China Securities Regulatory Commission On The Revision Of The Decisions Of The Management Measures Of Listed Company Acquisition 63Rd

Original Language Title: 中国证券监督管理委员会关于修改《上市公司收购管理办法》第六十三条的决定

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China Securities Regulatory Commission on the revision of the decisions of the management measures of listed company acquisition 63rd (On August 27, 2008 China Securities supervision Management Committee makes 56th, announced since announced of day up purposes) a, and 63rd article second paragraph modified for "according to Qian paragraph subsection (a) items and subsection (three) items to subsection (seven) items provides proposed exemption application of, 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; according to Qian paragraph subsection (ii) items provides Related investor holdings is completed should make announcements in respect of shares to increase its stake in the 3rd, and exemption application to the China Securities Regulatory Commission, China Securities Regulatory Commission from the date of receipt of the application documents meet the requirements within 10 business days whether to exempt decision. China Securities Regulatory Commission does not agree with the summary application, the investors shall submit an application in accordance with the provisions of the present article 62nd.

    ”

    This decision shall come into force as of the date of the second.

    According to this decision in the listed company management measures accordingly modified, republished.

    Annex: the administrative measures for the acquisition of listed companies (as amended in 2008)

    (May 17, 2006, Chairman of the China Securities Regulatory Commission, the 180th Office meeting, August 27, 2008, the China Securities Regulatory Commission on amendments to the corporate takeover of the revision of the management decisions of the 63rd)

    Chapter I General provisions

    First in order to regulate the acquisition and related changes in interests in shares of the company activity, protect the legitimate rights and interests of the listed companies and investors, maintain order in the market and public interest, promotion of resource optimal allocation of the securities market, according to the securities law, company law and other relevant laws, administrative regulations, and these measures are formulated. Second acquisition and the related changes in interests in shares of the listed company activities shall abide by the laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) requirements.

    The Parties shall be honest and trustworthy, abide by social morality, business ethics, and consciously safeguard the order of the securities market, and accept supervision by the Government and the public.

    Article acquisitions and activities related to changes in interests in shares of the listed company must follow the principle of openness, fairness and impartiality. Public company acquisitions and activities related to changes in interests in shares of the disclosure obligation, should fully disclose its rights in listed companies and change, reporting, notices and other statutory obligations strictly in accordance with law.

    Before the disclosure of relevant information, the obligation to keep confidential.

    Information disclosure report, Bulletin of information shall be true, accurate and complete, and may not have any false record, misleading statement or material omission.

    The fourth listed company acquisitions and activities related to changes in interests in shares shall not endanger the State security and social and public interests.

    Acquisitions and activities related to changes in interests in shares of the listed company involved the national industrial policy, trade matters such as admission, transfer of State-owned shares to acquire the approval of the relevant departments of the State shall, after obtaining the approval.

    Foreign investors to listed companies and related changes in interests in shares and acquisition activities, and shall obtain the approval of the relevant departments of the State shall apply Chinese law, subject to China's judicial, arbitral jurisdiction.

    Fifth purchase of shares made ways for people to become the controlling shareholder of a listed company, by investing in relationships, agreements, other ways to become an actual controllers of the listed companies, you can also access control rights of listed companies and adopting the above-mentioned approach.

    Acquisition of others people, including investors and their concerted action.

    Sixth no person shall use a listed company acquisition of prejudice and the legitimate rights and interests of the shareholders of the acquired company.

    Any of the following circumstances, it shall not be a public company:

    (A) the purchaser has a large amount of debt, overdue, and status;

    (B) the acquirer will last 3 years have a significant violation of law or persons suspected of serious violations;

    (C) the purchaser of last 3 years of serious dishonesty of the securities market;

    (D) the acquisition of a natural person, the company law article 147th;

    (E) the laws, administrative regulations, and recognized by the China Securities Regulatory Commission may not be purchased by listed companies in other cases.

    Seventh of the acquired company's controlling shareholder or the actual controller may not abuse its right of shareholders of the acquired company or the legitimate rights and interests of other shareholders.

    Was acquisition company of holding shareholders, and actual control people and associated party has damage was acquisition company and the other shareholders lawful rights and interests of of, above holding shareholders, and actual control people in transfer was acquisition company control right zhiqian, should active elimination damage; failed to elimination damage of, should on its transfer related shares proceeds income for elimination all damage made arrangements, on insufficient to elimination damage of part should provides full effective of performance guarantees or arrangements, and in accordance with company articles made was acquisition company shareholders Assembly of approved.

    Eighth of the acquired company's directors, supervisors and senior management personnel of the company have a duty of loyalty and diligence obligation, should be fair to all purchasers to buy the company.

    Decisions made by the Board of Directors for the acquisition of the acquired company and the measures taken, should be conducive to safeguarding the interests of the company and its shareholders shall not abuse of inappropriate obstacle acquisition, must not use company resources to provide the purchaser with any form of financial support, shall be without prejudice to the legitimate interests of the company and its shareholders. Nineth acquirer acquisition of listed companies should have registered in China engaged in the financial advisory business qualified professional body for financial advisers.

    The purchaser is not in accordance with this regulation of financial advisers, may not be purchased by listed companies.

    Financial advisers should be conscientious, compliance with industry standards and professional ethics, independence, guarantee issued by its production, the authenticity, accuracy and completeness of the file.

    Financial advisers say the purchaser listed company acquisition of prejudice the legitimate interests of the acquired company and its shareholders shall be refused for the purchaser to provide financial advisory services.

    Article tenth of the CSRC on listed companies acquired and regulatory activities related to changes in interests in shares. The China Securities Regulatory Commission to set up special committees made up of professionals and experts. Request of the Special Committee under the China Securities Regulatory Commission departments, whether the listed company acquisition, whether it is allowed to purchase listed companies and advise on other relevant matters.

    The CSRC shall make a decision.

    11th stock exchanges shall formulate business rules, as a listed company acquisition activities related to changes in interests in shares and the transaction and the provision of services, real time monitoring of activities related to securities trading, supervision of listed companies of acquisitions and activities related to changes in interests in shares of the disclosure obligations of the effective fulfilment of disclosure obligations.

    Securities registration and clearing institutions to develop business rules for listed company acquisition and involved in activities related to changes in interests in shares of securities registration, custody and settlement services.

    Chapter disclosure of interests 12th the investor has an interest in a listed company, including shares registered in his name and was not registered in his name but the investor can actually dominate the voting shares.

    Investors and persons acting in concert has an interest in a listed company should be combined.

