was investment enterprise holding right of, its assets total, and business income and assets net amount respectively to was investment enterprise of assets total, and business income and net worth amount for associate.
(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 of account face value 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 11th article first paragraph subsection (three) items provides of assets net amount standard.
(C) the purchase of listed companies, sale of assets, relevant proportion shall be computed separately buy, sell assets, and whichever whichever is the higher. (D) the listed company within 12 months of continuous on the same or related assets purchase, sale, with its cumulative number computed a corresponding amount.
In accordance with the provisions of the measures reported to the asset transactions approved by the China Securities Regulatory Commission, not within the scope of accumulated, but except in circumstances prescribed in the article 12th.
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.
14th through other means referred to in article II herein asset transactions, including the following:
(A) with another new enterprise, owned and managed by enterprises increase or reduction has been set up;
(B) entrusted with the operation, leasing other assets or business assets entrusted management, leasing;
(C) accept the obligations of gift or donation of assets of foreign assets;
(D) other cases identified by CSRC based on prudent regulatory principles.
Transaction alleged purchase of these assets, sell assets, and the proportion calculated in accordance with the standard as provided herein above 50%, should be in accordance with the approach set out in information disclosure and other obligations and to submit the application documents.
Chapter III major asset restructuring program 15th the listed company and the counterparty on major asset restructuring conducted preliminary discussions, it shall immediately take the necessary and sufficient security measures, strict and effective security system, limit the access scope of relevant sensitive information.
Securities services retained by the listed company and the counterparty shall immediately and employed by the security service providers to sign confidentiality agreements.
Material asset reorganization of listed companies before the resolutions of the Board of Directors, the relevant information has been in the media spread or abnormal fluctuation of stock transactions by the company, a listed company shall immediately transmit the relevant plans, programmes or related matters, status and progress and risk factors shall be announced and in accordance with the relevant disclosure rules and other related matters.
16th listed company should appoint an independent financial adviser, law firms, and securities business to qualified services of accounting firms and other securities issued by major asset restructuring advice. Independent financial advisers and law firms should carefully check whether significant asset restructuring constitute a connected transaction, and verification to confirm the clear opinion of the relevant facts.
Material asset reorganization transactions involving associated, independent financial advisers in the reorganization of listed companies should be clear opinion of the influence of non-affiliated shareholders.
Pricing based on assets valuation result of asset transactions, listed companies should be employed with securities issued by the qualification of asset appraisal institutions asset appraisal report.
Securities services using other security services in its opinions issued by bodies or persons of professional advice, and should continue to conduct due diligence, careful verification of their professional opinion of the content, and use other security services or their professional observations form conclusions responsible. 17th listed companies and transactions with the securities services after signing the employment contract, non-legitimate reason shall not change the securities service.
Do have a legitimate reason of securities services needs to be replaced, should be disclosed in the application materials to replace the specific reasons and a statement of securities services. 18th listed company to buy assets, the assets to be purchased should be provided a profit forecast. Listed companies intending to carry out paragraph in article 28th of this subsection (a) to (c) provision of material asset reorganization and the issuance of shares to buy assets, should also provide a profit forecast of listed companies.
A profit forecast should be audited by accounting firms with securities business qualifications.
Listed companies have good reason to not provide a profit forecast, it shall explain the reasons, material asset reorganization of listed companies report (report or issue shares to buy assets, the same below) made a special risk, and management's discussion and analysis section on the reorganization of listed companies sustainable management ability and a detailed analysis of the impact on development prospects for the future.
19th major asset restructuring-related assets for asset evaluation as the basis for pricing, asset evaluation agencies should, in principle, be taken in two or more assessment methods for evaluation. Independence of the Board of Directors of listed companies should assess the institutions, evaluation assumptions rationality, method and objective of evaluation of relevance and assess the clear opinion of the fairness of pricing.
Independent directors of listed companies should assess the independence of the institutions, assess the reasonableness of assumptions and assess the independent opinion of the fairness of the price.
Article 20th major assets restructuring of listed companies, should be determined by the Board in accordance with a resolution and submitted to shareholders for approval.
Whether the Board should be major assets restructuring of listed companies constitute a connected transaction clearly judged and be disclosed as a matter of resolution of the Board. Independent directors of listed companies should be fully informed of the relevant information on the basis of independent comments on material asset reorganization. Major reorganization of assets constitute a connected transaction, independent directors can appoint an independent financial adviser on the transaction comments on the influence of non-affiliated shareholders of listed companies.
Independent directors of listed companies should actively cooperate with access to relevant materials, and through the Organization of field survey report, organization of securities service institutions or in other ways, as independent directors to perform duties to provide the necessary support and facilities.
21st a listed company shall make a material asset reorganization Board resolution the next workday after disclosure of at least the following documents and copy to Agency of the China Securities Regulatory Commission, where the listed company (hereinafter Agency):
(A) resolutions of the Board and independent directors;
(B) material asset reorganization of listed companies plans.
