Administrative Measures For Material Asset Reorganization Of Listed Companies

Original Language Title: 上市公司重大资产重组管理办法

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Administrative measures for material asset reorganization of listed companies

    (October 23, 2014, China Securities Regulatory Commission to 109th published since November 23, 2014) 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, its production, documents issued by the authenticity, accuracy and completeness of responsibility.

    Securities service institutions and personnel provided for in the preceding paragraph, not abetting, assisting or colluding with attorneys to prepare or disclose false record, misleading statement or material omission of report and announcement file, not to engage in unfair competition, material asset reorganization of listed companies must not be used to seek illegitimate interests.

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 and management.

    CSRC audit listed companies ' significant asset restructuring applications for or to issue shares to buy assets, based on the standardized operation and integrity of the listed companies, financial consultants ' practising ability and quality of practice, combined with the industrial policies of the State and restructuring transactions types, diversity, openness and transparency of the regulatory system, there are conditions to reduce the audit contents and links.

    Nineth shall be encouraged in accordance with establishment of buyout funds, equity funds, venture capital funds, investment funds and other investment institutions to participate in mergers of listed companies.

    Article tenth 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), m submitted by vote of the Committee on its consideration of a major reorganization of assets or issue shares to buy assets apply for voting, audit observations.

    Chapter II principles and standards for major assets restructuring

11th major assets restructuring of listed companies, the transaction meets the following requirements should be sufficient description and disclosure:

(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.

12th listed company and its 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, according to the principle of prudent supervision, ordered to listed companies in accordance with these regulations supplement the disclosure of relevant information, suspension of trading, hired an independent financial adviser or other securities services supplementary checks and disclosure of professional advice. 13th article since control right occurred change of day up, listed company to acquisition people and associated 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 11th article, and 43rd article provides of requirements outside, Board (containing SMEs Board) listed company purchase of assets corresponds to of business entity should is Corporation or limited responsibility company, and meet

Management of initial public offering and listing (SFC, 32nd), provided the other conditions of release; purchased assets of listed companies belonging to specific industries such as finance, venture capital, otherwise specified by the CSRC.

    Company not listed on the gem trading behavior of the implementation of the provisions of the preceding paragraph.

14th calculate the percentage provided for in article 12th, 13th, 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 12th 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.

Have been prepared in accordance with these regulations and disclosure of material asset reorganization report assets transactions, not within the scope of accumulated, but these measures except in circumstances prescribed in the 13th.

    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.

15th 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%, shall perform obligations in accordance with the regulations and procedures.

    Chapter III major asset restructuring program 16th 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.

17th 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. 18th 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 disclose the specific reasons for the replacement, as well as representations of securities services.

    Article 19th asset reorganization of listed companies should be in a major report management discussion and analysis section, the transaction of listed company's continued viability and future prospects, current year earnings per share and other financial indicators and detailed analysis of the impact of non-financial indicators.

20th major asset restructuring-related assets for asset evaluation as the basis for pricing, asset evaluation agencies should follow the asset valuation standards and standard practice; listed companies should assess the independence of the Agency, the Board of Directors evaluation assumptions of rationality, method and objective of evaluation of relevance and assess the clear opinion of the fairness of pricing. Asset assessments as a basis for pricing of assets, material asset reorganization of listed companies in the report analyses in detail the relevant asset valuation methods, parameters, and other indicators and factors affecting the valuation results.

The independence of the Board of Directors of listed companies should be valued institutions, valuation assumption of rationality, valuation method and valuation of the clear opinion of the relevance of the objective, and comparable transactions of the relevant asset prices, the city of industry listed company's earnings or net access indicators such as rates, material asset reorganization in detail in the report of the trade fair.

    The first two cases, assessment agencies, valuation principle should take two more kinds of assessments or valuations; independent shall attend meetings of the Board of Directors of listed companies, to protect the independence of the assessment or valuation bodies, assessment or valuation assumption of rationality and the independent opinion of the fairness of the transaction price, and separately disclosed.

Article 21st 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.

22nd listed company shall make a material asset reorganization Board resolution the next workday after disclosure of at least the following documents:

(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 to audit reports, appraisal report or valuation reports shall be announced simultaneously with the convening notice of the general meeting of shareholders.

Voluntary disclosure of earnings forecast of listed companies, the report shall be audited by accounting firms with securities business qualifications, and major asset restructuring report announcement.

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 should be on the Stock Exchange Web site disclose the full text of report material asset reorganization and summaries, reports or opinions of relevant securities services.

23rd material asset reorganization of listed company shareholders resolution, 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.

24th 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 and other lawful means to facilitate the shareholders to participate in general meeting of shareholders.

    In addition to the listed company board directors, supervisors and senior management personnel, individually or as a whole holds more than 5% shares of listed company by shareholders, shareholder votes should be counted separately and disclosed.