    13th article through securities exchange of securities trading, investors and consistent action people has interests of shares reached a listed company has issued shares of 5% Shi, should in the facts occurred of day up 3rd within prepared interests changes report book, to China SFC, and securities exchange submitted written report, copy the listed company location of China SFC sent institutions (following referred to sent institutions), notification the listed company, and to announcement; in above term within, shall not again line sale the listed company of stock. Former investors and persons acting in concert with equity stakes to 5% after shares of a listed company, through stock exchange securities transactions, which has an interest of the shares of the listed company's shares each increase or decrease 5%, shall be reported in accordance with the provisions of the preceding paragraph and announcements.

    During the reporting period and within the report, after the 2nd, may not sell the stocks of a listed company.

    14th manner by agreement, investors and persons acting in concert has an interest in a listed company's shares to be reached over shares of a listed company or 5%, should in fact occur within 3rd day of preparation of the report on the changes in equity, submit a written report to the China Securities Regulatory Commission, the stock exchange, reported to agencies that inform the listed company, and shall be published.

    Investors and its concerted action has equity stakes to 5% after shares of a listed company, which has an interest of the shares of the listed company's shares each increase or decrease meets or exceeds 5%, shall be reported in accordance with the provisions of the preceding paragraph, notice obligations. Investors and their concerted action provided for in the preceding two paragraphs in the report, before the announcement, listed companies may not sell the stock.

    Stock transfer and transfer register in accordance with this approach the fourth chapter and the regulations of the stock exchanges, securities registration and clearing institution.

    15th investor and their concerted action by administrative transfer or modification, enforcement of court rulings, inheritance, gift, such as having an interest of the percentage changes in the shareholding of up to the preceding article, shall report the matter in accordance with the provisions of the preceding article, notice obligations, and reference to the share registrar formalities prescribed in the preceding article.

    16th investors and its concerted actions not listed the company's largest shareholder or the actual controller, its interest in shares or more than 5% shares of the company, but not to 20%, shall comprise the following simple changes in equity of the content of the report:

    (A) the name, domicile of the investors and their concerted action; investors and their legal entity acting in concert, the name, place of registration and legal representative;

    (B) holding purposes, whether they intend to continue to increase in the next 12 months in its listed companies have an interest in;

    (C) the listed company's name, type, number and proportion of the stock;

    (D) has an interest in shares in the listed companies meet or exceed shares of the listed company 5% or owns rights changes at 5% time and manner;

    (E) changes in equity occurred within 6 months before the date of securities trading in the company's shares through a stock exchange briefly;

    (Vi) the China Securities Regulatory Commission, the stock exchange require disclosure of other content.

    Former investors and its concerted actions people listed company's largest shareholder or the actual controller, its interest in shares over shares of a listed company or 5%, but not 20%, it shall disclose the contents of the first paragraph of this article 17th.

    17th investors and persons acting in concert with interest in shares over shares of a listed company or 20% but not exceeding 30%, shall prepare a detailed report on the changes in equity, in addition to the disclosure of information prescribed in the preceding article, it shall disclose the following:

    (A) investors and concerted action of the controlling shareholder, actual control and ownership control charts;

    (B) the relevant share price, amount of funds required, sources of funding, or any other payment arrangements;

    (Three) investors, and consistent action people and holding shareholders, and actual control people by engaged in of business and listed company of business whether exists peer competition or potential of peer competition, whether exists continued associated trading; exists peer competition or continued associated trading of, whether has made corresponding of arrangements, ensure investors, and consistent action people and associated party and listed company Zhijian avoid peer competition and keep listed company of independence;

    (D) the assets of listed companies within the next 12 months, business, people, organizational structure, articles of Association and other follow-up plans;

    (E) within 24 months before investors and its concerted actions and significant transactions between the listed company;

    (F) the circumstances provided for in article sixth of this approach does not exist;

    (VII) to provide relevant documents in accordance with article 50th of this approach. Former investors and its concerted actions people listed company's largest shareholder or the actual controller also engaged financial consultants to report on changes in equity should be the contents of the disclosure issue verification opinions, but the administrative transfer of State-owned shares or change and shares the same actual controllers of control between different subjects, and excluding shares acquired through inheritance.

    Investors and their concerted action promises the exercise of the shares for at least 3 years the right to vote may be exempted from engaged financial consultants and the provision of the preceding paragraph (g) of files.

    18th article has disclosure interests changes report book of investors and consistent action people in disclosure of day up 6 months within, for has interests of shares changes need again report, and announcement interests changes report book of, can only on and last report book different of part made report, and announcement; since last disclosure of day up over 6 months of, investors and consistent action people should according to chapter of provides prepared interests changes report book, perform report, and announcement obligations. 19th due to reduced equity led investors to listed companies and shares interests of persons acting in concert with changes in the way 14th section of investors and its concerted actions of people from fulfilling their reporting and announcement.

    Listed company should since completed reduced equity of change registration of day up 2 a days within, on so led to of company shareholders has interests of shares changes situation made announcement; for company reduced equity may led to investors and consistent action people became company first big shareholders or actual control people of, the investors and consistent action people should since company board announcement about reduced company equity resolution of day up 3 a days within, according to this approach 17th article first paragraph of provides perform report, and announcement obligations.

    20th listed company acquisitions and activities related to changes in interests in shares in the duty of information disclosure law before the disclosure of, information dissemination in the media or company stock unusual, listed companies should be queried immediately to the parties, the Parties shall be a written reply, a listed company shall give notice in a timely manner.

    21st listed company acquisitions and activities related to changes in interests in shares of the disclosure obligation shall, at least one designated by the CSRC on the media to disclose information according to law; on a different media disclosures, disclosure should be consistent disclosure time shall not be earlier than the specified media time.

    22nd of listed company acquisition and disclosure of activities related to changes in interests in shares in the duty to take concerted action, can be agreed in writing by an individual as a designated representative responsible for the preparation of disclosure documents and agreed to authorize the designated representative in the information disclosure of documents signed and sealed by the.

    Information disclosure obligation people should be involved in the disclosure document its information responsibilities involved in the disclosure document with multiple information disclosure obligations related to information disclosure obligations assume joint and several liability for the relevant parts.

    Chapter of tender offer

    23rd investors buy shares of listed companies for offers of their own accord, issued to all shareholders of the acquired company can offer to purchase all of the shares held by (hereinafter referred to as comprehensive an offer), can also be issued to all shareholders of the acquired company to buy its stake in the offer (hereinafter referred to as part of the offer).

    24th through stock exchange securities transactions, the acquirer holds shares of a listed company when the 30% shares of the company, continued to increase its stake, should take the offer and make a general offer or part of the offer.

    25th the purchaser in pursuance of this article 23rd, 24th, 47th, 56th of the rules, to offer to buy shares of a listed company, its intended purchase of shares shall not be lower than the shares of the listed company of the 5%. 26th to an offer for acquisition of listed companies, the acquirer should be fair to all shareholders of the acquired company.

    Shareholders should be treated equally with the same kind of shares.