The reorganization of a significant asset restructuring report, independent financial consultancy, legal opinions and restructuring related audit reports, appraisal reports and audited earnings reports should notice simultaneously with the convening notice of the general meeting of shareholders.
The first paragraph of this article (b) and the provisions of the second paragraph of information disclosed the contents of the file and format separately.
Listed companies should be in at least one newspaper designated by the CSRC Notice Board resolutions, views of independent directors and major asset restructuring report, Stock Exchange Web site and shall disclose the full text of major assets restructuring report and related security services or opinions.
22nd General meeting of shareholders of listed companies is a significant asset restructuring resolutions, shall at least include the following:
(A) the object of this major asset restructuring, trading and counterparty;
(B) the price or price range;
(C) pricing or pricing basis;
(D) the related asset pricing benchmark date to the delivery date attribution of profit and loss for the period;
(E) required for transferring the ownership of assets and liability for breach of contractual obligations;
(F) the resolution is valid;
(VII) to the Board of Directors to handle the material asset reorganization matters specifically authorized;
(H) other matters requiring clear.
23rd material asset reorganization of listed company shareholders a resolution must be approved by the 2/3 of the votes held by shareholders attending the meeting adopted.
Material asset reorganization of listed companies and shareholders of the company or its associated relationship, when shareholders vote on material asset reorganization and affiliated shareholders should withdraw from voting.
Counterparty has the controlling shareholders of listed companies to the directors of a listed company or reach an agreement or understanding may result in changes in the effective control of listed companies, controlling shareholders of listed companies and its affiliates shall withdraw from voting.
Material asset reorganization of listed companies held shareholder meetings, should be convened in the form of live sessions, and should provide Internet voting or by other legal methods to facilitate the shareholders to participate in general meeting of shareholders.
Article 24th shareholders of listed companies should make a major restructuring of the General Assembly resolution, the next workday following the announcement that resolution and preparation of application documents in accordance with the relevant regulations of the China Securities Regulatory Commission, commissioned an independent financial adviser in 3 working days to declare to the China Securities Regulatory Commission, and reported to agencies.
25th listed company directors, supervisors, senior management should issue a commitment to ensure significant asset restructuring application file does not contain any false record, misleading statement or material omission.
26th the CSRC in accordance with legal conditions and significant assets reorganization legal procedures to be approved or not approved by the decision. Feedback during approval of the CSRC requires listed companies to provide a written explanation, an illustration, a listed company shall provide written feedback comments received within 30th of responses, shall cooperate with the independent financial advisers listed companies provide a reply in writing.
Fails to provide, a listed company shall, on the day after the due date on the progress of this major asset restructuring and failing to provide timely responses to specific causes such as shall be announced.
27th CSRC approval period, listed company intends to trade, trading, trading prices and other changes, constitute a significant adjustment of the restructuring programmes, shall again after a vote of the Board submitted to the general meeting of shareholders, and to the CSRC in accordance with these measures again submitted application documents for material asset reorganization, while making the announcement.
CSRC approval period, resolutions of the Board of listed companies to terminate or withdraw the material assets reorganization, it shall explain the reasons, shall be published and submitted to the general meeting of shareholders in accordance with articles.
28th material asset reorganization of listed companies of any of the following circumstances shall submit the merger review:
(A) in line with the provisions of the present article 12th;
(B) the sale of assets of listed companies total and buying assets amounted to its most recent audited consolidated financial statements for the fiscal year ending total assets ratio is above 70%;
(C) the sale of all operating assets of listed companies, purchase of other assets;
(D) the China Securities Regulatory Commission in the Audit deems it necessary to submit the merger approval in other circumstances.
Material asset reorganization circumstances set forth in the preceding paragraph does not exist, but there is one of the following, listed companies can apply to the China Securities Regulatory Commission the restructuring plan submitted to the review of mergers:
(A) purchased the assets of listed companies in order to comply with the provisions of article 50th integrated business unit simulation calculation and performance needs;
(B) the listed company on the relevant functional departments of the CSRC's disagreement with feedback.
Article 29th listed companies receive the China Securities Regulatory Commission on the convening of the Conference audit material asset reorganization of mergers after the notice of an application shall immediately make an announcement and apply for mergers and acquisitions during the Board meeting until the suspension of the vote results before the disclosure. Are received by the listed company mergers on its major assets reorganization of voting results, the result shall be announced on the next working day to vote and apply for resumption.
Announcements should be made clear that companies receive the China Securities Regulatory Commission's approval after the decision whether or not to approve further announcements.
Article 30th listed companies receive the China Securities Regulatory Commission on its major assets reorganization has to be approved or not approved after the decision, shall be announced on the next working day.
Approval of the China Securities Regulatory Commission, while listed companies shall be announced in the approval decision, in accordance with the relevant provisions of the information disclosure guidelines supplementary disclosure documents.