25th shareholders of listed companies should make a major restructuring of the General Assembly resolution, the next workday following the announcement that the resolution, as well as the law firm on the convening of this meeting programs, Convenor and staff attendance eligibility, voting procedures and issue legal opinions on matters such as voting results.

    Belonging to the transactions stipulated in this article 13th, listed companies should also be in accordance with the provisions of the China Securities Regulatory Commission to Commission an independent financial adviser within 3 working days of the decision an application to the China Securities Regulatory Commission.

26th listed company directors, supervisors, senior management should be an open commitment to guarantee that material asset reorganization information disclosure and the application does not contain any false record, misleading statement or material omission.

Material asset reorganization transaction the other party should publicly promise the restructuring-related information provided by listed companies in a timely manner, and to ensure that the information provided is true, accurate and complete, as a result of information provided by the false record, misleading statement or material omission, causes losses to the listed companies or investors, will be liable.

    Units and individuals should also be provided for in the preceding two paragraphs public commitments, as this transaction on suspicion of providing information or discloses false record, misleading statement or material omission, filed for investigation by the judicial authorities or investigation by CSRC, in surveys prior to the conclusion of the case, the moratorium on the transfer of its stake in the listed company has an interest.

27th the CSRC in accordance with legal conditions and procedures for listed companies belonging to the 13th article trading application 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 the deal and failed to provide timely responses to specific causes, such as shall be announced.

Material asset reorganization to the 28th General meeting of shareholders resolution, the listed company intends to trade, trading, trading prices and other changes constitute important adjustment on the original deal should be again submitted to the general meeting of shareholders after the Board vote and announcement related documents in a timely manner.

China Securities Regulatory Commission during an audit, a listed company in accordance with the provisions of the preceding paragraph to the original deal to make major adjustments, should also be in accordance with the regulations to the CSRC to reapply, and announcements related to file.

    China Securities Regulatory Commission during an audit, the listed company Board resolution for withdrawal shall state the reasons, it shall be announced; of a listed company's Board of Directors terminated the deal, it should be submitted to the general meeting of shareholders in accordance with articles.

    Article 29th material asset reorganization of listed companies belonging to the way article 13th trading shall submit the merger approval.

Article 30th listed companies receive the China Securities Regulatory Commission to convene after notification of the merger and reorganization of the Conference audit of its 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. Public company m Commission on the applications received after the notification of the outcome of the vote, results 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.
31st listed companies receive the China Securities Regulatory Commission for its application 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.

Article 32nd material asset reorganization of listed companies after the approval process is complete, should implement a restructuring programme in a timely manner and was completed within 3 working days from the date of preparation of the report on the implementation, submit a written report to the stock exchange, and make an announcement. 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 33rd since the completion date of the relevant approval procedures within 60 days, the material asset reorganization is not implemented, a listed company shall, after the expiration of the next workday will report progress made in the implementation of, and make an announcement thereafter once every 30th announcement until completion.

    This approach set forth in 13th, 44th trading, receipt of the China Securities Regulatory Commission approved documents completed not more than 12 months from the date of implementation of the approved document failure.

    34th listed company in the process of implementation of major assets restructuring, significant matters requiring disclosure by laws and regulations, shall make a timely announcement; the matter lead to substantive changes in the deal, submitted to the general meeting of shareholders has to be replaced, which belongs to the 13th of transactions under these measures, still to be approved again by the China Securities Regulatory Commission. 35th article take returns now value method, and assumed development method, based on future returns expected of method on intends purchase assets for assessment or valuation 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 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. The material asset reorganization is expected to be diluted earnings per share of listed companies in the year, listed companies should come up with concrete measures to fill the earnings per share and will vote a bill submitted to the Board of Directors and shareholders.

Related subjects responsible for implementation of the specific measures shall be made public commitments to ensure effective fulfilment of their obligations and responsibilities.

    Controlling shareholders and actual controllers of listed companies or its affiliates controlled by specific object other than to buy assets and has not led to change of control, not to apply the provisions of the preceding two paragraphs, the listed company and the counterparty in accordance with market principles, independent consultations whether performance compensation and earnings per share to fill measures and related arrangements.

Article 36th material asset reorganization of listed companies of the following circumstances occurs, the independent financial adviser shall promptly issue a verification opinion, and make an announcement:

(A) the listed company before the completion of ratification procedures, objects, the transaction object to the transaction, transaction prices and other changes constitute the original restructuring plan major changes, or prior restructuring due to important matters of substantive change;

    (B) the listed company after ratification procedures have been completed, major matters during the restructuring process, led to the original restructuring plan of substantive change. 37th 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 completed, shall be not less than one fiscal year.

    The implementation of the provisions of article 13th 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.