    Article 27th person to terminate the listing of listed companies make a full offer, submitted to the China Securities Regulatory Commission or application but did not seek a waiver issued general offer shall pay the purchase price in cash; in transferable securities (hereinafter securities) of the payment of the purchase price, should also provide cash for shareholders of the acquired company to choose.

    28th buy shares of listed companies to offer, purchaser shall prepare an offer to purchase the report and should be engaged financial consultants to submit a written report to the China Securities Regulatory Commission, the stock exchange, reported to agencies that inform the acquiring company and the tender offer report notification is a summary notice. The purchaser submitted in accordance with the provisions of the preceding paragraph in accordance with provisions of the CSRC's tender offer report and related documents of the article approaches the 50th date after 15th, the announcement of its takeover report, financial advisory professional advice and legal opinions issued by the lawyers.

    In the 15th, the China Securities Regulatory Commission to tender offer disclosure expressed no objection to the content of the report, the acquirer can notice; report of the China Securities Regulatory Commission found that an offer to purchase do not comply with the laws, administrative regulations and the relevant provisions of, inform the acquirer, the acquirer may not notice its takeover offer.

    29th article before the takeover report shall contain the following:

    (A) the purchaser's name and address; acquisition of a legal entity, the name, place of registration and the legal representative, its controlling shareholder, equity control of the relationship between actual control charts;

    (B) the purchaser decisions on acquisition and acquisition purposes, whether it intends to continue to increase within the next 12 months;

    (C) the name, the type of acquisition of shares of listed companies;

    (D) the number and percentage booking;

    (E) the price of the acquisition;

    (Vi) acquisition, funding sources and funding guarantees for funding, or any other payment arrangements;

    (G) the conditions stipulated in the offer;

    (H) acquisition period;

    (I) when you submit the report on the acquisition of the acquired company, proportional number of shares;

    (Ten) this times acquisition on listed company of effect analysis, including acquisition people and associated party by engaged in of business and listed company of business whether exists peer competition or potential of peer competition, whether exists continued associated trading; exists peer competition or continued associated trading of, acquisition people whether has made corresponding of arrangements, ensure acquisition people and associated party and listed company Zhijian avoid peer competition and keep listed company of independence;

    (11) the assets of listed companies within the next 12 months, business, people, organizational structure, articles of Association and other follow-up plans;

    (12) within the 24 months before the purchaser and its affiliates and significant transactions between the listed company;

    (13) through the stock exchange within 6 months before trading in securities of the acquired company's stock;

    (14) other content required to be disclosed by the CSRC.

    Purchaser make a general offer shall be fully disclosed in the tender offer report terminating the risks, after terminating the acquisition completion time and still owns shares of listed companies of successor arrangements for the other remaining shareholders to sell their shares; the purchaser issued to terminate the General offer of the company for the purpose of listing, without disclosure of the preceding paragraph (j) of content. 30th article acquisition people according to this approach 47th article intends acquisition listed company shares over 30%, must modified to offer way for acquisition of, acquisition people should in reached acquisition agreement or made similar arrangements Hou of 3rd within on offer acquisition report book summary made tips sex announcement, and according to this approach 28th article, and 29th article of provides perform report and announcement obligations, while from prepared, and report and announcement listed company acquisition report book; law should made approved of,

    Shall be announced at the special instructions in this offer are required to obtain approval from the relevant.

    Without approval, the acquirer shall be within 2 working days from the date of receipt of the notification, cancel the planned acquisition report to the CSRC, and copy to Agency, copied to the stock exchange, notification of the acquired company, and shall be published.

    Article 31st after the tender offer report submitted to the China Securities Regulatory Commission, prior to the announcement tender offer report, to be cancelled by the acquisition plans, an application shall be submitted to the China Securities Regulatory Commission to cancel the plan and the reasons, and shall be published; within 12 months from the date of the announcement, the acquirer will be again for the same company to make acquisitions. 32nd of the acquired company's Board should no purchaser of the qualification, credit and purchasing intentions survey, the acceptance conditions are analyzed, and make recommendations on whether shareholders accept the offer, and hired an independent financial adviser for professional advice.

    Notice in the acquirer within 20th after the takeover report, the acquired company shall report the acquired company's Board of Directors the Board of Directors and independent financial advisers specializing in the opinion submitted to the China Securities Regulatory Commission and agency of the copy, copy to the stock exchange, and announce it.

    Acquirer to offer conditions to make major changes, the acquired company shall, within 3 working days of the Board submitted to the Board and independent financial adviser offers additional comments issued changes to the conditions, and reports, announcements.

    33rd article acquisition people made tips sex announcement Hou to offer acquisition completed Qian, was acquisition company except continues to engaged in normal of business activities or implementation shareholders Assembly has made of resolution outside, without shareholders Assembly approved, was acquisition company Board shall not through disposal company assets, and foreign investment, and adjustment company main business, and guarantees, and loan, way, on company of assets, and liabilities, and interests or business results caused major effect.

    34th during the takeover, the acquired company directors shall not resign.

    35th offer the purchaser in accordance with this regulation, the offer price to the same kinds of stocks shall not be lower than the indicative tender offer announcement date within 6 months the purchaser made the stock paid the highest price.

    Offer price below tips sex announcement recently 30 a day the species stock of daily weighted average price of arithmetic average value of, acquisition people hired of financial consultant should on the species stock Qian 6 months of trading situation for analysis, description whether exists shares was manipulation, and acquisition people whether has not disclosure of consistent action people, and acquisition people Qian 6 months made company shares whether exists other paid arrangements, and offer price of rationality,. 36th article can be applied to acquire cash, securities, cash and securities combining lawfully pay the price for the acquisition of listed companies.

    Financial advisers employed by the purchaser shall explain the acquirer will have the capacity to offer.

    Payment of the purchase price in cash, you should notice in the indicative tender offer at the same time, not less than 20% of the total purchase price as a performance bond deposited securities registration and clearing institution designated banks.

    Purchaser to pay the purchase price of securities, should be provided to the securities of the issuer in recent 3 years audited financial reports, stock valuation reports, and with the acquired company to hire an independent financial adviser due diligence work. Acquisition people to in securities exchange listed trading of securities paid acquisition price of, should in made offer acquisition tips sex announcement of while, will for paid of all securities referred to the securities registration settlement institutions custody, but listed company issued shares of except; acquisition people to in securities exchange listed of bonds paid acquisition price of, the bonds of can listed trading time should many Yu a months; acquisition people to not in securities exchange listed trading of securities paid acquisition price of,

    Have to provide cash for the acquired company's shareholders to choose, and detailed disclosure-related securities custody, delivery methods and procedural arrangements being shareholders of the acquired company.

    37th acquisition period stipulated in the offer shall not be less than 30th and not more than 60 days; but the competition except the offer.

    In a tender offer within the prescribed time limit, the purchaser may withdraw its tender offer.