31st material asset reorganization of listed companies approved by the China Securities Regulatory Commission, listed companies should implement a restructuring programme in a timely manner, and completed within 3 working days from the date of the preparation of implementation reports to the CSRC and its agencies, stock exchanges reported in writing, and shall be published. Listed companies to hire independent financial advisers and law firms should be major assets restructuring process, asset ownership and related follow-up matters of compliance and risk verification, clear of the concluding observations.
Opinions issued by independent financial advisers and law firms should report on the implementation reports, announcements. Article 32nd from the China Securities Regulatory Commission is received within 60 days from the date of approval documents, the material asset reorganization is not implemented, a listed company shall, after the expiration of the next workday the progress report on the implementation of the China Securities Regulatory Commission and its agencies, and make an announcement thereafter once every 30th announcement until completion.
Not implemented for more than 12 months, authorization failure. Article 33rd in the course of the implementation of major assets restructuring of listed companies, laws, laws requiring disclosure of material matters, shall be reported to the CSRC and its agencies in a timely manner.
The matter led to the reorganization of substantive change, approved by the China Securities Regulatory Commission has to be replaced.
34th article 18th according to these measures provide a profit forecast and should be material asset reorganization of listed companies upon completion of relevant separately disclosed in the annual report of listed companies and assets related to the difference between actual profit and profit projections and special examination opinion issued by the accounting firm on this. Assets assessment institutions take returns now value method, and assumed development method, based on future returns expected of valuation method on intends purchase assets for assessment and as pricing reference according to of, listed company should in major assets restructuring implementation finished Hou 3 years within of annual report in the separate disclosure related assets of actual profit number and assessment report in the profit forecast number of differences situation, and by accountants firm on this issued special audit views
And the counterparty and actual profit shortfall related assets of listed company profit forecasts for clear and workable number of signed compensation agreements.
35th material asset reorganization of listed companies of the following circumstances occurs, the independent financial adviser shall promptly issue a verification opinion, to report to the CSRC and its agencies, and make an announcement:
(A) before making a decision on approval of the CSRC, listed companies on the transaction object, transaction, transaction prices and other changes, constitute the original restructuring plan major changes;
(B) approved by the China Securities Regulatory Commission to make decisions, listed companies in the process of restructuring of major issues led to the original restructuring plan substantial changes; 36th independent financial advisers should be in accordance with the relevant provisions of the China Securities Regulatory Commission, on the implementation of major assets restructuring of listed companies carrying out continuous supervision responsibilities. Continuous supervision of the period from the date of the material asset reorganization approved by the China Securities Regulatory Commission, shall be not less than one fiscal year.
Implementation of the provisions of article 12th major assets restructuring, continuous supervision of the period from the date of the material asset reorganization approved by the China Securities Regulatory Commission, shall be not less than 3 fiscal years.
37th independent financial advisers should be combined with a material asset reorganization of listed companies that year and upon completion of the first annual report for the fiscal year, from the date of the disclosure in the 15th, issued by the following major restructuring implemented continuous supervision, reported to the Agency and shall be published:
(A) transactions of delivery or transfer of assets;
(B) implementation of trade commitments by the parties;
(C) the achievement of the earnings forecast;
(D) the part referred to in the management's discussion and analysis business development;
(E) corporate governance structure and operation;
(Vi) differences with our announced restructuring programmes of other matters.
Independent financial advisers should be combined with the provisions of article 12th material asset reorganization upon completion of the second to third annual report for the fiscal year, from the date of the disclosure in the 15th, the preceding paragraph (b) to (f) provide continuous supervision, and to report to the Agency and shall be published.
The fourth chapter material asset reorganization for information management
Article 38th planning and implementation of major assets restructuring of listed companies and related disclosure obligations shall be equitable to all investors could have a greater impact on the stock price of listed company related information (hereinafter referred to as price-sensitive information) may not be leaked selectively to a particular object. 39th listed company shareholders and actual controllers as well as in major asset restructuring plans, demonstration, decision making and other aspects of other relevant institutions and persons, to inform companies on should be timely, accurate information, and timely, accurate and complete disclosure of listed companies.
That price-sensitive information of the listed companies shall be timely disclosed to the stock exchange for suspension and. 40th article listed company and Director, and prison thing, and senior management personnel, major assets restructuring of trading other and associated party, trading other and associated party of Director, and prison thing, and senior management personnel or main head, trading parties hired of securities service institutions and practitioners, participation major assets restructuring planning, and argument, and decision, and approval, link of related institutions and personnel, and for immediate family relationship, and provides service and business between, knows or may knows shares sensitive information of other related institutions and personnel,
Material asset reorganization of price-sensitive information before the disclosure of confidential information by law, prohibited from using that information for insider trading.
41st planning material asset reorganization of listed companies 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. Expects planning material asset reorganization of listed companies to confidentiality or has leaked, it shall apply to the stock exchange suspended until true, accurate and complete disclosure of the relevant information.