38th 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, and make an announcement:

(A) transactions of delivery or transfer of assets;

(B) implementation of trade commitments by the parties;

(C) posted earnings or profit forecast for implementation;

(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 13th 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 make an announcement.

    The fourth chapter material asset reorganization for information management

    39th 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. 40th 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. 41st 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

    , In a major reorganization of price-sensitive information before the disclosure of confidential information in accordance with law, prohibits the use of the information for insider trading. 42nd 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.

    Chapter fifth issue shares to buy assets

Article 43rd issue shares to buy assets of listed companies should comply with the following requirements:

(A) fully explain and disclose the transaction to improve asset quality, improved financial status and enhance the sustainable profitability and reduce associated transactions of listed companies, to avoid competition, enhance the 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 and its directors, senior management does not exist for alleged crimes by judicial organs investigation or suspected violation investigation by China Securities Regulatory Commission, however, suspected of a crime or illegal conduct has been terminated after 3 years, trading scheme will help eliminate possible adverse consequences of the Act and does not affect the behavior of people except for accountability;

(D) fully explain and disclose ownership of listed companies to issue shares to buy assets for clear operational assets, and within the agreed time limit for completion of ownership transfer;

(V) other conditions stipulated by the CSRC. Listed companies in order to promote integration, transformation and upgrading of industry, in the case of the control does not change, can contribute to the controlling shareholder, actual control or outside of its controlled affiliates, in particular object to issue shares to buy assets.

To buy assets no significant synergies with existing business should be fully explained and disclosed the transaction of business development strategy and business management, and business transformation and upgrading possible risks and countermeasures.

    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 44th of listed companies to issue shares to buy assets that can raise some funds, its pricing in accordance with the relevant existing regulations.

    Issue shares to buy assets of listed companies shall comply with the provisions of these measures regarding major asset restructuring, preparation plans of issuing shares to purchase assets, issue shares to buy assets report and applications to the China Securities Regulatory Commission. 45th listed price shall not be lower than the market price of the shares of the company 90%. Market reference price for the shares to buy assets of the resolutions of the Board of directors before the 20 trading days, 60 days or 120 days one of the trading price of the company's stock.

This issue shares to buy assets of the basis of the resolutions of the Board shall state the market reference price.
The equation for the trading price of the mentioned in the preceding paragraph: resolutions of the Board of Directors of several trading days average trading price of the company's stock = resolutions of several trading days resolutions of the company stock/total number of trading days trading volume in the company's stock.

This issue shares to buy assets of the Board of Directors may adopt a resolution clearly, pending approval by the China Securities Regulatory Commission, compared to the stock price of listed company of significant changes in the original offering price, the Board can be set according to an adjustment of the adjustment programmes on the issue price. Price adjustment programmes provided for in the preceding paragraph should be clear, specific, actionable detail adjustments of assets to be purchased price, number of shares and the reasons for it, full disclosure at the first resolutions of the Board of Directors and submitted to the general meeting of shareholders in accordance with regulations.

    By resolution at a general meeting of shareholders later, adjusted issue price set by the Board of Directors in accordance with the programme, and there in accordance with the provisions of the present article 28th of listed companies to the China Securities Regulatory Commission to reapply.

Article 46th 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.

    47th listed company to issue shares to buy assets, should be submitted to the review of mergers.

48th 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 108th) of the fulfilment of the relevant obligations. Listed company to holding shareholders, and actual control people or its control of associated people issued shares purchase assets, or issued shares purchase assets will led to listed company actual control right occurred change of, subscription shares of specific object should in issued shares purchase assets report book in the public commitment: this times trading completed Hou 6 months within as listed company stock continuous 20 a day of closing below price, or trading completed Hou 6 months final closing below price of,

Lock automatically on a regular basis holding company's stock for at least 6 months.

    Specific object of the provisions of the preceding paragraph shall also issue shares to buy assets pledged in the report: If this transaction was arrested for providing information or disclose false record, misleading statement or material omission, filed for investigation by the judicial authorities or investigation by CSRC, in surveys before the conclusion of the case, not to transfer its stake in the listed company has an interest. 49th 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, the notice should be included in the concluding observations of the independent financial advisers and law firms.

    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.

50th share exchange merger involving listed companies, the share prices of listed companies and issued in accordance with the provisions of this chapter.

Issue preferred shares of listed companies for the purchase of assets or merge with another company, otherwise provided by the China Securities Regulatory Commission, from its provisions.

    Listed companies can issue convertible into shares for a particular object of corporate bonds, directional warrants for the purchase of assets or merge with other companies.

    Sixth seal material asset reorganization and application for issuance of new shares or corporate bonds

51st after examination by the China Securities Regulatory Commission approved a major reorganization of assets upon completion of listed companies apply for a public offering of new shares or corporate bonds, 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.