    Article 38th purchase way, the acquirer before making his announcement until after expiration of a takeover, may not sell the shares of the acquired company, and shall not, except as provided in an offer form and the conditions exceeds the offer to buy shares of the acquired company.

    39th offer's terms apply to all shareholders of the acquiring company.

    Purchasers need to change the offer, must first submit a written report to the CSRC, and reported to agencies, CC, securities exchanges and securities registration and clearing institution, informed of the acquired company; upon approval by the China Securities Regulatory Commission, and shall be published.

    40th takeover in the 15th before the expiry, the acquirer shall not change a takeover offer; but the competition except the offer.

    Appeared competition offer Shi, issued initial offer of acquisition people change acquisition offer from initial offer acquisition term expires insufficient 15th of, should extended acquisition term, extended Hou of offer period should many Yu 15th, shall not over last a competition offer of expires day, and by provides proportion additional performance margin; to securities paid acquisition price of, should additional corresponding number of securities, referred to the securities registration settlement institutions custody.

    Make a competitive offer of purchaser no later than at the latest before the expiry of the initial tender offer period 15th issue a notice of tender offer tips, and ways should be according to the 28th and 29th of performance reporting, announcement.

    41st tender offer report revealed significant changes in the basic facts, the acquirer should be the major changes taking place within 2 working days of the date, make a written report to the CSRC, and copy to Agency, copied to the stock exchange, notification of the acquired company, and shall be published. 42nd the shareholders agreed to accept a takeover offer (hereinafter referred to as shareholder) shall entrust securities companies ' acceptance of the relevant procedures. Purchaser shall entrust a securities company to the securities registration and clearing institutions to apply for temporary custody of the offer shares.

    Securities registration and clearing institutions provisional custody of the offeree's shares during the tender offer period shall not be transferable. Referred to in the preceding paragraph, refers to the agreed to accept the offer by shareholders of the acquired company's initial intention, prior to the tender offer cannot be withdrawn within the time limit does not constitute a commitment. In the tender offer expires 3 days ago, commissioned by the shareholder may withdraw acceptance procedures for securities company, securities registration and clearing institution according to the offeree shareholders in advance applicants to lift the temporary custody of the offer shares. Within 3 trading days before the expiration of the tender offer period, shareholders may not withdraw its acceptance of the offer.

    During the offer period, the acquirer shall be announced daily on the Stock Exchange Web site has been subject to takeover offer for the number of shares.

    When there is a competing offer, accepted the initial offer by shareholders to withdraw all or part of the shares, and withdrawal of shares sold to competing offeror shall entrust securities companies ' withdrawal of his initial offer procedures and competitive acceptance of formalities. 43rd article acquisition term expires, issued part offer of acquisition people should according to acquisition offer agreed of conditions purchase was acquisition company shareholders pre by of shares, pre by offer shares of number over scheduled acquisition number Shi, acquisition people should according to equal proportion acquisition pre by offer of shares; to terminated was acquisition company listed status for purpose of, acquisition people should according to acquisition offer agreed of conditions purchase was acquisition company shareholders pre by of all shares

    ; Immunity without the CSRC issued a general offer to buy are the shareholders of the acquired company shall purchase all shares.

    Within 3 days after the time of acquisition, securities companies should be entrusted to the securities registration and clearing institutions to apply for share transfer settlement, transfer the registration to lift the proportion exceeds a predetermined purchase shares of temporary custody; the purchaser shall publicize the results of the tender offer. 44th purchase expires, the acquired company stock distribution is not in compliance with the listing requirements, the listed company's stock traded by the stock exchanges shall terminate.

    Before the acquisition is completed, the rest still holds shares of the acquired company's shareholders is entitled to report on the acquisition of requirement to the purchaser within a reasonable time period so as to offer the same conditions to sell their stock, the acquirer should be acquired.

    Article 45th in 15th after the time of acquisition, the acquirer shall submit a written report on the acquisition by the CSRC and agency of the copy, copy to the stock exchange, notification of the acquired company.

    Article 46th offers ways, investors from outside the public to buy shares in listed companies on the stock exchange.

    The fourth chapter agreement

    47th purchaser by agreement has an interest in a listed company's shares meets or exceeds the 5% shares of the company, but not exceeding 30%, these measures are in accordance with the provisions of chapter II. The purchaser has an interest when the shares of 30% shares of the company, continue to make acquisitions, it shall issue to the shareholders of listed companies a comprehensive offer or part of the offer.
Present measures under the circumstance of the sixth chapter, a purchaser can apply for exemptions to the CSRC to make an offer.

    Buyer intends to purchase shares of a listed company by agreement over 30% over 30% part should be changed to offer; but in accordance with the approach under the circumstance of the sixth chapter, a purchaser can apply for exemptions to the CSRC to make an offer.

    Purchaser of the Chinese securities regulatory Commission waiver, its acquisition agreement; immunity without the CSRC and intends to continue to carry out its acquisition agreement, or not to apply for exemption, in the performance of their acquisition agreement, shall issue a general offer. 48th article to agreement way acquisition listed company shares over 30%, acquisition people intends according to this approach sixth chapter of provides application exemption of, should in and listed company shareholders reached acquisition agreement of day up 3rd within prepared listed company acquisition report book, submitted exemption application and the this approach 50th article provides of related file, delegate financial consultant to China SFC, and securities exchange submitted written report, while copy sent institutions, notification was acquisition company, and announcement listed company acquisition report book summary.

    Inform the Agency upon receipt of the written report of listed companies provincial people's Government.

    Purchaser obtained the exemption within 3rd day of announcement of the China Securities Regulatory Commission report on the acquisition of professional advice, and financial advisers and lawyers provide legal opinion letters; not seek a waiver by purchaser, shall from the date of receipt of the decision of the China Securities Regulatory Commission shall be published within the 3rd, and shall be handled in accordance with the second paragraph of this article 61st.

    China Securities Regulatory Commission found that acquisition reports do not comply with the laws, administrative regulations and the relevant provisions, shall promptly inform the acquirer, the acquirer is not correct, no Bulletin report on the acquisition, in front of the bulletin may not fulfill the deal.

    49th made pursuant to the preceding article of takeover of listed companies report article 29th of this approach to be disclosed (I) to (vi) and (IX) to (14) provides the content and conditions of acquisition of the entry into force of the agreement and payment arrangements.

    Disclosure report on the acquisition by the purchaser within 6 months from the date on which the disclosure because changes need to be reported again, notice of the rights, and only in connection with previous reports, bulletins from different parts of the report; for more than 6 months, it should be in accordance with the provisions of chapter II of this approach in fulfilling their reporting, announcement.