Suspension period, the listed companies should be published at least once a week progress notices.
Listed companies stock prices when market hearsay exception for material asset reorganization, a listed company shall promptly to the stock exchange for suspension, verified without affecting the stock price of listed company's reorganization and clarification, and may not exist in matters related to uncertainty by the failure to comply with disclosure obligations.
Fifth issue shares to buy assets of the special provisions of chapter
42nd issue shares to buy assets of listed companies should comply with the following requirements:
(A) to improve asset quality, improving the company's financial position and enhance sustained profitability and to reduce associated transactions of listed companies and to avoid competition, enhance independence;
(B) listed companies in recent years and a financial accounting report was unqualified opinions issued by the certified public accountant audit report; issue a qualified opinion, an adverse opinion or unable to express a view audit report shall be confirmed by the CPA's special verification, the reservations, the denial or unable to express a view as it relates to matters of significant impact has been eliminated or will be eliminated by this transaction;
(C) the listed company to issue shares to buy assets, ownership should be clear operational assets, and within the agreed time limit for completion of ownership transfer;
(D) other conditions stipulated by the CSRC. Listed company for promote industry or industry integration, enhanced and existing main business of collaborative effect, in its control right not occurred change of situation Xia, can to holding shareholders, and actual control people or its control of associated people zhiwai of specific object issued shares purchase assets, issued shares number not below issued Hou listed company total equity of 5%; issued shares number below issued Hou listed company total equity of 5% of, Board, and junior listed company intends purchase assets of trading amount not below 100 million Yuan Yuan,
Gem-listed company intends to acquire the transaction amount is not less than 50 million yuan of assets.
Specific objects in cash or assets after the subscription of private placement of listed company shares, with a private placement of listed companies raise funds by purchasing assets from that particular object, as a listed company to issue shares to buy assets.
Article 43rd of listed companies to issue shares to buy assets that can raise some funds, its pricing in accordance with the relevant existing regulations.
44th listed company shares shall not be lower than the price of the shares to buy assets of the resolutions of the Board of Directors 20 trading days average trading price of the company's stock.
The equation for the trading price of the mentioned in the preceding paragraph: resolutions of the Board of Directors 20 trading days average trading price of the company's stock = resolutions of 20 trading days the company shares trade resolutions of 20 trading days trading volume in the company's stock.
Article 45th specific objects with assets of the listed shares of the company, within 12 months from the closing date of the issue of shares may not be transferred belonging to one of the following circumstances, within 36 months may not be transferred:
(A) a specific object as the controlling shareholders and actual controllers or associated persons within their control;
(Ii) specific objects obtained through the subscription of the shares issued the actual control rights of listed companies;
(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.
Article 46th application for issuing shares to buy assets of listed company shall submit the merger approval.
47th listed company to issue shares to buy assets led to a specific object or control reaches the statutory percentage of shares, takeover regulation should be in accordance with the listed company (SFC, 56th), set out the relevant obligations.
Its due to subscription of shares of listed companies for a particular object holds or controls shares continued to increase over 30% or 30%, and shareholders of listed companies agree to their free offer can be submitted to the China Securities Regulatory Commission to issue shares in listed companies to apply for at the same time, an offer obligation application for waiver. 48th article of China Securities Regulatory Commission approved the application of listed companies to issue shares to buy assets, the listed companies should be implemented in a timely manner. Targeted for buying the assets transferred to listed companies, listed companies of independent financial advisers and law firms will be expected to transfer of ownership of assets and related follow-up matters of compliance and the risk of verification, and the clear views.
Listed companies should be in the relevant assets within 3 working days after the completion of transfer transfer notice of the situation, and submit a written report to the CSRC and its agencies, announcements and reports should include an independent financial adviser and law firm concluding observations.
Listed company after the completion of the notice prescribed in the preceding paragraph, report, stock exchanges, securities registration and settlement companies to subscribe for the shares of specific objects to apply for securities registration.
Sixth seal material asset reorganization and application for issuance of new shares or corporate bonds
After review of mergers, the 49th was approved material asset reorganization upon completion, apply for IPO or bonds by listed companies, and meets the following conditions, the material assets before the reorganization of audit, the results of simulation:
(A) assets into listed company is a integrated business unit;
(B) the material asset reorganization upon completion, restructuring of the commitments have been fulfilled, operate in a stable, well-functioning listed company;
(C) the material asset reorganization upon completion, the profits of listed companies and related assets to achieve profit forecasts.
In front of the material asset reorganization of listed companies do not meet the conditions stipulated by the CSRC public offering securities or the reorganization led to changes in actual controllers of listed companies, listed companies to apply for public offering of new shares or corporate bonds, from the reorganization transactions completed no less than a full fiscal year.