52nd integrated business unit in these measures, 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

53rd under these measures are not in accordance with the provisions of the relevant obligations or procedures without major restructuring, the CSRC shall order rectification and taking regulatory measures regulatory talks or issue a letter of warning in serious cases, may order the suspension or termination of the restructuring activities, subject to a warning, a fine, and can be taken against the responsible market entry measures.

    Material asset reorganization of listed companies because pricing unfair, illegitimate gains conveyor problems such as damage to listed companies, the interests of investors, the CSRC shall order rectification, and taking regulatory measures regulatory talks or issue a letter of warning in serious cases, may order the suspension or termination of the restructuring activities, subject to a warning, a fine, and can be taken against the responsible market entry measures.

    54th article listed company or other information disclosure obligations people not according to this approach provides submitted major assets restructuring about report, or submitted of report has false records, and misleading sex statement or major missed of, by China SFC ordered corrected, in accordance with securities method 193th article be punishment; plot serious of, can ordered suspended or terminated restructuring activities, and can on about responsibility personnel take market ban into of measures; suspected crime of, law transferred judicial organ held criminal.

55th 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, by China SFC ordered corrected, in accordance with securities method 193th article provides be punishment; plot serious of, can ordered suspended or terminated restructuring activities, and can on about responsibility personnel take market ban into of measures; suspected crime of, law transferred judicial organ held criminal.

    Material asset reorganization or counterparty failing to issue shares to buy assets of listed companies or other disclosure obligations to provide information, or information provided by any false record, misleading statement or material omission, in accordance with the provisions of the preceding paragraph.

56th article major assets restructuring suspected this approach 53rd article, and 54th article, and 55th article provides case of, China SFC can ordered listed company made public description, and hired independent financial consultant or other securities service institutions added verification and disclosure professional views, in public description, and disclosure professional views zhiqian, listed company should suspended restructuring; listed company suspected Qian said case was judicial organ filed investigation or was China SFC filed survey of, in case survey conclusion clear zhiqian should suspended restructuring.

    Alleged circumstances prescribed in the 54th, 55th, these measures, investigation by the judicial authorities or investigation by China Securities Regulatory Commission, the relevant units and individuals shall strictly abide by the public commitments made by, in surveys prior to the conclusion of the case, may not transfer its stake in the listed company has an interest. 57th article listed company director, and prison thing and senior management personnel not perform honest and trustworthy, and diligent due diligence obligations, or listed company of shareholders, and actual control people and about is responsible for personnel not according to this approach of provides perform related obligations, led to restructuring programme damage listed company interests of, by China SFC ordered corrected, and can take regulatory talk, and issued warning letter, regulatory measures; plot serious of, sentenced warning, and fine, and can on about personnel take finds for not appropriate candidates, and market ban into of measures

    ; A suspected crime, transferred to judicial organs for criminal responsibility shall be investigated according to law. 58th article for major assets restructuring issued financial consultant report, and audit report, and legal views, and assets assessment report, and valuation report and the other professional file of securities service institutions and practitioners not perform honest and trustworthy, and diligent due diligence obligations, violation industry specification, and business rules, or not law perform report and announcement obligations, and continued steering obligations of, by China SFC ordered corrected, and can take regulatory talk, and issued warning letter, and ordered public description, and ordered participate in training, and ordered regularly report, and

Found to be not fit and proper regulatory measures such as serious, in accordance with Article No. 226 of the securities law will be punished.

Securities service organizations and their employees in the preceding paragraph made, the documents issued by a false record, misleading statement or material omission, by the China Securities Regulatory Commission ordered corrective action 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.
The circumstances set forth in the preceding two paragraphs, in accordance with the requirements of the China Securities Regulatory Commission before the completion of rectification shall not accept the new listed company acquisition and restructuring business.

    59th article major assets restructuring implementation finished Hou, where for not belongs to listed company management layer prior cannot informed and after cannot control of reasons, listed company by purchase assets achieved of profit not reached assets assessment report or valuation 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 assets assessment institutions, and

    Valuation and its employees 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, the China Securities Regulatory Commission for listed companies, related institutions and persons monitoring conversations, issue a letter of warning, ordering regular reports and other regulatory measures.

    60th article any knows major assets restructuring information of personnel in related information law public Qian, leaked the information, and sale or recommends others sale related listed company securities, and using major assets restructuring spread false information, and manipulation securities market or for fraud activities of, China SFC in accordance with securities method No. 202 article, and No. 203 article, and No. 207 article be punishment; suspected crime of, law transferred judicial organ held criminal.

    The eighth chapter by-laws 61st these measures come into force on November 23, 2014. Posted April 16, 2008 and on August 1, 2011 changes to the management of material asset reorganization of listed companies (SFC, 73rd), released on November 11, 2008, the bankruptcy reorganization material asset reorganization of listed company shares on pricing of the supplementary provisions of the (CSRC announcement (2008), 44th) repealed simultaneously.

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