    50th acquirer acquisition of a listed company shall submit the following documents to the CSRC:

    (A) the identity of Chinese citizens, registered in China or proof of legal persons, other organizations;

    (B) based on the purchaser's strength and experience description of follow-up development feasibility of listed companies, the acquirer intends to amend the company's Charter, elections Board, alter or adjust the company's main business, should also complement its standard operation description of the listed company's management ability;

    (C) the purchaser and its affiliates of the acquired company competition, related party transactions, should be provided to avoid competition, conflict of interest, keep the takeover company's business description of independence;

    (D) the acquisition of a legal entity or other organization, its controlling shareholder, actual control of the last 2 years has not changed the description;

    (Five) acquisition people and holding shareholders or actual control people of core enterprise and core business, and associated enterprise and the main business of description; acquisition people or its actual control human two or two a above of listed company holding shareholders or actual control people of, also should provides its holding 5% above of listed company and Bank, and trust, and securities company, and insurance company, other financial institutions of situation description;

    (Vi) financial advisor on the acquisition of people the credit records of the last 3 years, acquisition funding legitimacy, the purchaser who is competent to perform the relevant pledge related content authenticity, accuracy and completeness of information disclosure and verification of comments purchaser was established 3 years of age, financial advisor should also provide its controlling shareholder or actual control of verification of the credit records of the last 3 years.

    Acquisition of listed companies outside the territory of a foreign legal person or other organizations, submitted in addition to subparagraphs (ii) to (vi) provision of documents, shall also submit the following documents:

    (A) the financial advisers of listed companies issued by the acquirer in accordance with strategic investment conditions, has the ability to purchase a listed company of the verification;

    (B) the purchaser accepts China's judicial, arbitral jurisdiction statement. 51st article listed company director, and prison thing, and senior management personnel, and employees or its by control or delegate of corporate or other organization, intends on this company for acquisition or through this approach fifth chapter provides of way made this company control right (following referred to management layer acquisition) of, the listed company should has sound and run good of organization institutions and effective of internal control system, company Board members in the independent Director of proportion should reached or over 1/2. Company should be employed with securities and Futures qualification appraisal firm providing corporate asset appraisal report, the acquisition shall be approved by the Board of directors by resolution at a non-Associate Director, and made 2/3 of the independent Directors agreed, submitted to the general meeting of shareholders of the company, non-affiliated shareholders present at the general meeting of shareholders passed by a majority of the votes held by.

    Before expressing a view of independent directors, should hire professional advice issued by the independent financial advisor on the acquisition, independent directors and independent financial consultants shall be shall be published.

    Listed company directors, supervisors, and senior managers of the company law article 149th, or bad credit record of the stock market in the last 3 years, and may not be purchased by the company. 52nd acquisition of listed companies by agreement, since the signing of the deal until the completed transfer of shares for acquisition of listed companies during the transition period (hereinafter referred to as the transition period). In transition period within, acquisition people shall not through holding shareholders proposed re-election listed company Board, does have full reason re-election Board of, from acquisition people of Director shall not over Board members of 1/3; was acquisition company shall not for acquisition people and associated party provides guarantees; was acquisition company shall not public issued shares raised funds, shall not for major purchase, and sold assets and the major investment behavior or and acquisition people and associated party for other associated trading,

    But the purchaser to save the crisis or face serious financial difficulties except in the case of a listed company.

    53rd controlling shareholders of listed companies to the acquirer will transfer its shares in listed companies, should the purchaser qualification, integrity and purchase intent for investigation and disclosure of the investigation in its report on changes in equity.

    The controlling shareholder or other associated party outstanding liabilities to the company, outstanding company for the guarantee of their liabilities, or other circumstances as damaging the interests of the company, acquired company Board of directors should be told the case to be disclosed in a timely manner, and take effective measures to safeguard the interests of the company.

    54th takeover agreement the parties involved to the securities registration and clearing institutions shall apply for the shares to be transferred for temporary safekeeping procedures can and will be used to pay the cash deposited in a securities registration and clearing institution designated banks.

    After the 55th report on the acquisition announcement, related parties shall in accordance with the business rules of the stock exchanges and securities registration and settlement organizations, and on the transfer of shares on the Stock Exchange after confirmation, transfer all money deposited in authorised bank accounts of both parties proved that apply to the securities registration and clearing institutions lifted intends to transfer temporary custody of the stock, and go through the registration formalities.

    Purchaser is not required to fulfil reporting, announcement, or fails to submit an application in accordance with the regulations, securities exchanges and securities registration and settlement organizations shall not handle transfers and registration procedures.

    Purchaser in tender following the announcement of the report has not been completed within the 30th of equity transfer procedures, shall immediately give notice, giving reasons; pending the completion of the shares during the transfer, shall be announced every 30th stock transfer processing progress.

    Fifth chapter indirect acquisitions

    56th acquisition is not a listed company shareholders, but by investing in relationships, agreements, other arrangements led to the interest in shares or more than one 5% not exceeding 30% of shares of listed companies, should be handled in accordance with the provisions of chapter II of this approach. Acquisition people has interests of shares over the company has issued shares of 30% of, should to the company all shareholders issued full offer; acquisition people is expected to cannot in facts occurred of day up 30th within issued full offer of, should in Qian said 30th within prompted its control of shareholders will by holding some listed company shares holdings to 30% or 30% following, and since holdings of day up 2 a days within be announcement; subsequently acquisition people or its control of shareholders intends continues to holdings of, should take offer way

    Proposed pursuant to these measures applied for exemption from the provisions of the sixth chapter, shall, in accordance with the provisions of article 48th.

    57th investor is not a listed company's shareholders, but by investing in the acquisition of control of shareholders of listed companies, and independent of the listed shares held by the shareholders of the company of the preceding article and the material impact on the assets and profits of the shareholders, shall be reported in accordance with the provisions of the preceding article, notice obligations. Article 58th actual controllers of listed companies and its shareholders, have combined with the listed company is true, accurate, complete disclosure obligations with respect to changes in actual control of information; the actual control and independent of its shareholders refuse to fulfil the above meet the obligations, resulting in information disclosure of listed company from discharging its statutory obligations to take civil and administrative responsibility, listed companies the right to sue.

    The actual control, the controlling shareholders of listed companies and their associates does not perform its obligation to disclose information, the CSRC in the investigation. 59th listed actual control of the company and subject to its shareholders outstanding reporting, announcement, listed companies should be made know immediately as of the date of that report and announcement.

    Listed company on actual control people occurred changes of situation be announcement Hou, actual control people still not disclosure of, listed company Board should to actual control people and by its dominated of shareholders query, necessary Shi can hired financial consultant for query, and will query situation to China SFC, and sent institutions and Securities Exchange report; China SFC law on refused to perform report, and announcement obligations of actual control people for investigation.