50th article this approach is called integrated business unit, shall comply with the following conditions:
(A) the business and operating assets of independence, integrity, and no major changes in the last two years;
(B) before engaging in a listed company has been in continuous operation for more than two years under the same actual control;
(C) before entering the listed company independent accounting, or are not independent, but rather than business-related revenue, cost accounting can be clearly defined;
(D) with the operating entity's key senior managers of listed companies signed an employment contract or by other means, in respect of the operational entity continues after the transaction operation and management to make appropriate arrangements.
Seventh chapter of regulatory and legal responsibilities
51st unauthorized implementation of major asset restructuring, ordered corrective action and taking regulatory measures regulatory talks or issue a letter of warning in serious cases, subject to a warning, a fine, and can be taken against the responsible market entry measures.
52nd listed companies or other disclosure obligation who fails to submit reports on their major asset restructuring-related as provided herein, submit or report any false record, misleading statement or material omission, correction, in accordance with section 193th of the Securities Act shall be punished; the circumstances are serious, shall be ordered to stop restructuring activities, and can be taken against the responsible market entry measures.
53rd article listed company or other information disclosure obligations people not according to provides disclosure major assets restructuring information, or by disclosure of information exists false records, and misleading sex statement or major missed of, ordered corrected, in accordance with securities method 193th article provides be punishment; plot serious of, ordered stop restructuring activities, and can on about responsibility personnel take market ban into of measures; suspected crime of, law transferred judicial organ held criminal.
54th article listed 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 listed company interests of, ordered corrected, take regulatory talk, and issued warning letter, regulatory measures; plot serious of, sentenced warning, and fine, and can take market ban into of measures; suspected crime of, law transferred judicial organ held criminal.
55th article for major assets restructuring issued financial consultant report, and audit report, and legal views, and assets assessment 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, or not law perform report and announcement obligations, and continued steering obligations of, ordered corrected, take regulatory talk, and issued warning letter, regulatory measures; plot serious of, in accordance with securities method No. 226 article be punishment.
Securities service organizations and their employees in the preceding paragraph made, the documents issued by a false record, misleading statement or material omission, correction, and punished in accordance with the Securities Act section No. 223 in serious, market entry measures can be taken; a suspected crime, transferred to judicial organs for criminal responsibility shall be investigated according to law.
56th article major assets restructuring implementation finished Hou, where not belongs to listed company management layer prior cannot informed and after cannot control of reasons, listed company or 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 in the management layer discussion and analysis part exists larger gap of, listed company of Chairman, and General Manager and on this bear corresponding responsibility of Accountants firm, and financial consultant, and
Asset evaluation agencies in China and shall at the time of disclosure of annual reports of listed companies, explained in the same newspapers and public apology to investors; 50% of profit does not meet the forecast amount, listed companies, related institutions and persons can be taken regulatory talks, issue a letter of warning, ordering regular reports and other regulatory measures.
57th of any known material asset reorganization information personnel in the information before the public according to law, disclose such information, the sale of or suggest people buy and sell listed companies securities, using material asset reorganization of spreading false information, manipulation of the securities market or engage in fraud, according to the securities law No. 202, No. 203, No. 207, shall be punished; a suspected crime, transferred to judicial organs for criminal responsibility shall be investigated according to law.
The eighth chapter by-laws 58th article this way as of May 18, 2008.
Issued by the China Securities Regulatory Commission on listed companies ' significant purchase, sale, or exchange of assets notice on several issues (Jian Gong Zi [2001]105) repealed simultaneously.
Appendix: non-public offering of shares of listed companies implementing rules (revised in 2011)
Chapter I General provisions
First to regulate non-public offering of shares of listed companies, according to the securities of listed companies to issue regulations (SFC, 30th, hereinafter referred to as the regulations) regulations, these rules are formulated.
The second non-public offering of shares of listed companies, should help to reduce associated transactions, to avoid competition, enhance independence should facilitate improved asset quality, improved financial conditions, and enhance profitability.
Third article listed company director, and prison thing, and senior management personnel, and sponsor people and underwriting business, and for this times issued issued special file of professionals and where institutions, and listed company holding shareholders, and actual control people and informed personnel, should comply with about legal regulations and regulations, diligent due diligence, shall not using listed company non-public issued stock seek not due interests, ban leaked insider information and using insider information for securities trading or manipulation securities trading price.
Fourth listed company's controlling shareholder, actual control and this issue should be listed companies to provide information in a timely manner in accordance with the relevant provisions, with the listed company is true, accurate and complete fulfilment of disclosure obligations.
Article fifth sponsor, choose non-public offering of shares of listed companies issue object and determine the issue price shall follow the principle of fairness, impartiality, and cater to the market and the best interests of all shareholders.
Sixth issue involving significant asset restructuring prescribed by the CSRC, its financing in accordance with the relevant existing regulations.
Chapter II conditions of issue and subscribe Seventh article of the regulation called "pricing reference date" refers to the base date calculated issue price. Pricing benchmarks can provide with regard to the resolutions of the Board of Directors of non-public offering day, resolutions of the general meeting of shareholders, or for the first day of issue.
Listed companies should be not less than the issue price of shares price.
The management approach, which is called "pricing benchmark 20 trading days trading price of the stock" formula for pricing benchmark 20 trading days trading price of the stock = pricing benchmark total 20 trading days trading/pricing benchmark total 20 trading days trading.
Referred to in article eighth of the management practices of the "issue of not more than 10" refers to the subscription and access the non-public offering of legal entities, natural persons or other legal investment of no more than 10.
Management of securities investment fund management company with its more than 2 subscription by the Fund, as an issue.
Trust as the issue can only be subscribed with their own capital.
Nineth release object belongs to one of the following circumstances, specific issue and the subscription price or pricing policy should be non-public offering of shares of a listed company's Board of directors by resolution determine, and approved by the general meeting of shareholders; subscription within 36 months from the closing date of the issue of shares may not be transferred:
(A) the listed company's controlling shareholder, actual control or associated persons within their control;
(Ii) subscribe to the shares issued achieved effective control of the listed company investors;
(C) the Board of Directors to be domestic and foreign strategic investors introduced. Tenth issue belongs to the Nineth except as provided in these rules, listed companies should be made after approval of permits have been issued, in accordance with the rules of the auction to determine the issue price and issue.
Issue subscription of the shares shall not be transferable within 12 months from the date of completion of the issuance.
Chapter III resolutions of Board of Directors and shareholders
11th listing applications for non-public offering of shares of the company shall be held in accordance with the relevant provisions of the measures for the administration of the Board of Directors, general meeting of shareholders and according to timely disclosure of the information required.
12th Board of Directors resolution to determine the specific issue, listed companies should be before or on the day of the Board meeting 1st and issue shares in force signed a conditional contract.
Subscription contract referred to in the preceding paragraph shall contain the issue shares number of number or interval, subscription pricing or pricing principle, restricted, also agreed the issuance of listed company Board of Directors, the approval of the general meeting of shareholders and approved by the China Securities Regulatory Commission, the contract shall take effect.
13th made non-public offering of shares a listed company's Board of Directors resolution, shall comply with the following provisions:
(A) shall, in accordance with the provisions of the management choices determine the pricing of the issue date, and drew attention to the general meeting of shareholders for approval.
(B) resolution of the Board to determine the specific issue, resolutions of the Board shall determine the distribution of the specific object name and subscription pricing or pricing, subscription number or number range, the restricted period, published objects signed with the company entry into force conditional share subscription contracts shall be approved by the Board.
(C) Board resolution not decided the issue, the scope of the resolution of the Board should be clearly targeted and qualified, pricing policy, the restricted period. (D) the indefinite number of non-public offering of shares, number of directors should make it clear interval (upper and lower).
Board resolution should make it clear that stocks of a listed company in the price reference period from day to day right, in addition to interest, issue number and the issue price is adjusted accordingly. (E) the Board resolution should clear the raised funds number of caps, to be put into the project's funding requirements total number, this number of raising funds, and the remaining funding channels.
Raise the amount of funds used to supplement working capital or bank loans, shall state the amount of supplementary liquidity or bank loans, specific amount of raised funds to acquire assets, should make it clear the counterparty, underlying asset, pricing principles and other matters.
14th Board of directors after the resolution was adopted without a vote, a listed company shall, within 2 days to disclose.
The Board of Directors shall, in accordance with the information disclosure by public-offering companies the content and format standard 25th-private placement of listed companies stock plans and release report prepared at the request of non-public offering plan, as an annex to the resolution of the Board, published simultaneously with the resolution of the Board.
15th article this issue relates to asset audit, evaluation or by corporate earnings forecasts, assets audit results, findings and audited earnings report no later than with the notification and public notice of a shareholders ' meeting.
Article 16th after the resolutions of the Board of Directors of non-public offering of shares, the following conditions need to reconvene the Board of Directors shall be determined by the Board of Directors again this issue of pricing benchmarks:
(A) this private equity shareholders ' validity period has expired;
(B) the changes in this release programme;
(C) the other has a major impact on the pricing matters.
17th General meeting of a listed company decision on the non-public offering of shares, shall at least include the regulation and these rules shall be submitted to the approval of the general meeting of shareholders.
Shall withdraw from voting in the management approach "specified shareholder and its affiliates" refers to the resolution of the Board has determined to be the issue of shareholder and its affiliates.
Issued and approved by the fourth chapter
18th general meeting of shareholders approved the issue, listed companies may submit applications for issuance of documents to the China Securities Regulatory Commission.
Annex 1 of the application documents shall be in accordance with the rules of the private placement of listed companies stock relevant provisions of the application files directory.
19th sponsors and issuers lawyer should carry out their duties, due diligence, about the non-compliance of the public offering application carefully carrying out due diligence responsibilities.
Sponsor sponsor issued books and the Publisher of lawyers provide legal opinion letters, should the provisions of the control of the China Securities Regulatory Commission published an account of each specific concluding observations, and set out to obtain the verification process and the factual basis for each conclusion.