    Knows if larger changes in actual control of listed companies failed to promptly of any changes relating to actual control reports and announcements, the China Securities Regulatory Commission ordered corrective action and the circumstances are serious, identified the responsible Directors of listed companies as unsuitable. 60th actual control of listed companies and independent of its shareholders outstanding reporting, announcement and refused to comply with its cooperation obligations 58th, or actual control there shall not be a public company, listed companies should refuse to accept subject to actual control of the Board of Directors of shareholders to the Board of Directors proposal or interim motions, and to report to the local Office of the China Securities Regulatory Commission, and the stock exchange. The China Securities Regulatory Commission to order the actual controller to correct, actual control can be found through the directors nominated by the shareholders at its disposal as unsuitable; before the correction, subject to actual control of shareholders shall not exercise the voting rights of the shares.

    Listed company's Board of Directors had not refused to accept the actual control and subject to the shareholders ' proposals, directors can be held liable by the CSRC is unsuitable.

    Sixth chapter application for exemption

    61st, 62nd, 63rd, these measures comply with article under the circumstance of the investors and their concerted action can be applied to the China Securities Regulatory Commission waiver of the following matters:

    (A) takeover offer for free to increase its stake;

    (B) there are qualifications, types of restrictions on the shares or laws, administrative regulations, the special circumstances specified by the CSRC may apply for free to an offer by all shareholders of the acquiring company.

    Do not seek a waiver, investors and their concerted action shall on receipt of the notification within 30th of China Securities Regulatory Commission or its controlling shareholders are reducing the purchase of company shares held by 30% or 30%, intends to offer other than to continue to increase its stake, should make a full offer.

    The 62nd under 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 its interest in 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 purchaser can continue to increase its stake.

    63rd under any of the following circumstances, the parties may apply to the CSRC summarily exempted from offer:

    (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;

    (Ii) has an interest in a listed company's shares meets or exceeds the 30% shares of the company, one year after the date of this fact, every 12 months, increased its stake in the company has an interest in no more than 2% shares of the company;

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

    (D) the price approved by the general meeting of shareholders of listed companies to specific shareholder to buy back shares and reducing equity, leading parties having an interest in the company's shares more than 30% shares of the company;

    (E) securities companies, banks and other financial institutions, within their scope of law engaged in underwriting, loan business left it holding more than 30% shares of a listed company, 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;

    (Vi) resulting from an inherited stake in a listed company with interests in more than 30% shares of the company;

    (VII) 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. According to Qian paragraph subsection (a) items and subsection (three) items to subsection (seven) items provides proposed exemption application of, 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; according to Qian paragraph subsection (ii) items provides, related investors in holdings behavior completed Hou 3rd within should on shares holdings situation made announcement, and to China SFC proposed exemption application, The China Securities Regulatory Commission from the date of receipt of the application documents meet the requirements within 10 business days whether to exempt decision.

    China Securities Regulatory Commission does not agree with the summary application, the investors shall submit an application in accordance with the provisions of the present article 62nd.

    64th purchaser apply for exemption, should hire professional advice given by law firms and other professional institutions.

    Seventh chapter financial advisor

    Article 65th hired financial advisers shall perform the following duties:

    (A) due diligence investigation of the purchaser of the relevant circumstances;

    (B) should be made available to purchaser, purchaser request professional services, comprehensive assessment of the target company's financial and operating conditions, help the acquirer analysis of law involved in the acquisition, financing, business risk, acquisition programme involving the purchase price, payment arrangements and other matters, acquisition policy proposals and guide the purchaser in accordance with the content and format documents;

    (Iii) the purchaser for the operation of the securities market of counselling, acquisition of Directors, supervisors and senior managers are familiar with relevant laws, administrative regulations and the provisions of the China Securities Regulatory Commission, fully aware of its obligations and responsibilities should be, urging the law reports, bulletins, and other legal obligations;

    (D) the acquisition is in line with the approach of provisions and Declaration of authenticity, accuracy and completeness of the file content for full verification and validation, professional views on the acquisition objective and impartial manner;

    (E) accept the purchaser who commissioned, submitted documents to the CSRC, according to the China Securities Regulatory Commission's audit opinion, organizing and coordinating the acquirer and other professional organizations with a response;

    (Vi) signed an agreement with the purchaser, within 12 months after the acquisition is completed, continuous supervision acquirer will comply with the laws, administrative regulations, provisions of the China Securities Regulatory Commission, the stock exchange listing rules, the articles of incorporation, shall exercise the shareholder's rights, practical implementation of commitment or agreement.

    Article 66th financial consultants who hire advisers report issued by this acquisition, description and analysis of the following issues and clear opinion of the item-by-item:

    (A) the acquisition of listed companies report of the purchaser or an offer to purchase the disclosure of the contents of the report are true, accurate and complete;

    (B) the purpose of this acquisition;

    (Three) acquisition people whether provides all essential proved file, according to on acquisition people and holding shareholders, and actual control people of strength, and engaged in of main business, and continued business status, and financial status and integrity situation of verification, description acquisition people whether has subject qualification, whether has acquisition of economic strength, whether has specification operation listed company of management capacity, whether need bear other additional obligations and the whether has perform related obligations of capacity, whether exists bad integrity records;

    (Iv) operation of the securities market guidance of the purchaser, its directors, supervisors and senior managers are familiar with relevant laws, administrative regulations and the provisions of the China Securities Regulatory Commission, fully informed of the obligations and responsibilities that should be assumed, urging the law reports, bulletins, and other legal obligations;

    (E) the acquired shareholding control structure of man and its controlling shareholder, actual control of man being in control of the acquirer;

    (Vi) the purchaser purchasing funds source and legitimacy, the existence of this acquisition of shares pledged in obtaining financing from banks and other financial institutions;

    (G) involve the purchaser to pay the purchase price of securities, should be about whether the information disclosure by securities issuers is true, accurate and complete and the ease of trading conditions;

    (H) whether the purchaser has fulfilled the necessary authorization and approval procedures;

    (IX) acquisition has been maintained stable management of listed company to make arrangements for the transition period, compliance with the relevant provisions of the arrangement;

    (J) analysis of the follow-up programme with the purchaser, purchaser engaged in the business of listed companies engaged in business competition, related party transactions, acquisition solutions and corporate competition, conflict of interest and maintain the independence of listed companies analyze, illustrate this acquisition of listed companies independence and potential impact of sustainable development;

    (11) in the purchase of the subject-matter insured is set on the other right, whether in addition to the purchase price or other compensatory arrangements were made;

    (12) between the purchaser and its affiliates and the acquired company does business, the acquirer and the acquired company's directors, supervisors and senior managers to serve on its future arrangements to reach some sort of agreement or tacit understanding;

    (13) the listed company holding shareholder, actual control and its affiliates whether there are outstanding on the company's debt, outstanding for its debt guarantees provided by others or damage the interests of the company; there is the case of whether practical solutions;

    (14) relates to purchaser the proposed exemption, should indicate whether the acquisition is exempt purchaser who is committed and competent to perform the relevant strength of commitment. 67th independent directors of listed company's Board of directors or to hire an independent financial adviser, not at the same time as the acquisitions of the financial adviser or financial advisor associate relationship with the purchaser. Independent financial advisers should be carried out according to the principle of due diligence, the fairness and legality of this acquisition for professional advice.