20th the CSRC in accordance with the procedures laid down in regulation audit of non-public offering applications.
Listed company received the issuance examination Committee of China Securities Regulatory Commission on the issue will get through or was not adopted when the results shall be announced on the next day, and explained in the announcement, the company received the CSRC after making the decision to approve or not to approve, until further notice.
21st the listed company to obtain approval after approval, shall during the term of approval, in accordance with the measures for the administration of securities issuance and underwriting (SFC, 37th) the relevant provisions of the stock.
Listed companies after receiving the approval of the China Securities Regulatory Commission decided to make the announcement, should this issue of the bulletin sponsors, and publicly listed companies and sponsors designated to handle the issue of charge and valid contact information.
, Sponsors of non-public offering of shares of listed companies to promote or provide investment value research reports to specific objects should not be used in any public way, and shall not be earlier than the listed company's Board of Directors on the date of publication of the resolution of the non-public offering of shares.
22nd Board resolution to determine the specific issue of listed companies in obtaining approval after approval shall be in accordance with this rule Nineth rules and subscription contracts issued shares.
Article 23rd not decided the issue of the resolution of the Board, after having secured the approval of the China Securities Regulatory Commission approvals, by listed companies and sponsors in the permits issued within the validity of the selection time issue before starting on 1st, sponsors should provide the specific objects that meet conditions for invitation to subscribe.
Article 24th sent the invitation to subscription list of objects by listed companies and sponsors to determine.
Invitation to subscription list should contain an object is sent after the resolutions of the Board of Directors had submitted letters of intent to subscribe investors, companies outside the top 20 shareholders, should also be included in line with the securities issuance and underwriting management regulations of the following inquiry:
(A) not less than 20 securities investment fund management company;
(B) not less than 10 securities firms;
(C) not less than 5 insurance institutional investors.
25th invitation shall in accordance with the principles of fairness, transparency, choose the issue beforehand, determine the subscription price, assign the subscription number of operating rules in respect of matters.
Invitation and subscription price list referring to this rule making the model annex 2, sent by the listed company seal, signed by the representative of the sponsor.
Article 26th after the issue of the invitation for subscription, listed companies and sponsors should be collected within the time stipulated in the invitation to subscribe for certain investors to sign the purchase price list.
In the purchase offer period, a listed company, the sponsor should ensure that any staff no-leak issue purchase price, purchase price should be determined by the issuer lawyer witness.
Purchase offer after the 27th article, listed companies and sponsors will be expected to effectively purchase according to cumulative statistics offers high and low, determined in accordance with reasonable price priority principle issue, issue price and number of shares.
28th issue after the results are determined, the listed companies should issue formal purchase contracts, contributions to the issue should be in accordance with the contract.
Issue of subscription funds should be classified as a sponsor for this issue specially opened accounts, verification has been completed, issuers to raise funds after deducting related expenses and then into special storage account.
29th day after verification is complete, and sponsors of listed companies should be submitted to the China Securities Regulatory Commission on the securities issuance and underwriting management 50th article of archival materials.
Issue report shall, in accordance with the information disclosure by public-offering companies the content and format standard 25th-private placement of listed companies stock plans issued and requested the preparation of the report.
Article 30th sponsor on this issue and subscription object compliance report should detail the process of issuing, issue object as shown in access to placements in the purchase offer and, and on the issuance of the fair and just result, compliance with the relevant provisions of the non-public offering comments.
Quotation above the issue price of a particular object without placing or reduced number of placements, the sponsor should provide the justification for a particular object, and explained the situation in its report.
31st lawyers on this issue by the issuer and compliance report should detail the subscription object certification process of this release, and the release process of compliance, issued the results are fair and impartial, and compliance with the relevant provisions of the non-public offering clear views.
Issuer counsel should be invitation to subscribe for or purchase price table, the subscriber contract duly signed and witnessed other relevant legal instruments and identified in the report on legal instruments are legal and valid.
The fifth chapter by-laws
32nd article this rule come into effect as of the date.
Annex to the 33rd article of the rules, including the list of non-public offering of shares of listed companies to apply for documents and the (invitation) and (purchase quote) model.
Annex 1: list of non-public offering of shares of listed companies to apply for documents
Chapter I the issuer application report and related documents
1-1 the issuer to apply for reporting
1-2 the issue of resolutions of the Board of Directors and shareholders
1-3 the private placement stock plans
1-4 announcements and other relevant information disclosure
Chapter sponsor and lawyers issue files
2-1 book of securities issued by a sponsor sponsor
2-2 sponsor due diligence report
2-3 issuer counsel provide legal opinion letters
2-4 issuer counsel reports
Chapter III financial information related documents
3-1 issuer financial reports and audit reports for the last 1 year and the most recent financial reports
3-2 the last 3-year comparison of financial statements (including consolidated financial statements and parent company statements)
3-3 related to the acquisition of assets of 1 one recent financial reports and audit reports, appraisal report
3-4 Board of Directors of the issuer, accounting firms and certified public accountants of listed companies recently 1 years and a period of non-standard unqualified opinion of audit reports additional comments
3-5 accounting firms raise money on the previous use of special reports
Fourth chapter different file
4-1 relevant departments raise money on investment approval, approval or for the record file projects
4-2 issued by the departments in charge of industry-specific regulatory submissions
4-3 related departments under the State Council approved paper on introducing overseas strategic investors
4-4 entry into force conditional share subscription contract
4-5 entry into force conditional asset transfer contract
4-6 all the directors of the issuer's commitment to authenticity, accuracy and completeness of the application file
Presentation: Application directory is mentioned on the issuance of minimum requirements for application documents, according to China Securities Regulatory Commission approval needed, issuers and intermediaries may be required supplemental materials. Certain materials do not apply to the issuer will not have to provide, but should be written.
Sponsor submit application documents submitted for the first time must submit 1 original and 3 copies and electronic files.
Annex 2: the invitation and the model of the purchase quotes
[*] Limited non-public offering subscription invitation
___________________： [*] Limited (the "company" or "the company") [*] [*] extraordinary general meetings ("shareholders") approved, to be non-public offering of shares to investors in specific ("this issue"). This release has been approved by the China Securities Regulatory Commission. Invitation code now ("the invitation"), your company/you are invited to participate in this issue subscribe.
Following this release the subscription details, please read carefully:
Subscribed objects and conditions
1. subscription object
This issue the subscription object is [*].
2. subscription number Each investor-specific minimum subscription amount shall not be less than [*] million shares, more than the [*] million shares must be [*] million units of integer.
Each specific investor subscription number shall not exceed a maximum [*] million shares.
3. the subscription price
The price according to the invitation provided for in part three of the book's procedures and rules.
Second, subscription time
1. after receiving the invitation, if you wish to subscribe, shall [*] years [*] month [*] [*] prior to attachment of the purchase quote when sent to us by fax (fax number: [*]).
2. after the company receives the purchase quote, according to the China Securities Regulatory Commission's provisions and the invitation provided for in part three of the book's procedures and rules to determine the issue price, the final release and the number of shares allocated and determine the results as soon as possible after issue to the final release of the payment notice. 3. issue after receipt of the notification of payment, and shall, within the time limit stipulated in the payment notice subscription money remitted to the account designated by the company (specific account: [*]).
Subscription money does not arrive on time, waived subscription.
Third, the issue price, the issue and allocation unit determines the number of procedures and rules
1. the declared price
The declared price per share shall not be less than [*]. (Subscribers can at the price based on the number according to subscribe for the shares to increase [*] determine the declared value in the form of multiples of each subscription to declare the price of no more than three.
） 2.
Subscribe to confirm procedures and rules (In this case sponsor and listed companies should clearly inform the final subscription price, issue rules of procedure and its assigned amount.
The procedures and rules should be fair and impartial, in line with relevant regulations of the China Securities Regulatory Commission)
Four, in particular, prompt
1. decide to participate in this sale by the purchaser shall be attached to the invitation for the signed and stamped with the official seal of the purchase quote and the purchase quote in [*] years [*] month [*] [*] forward by fax to the company. 2. where was identified as the final issue of the purchaser, the time must be specified in the notification of payment subscription money paid into the account designated by the company.
To ensure that the subscription money will arrive at the designated bank account in full within the time specified, please as soon as possible after receiving the invitation fax ready to remittances.
3. annexed to this invitation for unconditional confirmation of the purchase quote, accept once declared, that is, have the force of law.
4. the invitation issued, the purchase quotes received, the notification of payment of the issue, price, release and distribution, such as confirmation of the number of shares subscribed by [*] law firm legal testimony.
The purchase quote as signed by an authorized representative, and shall be accompanied by a power of attorney signed by the legal representative.
5. the subscription contact: [*] phone: [*] fax: [*]__________ company limited sponsor representative (** securities companies): ___________
[*] Years [*] month [*]
Annex to this invitation to subscribe: purchase quotes
To: [*] company limited
My unit received and read you in [*] years [*] month [*] out [*] limited non-public offering share invitation and you [*] [*] announcement of the extraordinary general meeting.
Through research, agree to conditions as determined by your side to participate in the call, I hereby confirms that:
Or with the consent of the [*] non-public stock corporation established in the invitation to subscribe subscription conditions and rules.
Second, agree to:
1. per share [*] the price of subscription [*] unit (black letter)
2. per share [*] the price of subscription [*] unit (black letter)
3. per share [*] the price of subscription [*] unit (black letter)
Third, agreed to by your final confirmation of the subscription amount and timing of paid subscription.
Four, we contact: ________________
电话：__________________________
手机：__________________________
传真：__________________________
Company (official seal)
Legal representative or its authorized representative, or myself signed Year month day