    Independent financial advisers report should note the following issues and analysis, clear opinion:

    (A) the purchaser is subject;

    (B) the acquisition of human strength and the acquisition of the acquired company operated independence and sustainable development analysis of the possible impact of;

    (C) the purchaser whether there is a use of the acquired company's assets or financial assistance for the acquisition of the acquired company;

    (D) relates to an offer to purchase, and analysis of the acquired company's financial situation, indicate whether the purchase price fully reflects the value of the acquired company, offer fair and reasonable, to public shareholders to accept the offer of the acquired company's recommendations;

    (E) involve the purchaser to pay the purchase price of securities should also be based on the issuer's assets, business and earnings forecast, estimate the value of securities analysis, offers to the public shareholders of the acquired company are fair and reasonable, the acceptability of the acquirer's offer some professional advice;

    (Six) involved management layer acquisition of, should on listed company for valuation analysis, on this times acquisition of pricing according to, and paid way, and acquisition sources, and financing arrangements, and repayment plans and feasibility, and listed company internal control system of implementation situation and effectiveness, and above personnel and immediate family in recently 24 months within and listed company business between situation and acquisition report book disclosure of other content, for full verification, published clear views.

    The 68th financial adviser entrusted to submit the application documents to the CSRC, and should be made in the financial report in the following commitments:

    (A) is in accordance with the provisions of due diligence obligations, had good reason to believe that the published professional opinion with the purchaser to declare the contents of a file there is no substantive difference;

    (B) to verify the purchaser filing and be sure to declare the contents and format of the file in accordance with regulations;

    (C) had good reason to believe that this acquisition is in line with laws, administrative regulations and the provisions of the China Securities Regulatory Commission, had good reason to believe that the acquirer to disclose information is true, accurate and complete, and does not contain any false record, misleading statements and material omissions;

    (D) as far as the acquisition of professional advice has been issued by its core institutional review and adoption;

    (E) while serving as financial adviser, stringent security measures have been taken, strictly implement the internal firewall system;

    (Vi) continuous supervision agreement with the purchaser.

    69th financial advisers during the acquisition process and continuous supervision, should be concerned about whether the acquired company to the purchaser and its affiliates to provide security or damage the interests of listed companies such as borrowing, found to be illegal or improper acts shall promptly report to the local Office of the China Securities Regulatory Commission, and the stock exchange.

    70th financial consultants to carry out his mandate, you can hire other professional institutions to assist in the verification of the purchaser, it should be provided by the purchaser information and disclosure information for independent judgment.

    The 71st since the purchaser notice on acquisition of listed companies to report within 12 months after the acquisition, financial advisers should be routine, regular visits and other means of communication, focusing on operating situation of listed companies, combined with the acquired company disclosure of periodic and ad hoc bulletin, the acquirer and the acquired company to perform continuous supervision responsibilities:

    (A) urge the acquirer for equity transfer procedures in a timely manner, and to perform reporting and notice obligations;

    (B) supervision and inspection, the acquirer and the acquired companies shall regulate the operation;

    (C) to supervise and inspect the purchaser fulfilling public commitments;

    (D) combining the acquired company regularly report, verification of the purchaser of the implementation of the follow-up plan, is expected to achieve its objectives, implementation and disclosure of content there is a big difference, whether related to earnings forecasts or the management is expected to achieve its objectives;

    (E) relating to management buyout, verification were acquired in the company's periodic reports disclosure of the repayment plan implementation is consistent with the facts;

    (F) supervise and fulfil other duties prescribed in the takeover situation.

    Continuous supervision during the financial advisor should be combined with disclosure of quarterly reports, semi-annual and annual reports issued by continuous supervision and within 15th of the preceding periodic reports reported to the Agency. In the meantime, financial advisers are finding a purchaser in the acquisition of listed companies disclose in the report the information is inconsistent with the facts, should urge the acquirer to disclose relevant information, and timely report to the local Office of the China Securities Regulatory Commission, and the stock exchange.

    Financial adviser to termination of the contract, it shall make a written report to the local Office of the China Securities Regulatory Commission, and give reasons for their continuous supervision roles could not be maintained, and shall be published.

    Eighth chapter continuous supervision

    72nd within 12 months after the completion of the acquisitions of listed companies, financial advisers employed by the purchaser shall, before each quarter on the previous quarter in the 3rd greater impact on listed company's investment, buying or selling assets, related party transactions, the main business adjustments as well as directors, supervisors and senior managers replaced, staff placement, acquisition fulfils his commitments, to report to the Agency.

    Purchaser registration and listed company registered in different, foregoing the report at the same time should also be reported to Agency of the location of the purchaser.

    73rd agencies according to the principle of prudent supervision, and undertake the auditing of listed companies by the accounting firm talk, check financial advisor supervisory responsibility implementation, regular or irregular spot checks and other means, upon completion of the acquisition of the purchaser and listed companies conducting supervision and inspection.

    Agency found with the purchaser disclosure of significant differences in the content and focus attention on acquisition of listed companies and may order the acquirer will extend the continuous supervision of financial advisers, and the law in the investigation.

    During the continuous supervision, financial advisor with the purchaser to terminate the contract, the acquirer shall be hired financial consultants to perform continuous supervision of other responsibilities.

    74th in the listed company, was acquired the shares of the company held by the purchaser, shall not be transferable within 12 months after the acquisition is completed.

    The purchaser has an interest in the acquired company's shares at the same actual control control of transfer between different subjects without the limitation of the preceding 12 months, shall comply with the provisions of the sixth chapter of these measures.

    Nineth regulatory measures and legal liability 75th company acquisitions and activities related to changes in interests in shares of the disclosure obligation, in accordance with the approach set out in reports, announcements and other relevant obligations, the China Securities Regulatory Commission ordered corrective action and regulatory talks or issue a letter of warning, suspended or stopped acquisitions and other regulatory measures.

    In front of the correct, relevant information disclosure obligations not subject to actual disposal of shares or exercising the right to vote. 76th listed company acquisitions and activities related to changes in interests in shares in the obligation to disclose information in the reports, bulletins and other documents in any false record, misleading statements or material omissions, the China Securities Regulatory Commission ordered corrective action and adopt regulatory talks or issue a letter of warning, suspended or stopped acquisitions and other regulatory measures.

    In front of the correction, the acquirer of the holding or the actual disposal of the shares may not exercise the right to vote. 77th investors and their concerted action by obtaining controlling rights of listed companies that are not in accordance with these regulations of financial advisers, avoiding the legal procedures and obligations, disguised takeover of a listed company, or circumvent the jurisdiction of the foreign investors, China Securities Regulatory Commission ordered corrective action and issue a letter of warning, suspended or stopped acquisitions and other regulatory measures.

    In front of the correction, the acquirer shall not hold or on the actual disposal of shares to exercise the right to vote.

    78th article issued acquisition offer of acquisition people in acquisition offer term expires, not according to agreed paid acquisition price or purchase pre by shares of, since the facts occurred of day up 3 years within shall not acquisition listed company, China SFC not accepted acquisition people and associated party submitted of declared file; suspected false information disclosure, and manipulation securities market of, China SFC on acquisition people for filed inspection, law held its legal responsibility.

    Financial advisers employed by the purchaser in the preceding paragraph there is insufficient evidence to show that its due diligence, the CSRC shall be investigated for legal responsibility according to law.
79th the controlling shareholders and actual controllers in the transfer of control of the company, did not pay off its debt to the company, not disengaged to provide security, or other circumstances as not damage the interests of the company to remedy the situation, the China Securities Regulatory Commission ordered corrective action, suspended or stopped acquisitions.

    Acquired company's Board of Directors failed to take effective measures to promote company's controlling shareholder, actual control to correct it, or after the completion of the acquisition failed to induce the acquirer to comply commitment, arrangements or assurances, the China Securities Regulatory Commission identified the relevant Directors as unsuitable.

    80th the listed company director fails to perform the duty of loyalty and diligence, by acquiring gain unfair advantage, the China Securities Regulatory Commission to take regulatory measures such as regulatory talks or issue a letter of warning, can be found to be not fit and proper persons.

    Provisions of the articles of association involved in controlling rights of listed companies in violation of the law, administrative regulations and these rules, the China Securities Regulatory Commission ordered corrective action.

    81st for listed companies issued by the acquisition of asset evaluation reports, audit reports, legal opinions and financial consultancy securities service institutions or securities firms and their professionals, of failing to perform their duties, the China Securities Regulatory Commission ordered corrective action and taking regulatory measures regulatory talks or issue a letter of warning.

    82nd China Securities Regulatory Commission listed the company's acquisitions and activities related to changes in interests in shares of parties in violation and corrective action recorded in the credit file.

    Violations of the provisions of these measures constitute violations of securities, shall be investigated for legal responsibility according to law.

    The tenth chapter supplementary articles

    83rd concerted action in these measures refers to investors through agreements and other arrangements, with other investors to expand its disposal of a number of listed company's shares the right to vote Act or fact. On listed company's acquisition activities and related changes in interests in shares investors acting in concert in each other people acting in concert.

    If there is no evidence to the contrary, investors in any of the following circumstances, for persons acting in concert:

    (A) the investor has equity control;

    (B) investors are controlled by the same body;

    (C) the investor directors, supervisors or senior managers of key members, while another investor as a Director, supervisor or senior management personnel;

    (D) investors holding another investor, major decisions have a significant impact on the joint stock company;

    (E) legal persons other than banks, other organizations, and financing arrangements for investors the shares of natural persons;

    (F) partnership, cooperation, and joint exists between investors and other economic interests;

    (VII) 30% or more natural persons holding investor, and investors holding shares of listed companies;

    (VIII) served in the investor directors, supervisors and senior managers, and investors holding shares of listed companies;

    (I) holders of investors more than 30% shares of natural persons and served in the investor directors, supervisors and senior management staff, and their parents, spouses, children and their spouses, spouse's parents, brothers and sisters and their spouses, spouse, siblings and their spouses and other relatives, and investors holding shares of listed companies;

    (J) the listed company directors, supervisors, senior management and their relatives to hold shares of the company referred to in the preceding paragraph, or their own relatives or referred to in the preceding paragraph may be directly or indirectly controlled by the enterprise to hold shares of the company;

    (11) the listed company directors, supervisors, senior management and staff and the control of or a legal person or other organization entrusted to hold shares of the company;

    (12) has a different relationship between investors. Concerted action should consolidate their shares.

    Investors calculate their shares, the shares registered in his name should be included, including shares of registered persons acting in its name.

    Investors believe it should not be considered as persons acting in concert with others, you can provide evidence to the contrary, to the China Securities Regulatory Commission.

    84th under any of the following circumstances, as it has controlling rights of listed companies:

    (A) the investor for more than 50%-owned listed company holding shareholder;

    (B) investors can actually dominate the voting rights of shares of listed companies more than 30%;

    (C) decisions adopted actually dominate the voting rights of shares of listed companies to the investor over half of the membership of the Board of the company;

    (D) the investors according to their actual voting rights of disposal of shares of listed companies to have a significant impact on the resolution of the general meeting of shareholders of the company;

    (E) other circumstances recognized by the China Securities Regulatory Commission.

    85th article information disclosure obligations people involved calculation its holding proportion of, should will its by holding some listed company has issued of can conversion for company stock of securities in the right to conversion part with by holding some same listed company of shares merged calculation, and will its holding proportion and merged calculation non-equity class securities to shares Hou of proportion compared, to both in the of high who for associate; line right term expires not line right of, or line right conditions no longer has of, without merged calculation.

    Referred to in the preceding paragraph, whichever is greater, shall be computed by the following formula:

    (A) number of shares held by investors/total number of shares of listed companies

    (B) (the number of shares held by investors + holdings of non-equity securities that can be converted to shares corresponding to the number of shares)/(total number of shares of listed companies + distribution can be converted to shares of listed companies of non-equity securities corresponding to the total number of shares)

    86th investors transferred for administrative, enforcement of court decisions, inheritance, gift or any other means of obtaining controlling rights of listed companies shall, in accordance with the provisions of chapter approaches the fourth implementation report, announcement.

    87th changes in equity reports, report on the acquisition, tender offer report, acquired the company directors ' report, offer an exemption application documents file contents and format, developed separately by the China Securities Regulatory Commission.

    88th acquired firms listed on the inside and outside at the same time, purchaser in addition shall comply with the relevant provisions of this approach and the China Securities Regulatory Commission, but should also observe the overseas listing of the relevant provisions.

    89th foreign investors purchase a listed company and has an interest in the listed company changes, apart from the outside shall comply with these regulations and shall comply with the relevant provisions of foreign investors to invest in listed companies. 90th these measures shall come into force on September 1, 2006. China SFC released of listed company acquisition management approach (SFC makes 10th,), and listed company shareholders holding changes information disclosure management approach (SFC makes 11th,), and on offer acquisition involved of was acquisition company stock listed trading conditions about problem of notification (card prison company word [2003]16,) and on specification listed company actual control right transfer behavior about problem of notification (card prison company word [2004]1,) while abolition.

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