上市公司收购管理办法 Administration of the Takeover of Listed Companies Procedures

hall announce the transfer agreement and the name of the entrusted securities company， and notify the listed company， on the day following the submission of the application to transfer shares；

　　3. the stock exchange shall complete its examination and shall make a decision whether to confirm or not to confirm the transfer of shares applied for within three working days of its receipt of the application for transfer of shares；

　　4. if the stock exchange confirms the transfer of shares applied for， the entrusted securities company shall， on behalf of both parties to the transfer， apply to the securities registration and clearing institution for registration of the change in ownership； the transferee shall make an announcement within two working days of the completion of the procedures for registration of the change in ownership；

　　if the stock exchange does not confirm the transfer of shares， the entrusted securities company shall， on the date of receipt of the stock exchange's notice， notify the two parties to the transfer and the target company of the non-confirmation decision and， on behalf of the two parties to the transfer， apply to the securities registration and clearing institution to release the relevant portion of the stocks from temporary custody； the transferor shall make an announcement within two working days of its gaining knowledge of the non-confirmation decision；

　　5. after the completion of the procedures for the transfer of the shares and the registration of the change in ownership， the entrusted securities company shall， on behalf of the transferee， apply to the securities registration and clearing institution to release the relevant portion of the stocks from temporary custody， and the assignee shall make an announcement within two working days of the submission of the application to terminate custody， whereupon trading in the relevant portion of the shares on the stock exchange shall resume.

　　Article 20　When the controlling shareholder or another person with actual control of a listed company intends to transfer its actual control of the company， if such

person has not yet discharged all of its liabilities to the company， or if the security that the company has provided for the person's debt（s） has not yet been released or if such person has otherwise prejudiced the interests of the company， the board of directors of the target company shall engage an auditing firm for the company to perform a special examination of the relevant matters and issue an examination report， and shall require that the controlling shareholder or other person with actual control proposes a feasible solution. The board of directors and the independent directors of the target company shall independently express their opinions as to whether the proposal is feasible. The examination report， the proposed solution and the opinions of the board of directors and the independent directors shall be announced together by the target company.

　　If the controlling shareholder or the other person with actual control mentioned in the preceding paragraph refuses to propose a solution， the board of directors and the independent directors shall take adequate and effective legal measures to safeguard the company's interests.

　　Article 21　If after obtaining the agreement of the CSRC and the stock exchange， shareholders of a listed company wish to sell their shares through public solicitation， they shall entrust a securities company to handle the matter on their behalf， and the specific procedures and requirements shall be governed by the business rules of the stock exchange.

　　Article 22　A purchaser's gaining or possible gaining of actual control of a listed company by virtue of its becoming a holder or gaining control of the shares of the company by lawful means such as administrative transfer of State-owned shares， court ruling， succession or gifting shall be handled pursuant to this part.

　　PART THREE　RULES FOR TAKEOVER OFFERS

　　Article 23　When the percentage of the shares of a listed company held or controlled by the purchaser reaches 30% of the issued shares of the company， the purchaser shall， on the day after such fact arises， submit a listed company takeover report to the CSRC， submit duplicates thereof to the CSRC agency of the place where the listed company is located and the stock exchange， notify the target company and make an announcement. If the purchaser has failed to perform its reporting and announcement obligations in accordance with these Procedures， it may not continue increasing its shareholding or control.

　　If the purchaser mentioned in the preceding paragraph continues to increase its shareholding or control， it shall use the takeover-by-offer method and tender an offer to all shareholders of the company offering to acquire their entire shareholdings. In circumstances conforming to those set out in Part Four hereof， the purchaser may apply to the CSRC for exemption.

　　If the purchaser mentioned in the preceding paragraph has already submitted and announced the listed company takeover report prior to the shares of the listed company that it holds or controls reaching 30% of the issued shares of the said company， the purchaser may limit its submission and announcement to the sections of the current report that differ from those of the previous report.

　　Article 24　If a purchaser that holds or controls less than 30% of a listed company's listed shares uses the takeover by offer method to increase its holding， the percentage of shares scheduled for takeover may not be less than 5% and after the completion of the takeover， the percentage of shares held or controlled may not exceed 30%. If the percentage of shares scheduled for takeover exceeds 30%， the purchaser shall tender an offer to all shareholders of such company offering to acquire their entire shareholdings； in circumstances conforming to those set out in Part Four hereof， the purchaser may apply to the CSRC for exemption.

　　Article 25　A purchaser engaging in takeover of a

listed company by means of takeover by offer shall submit a takeover-by-offer report to the CSRC， submit duplicates thereof to the CSRC agency of the place where the listed company is located and the stock exchange， notify the target company and publish a warning containing a summary of the takeover-by-offer report.

　　The stock exchange may decide to suspend trading in the target company's listed shares based on market administration needs.

　　Article 26　The takeover-by-offer report shall contain the following particulars：

　　1. the name and domicile of the purchaser；

　　2. the decision of the purchaser concerning the takeover；

　　3. the name of the listed company targeted；

　　4. the purpose of the takeover；

　　5. a detailed description of the shares to be acquired and the number of shares scheduled to be acquired；

　　6. the time limit for and price of the takeover；

　　7. the amount and guaranteed availability of the funds required for the takeover；

　　8. the ratio between the total number of issued shares of the target company and the number of shares in such listed company held at the time of submission of the takeover-by-offer report；

　　9. the follow-up plan for the period after completion of the takeover； and

　　10. other particulars that the CSRC requires to be included.

　　Article 27　The purchaser shall state in the report whether it intends to delist the target company after completion of the takeover. If the purchaser intends to delist the target company， it shall make a special note of the fact in a conspicuous location within the takeover-by-offer report.

　　The purchaser shall state in the takeover-by-offer report whether the change in the distribution of the equity in the target company will prejudice the continuation of the company's listing. If it will prejudice the company's continued listing， the purchaser shall propose a specific plan for maintaining the company's listing.

　　Article 28　The purchaser shall retain a lawyer to examine and issue a written legal opinion on the truthfulness， accuracy and completeness of its takeover-by-offer report.

　　The purchaser shall engage a financial consultant or other such professional organization to assess the actual ability of the purchaser to perform the takeover obligations. The professional opinion of the financial consultant shall be announced.

　　Article 29　If the purchaser applies to cancel the takeover plan after submitting the takeover-by-offer report to the CSRC and prior to issuing the takeover offer， it may not engage in activities to acquire the same listed company within 12 months of the date of submission to the CSRC of the written application to cancel the takeover plan.

　　Article 30　If the CSRC has not raised objections to the takeover-by-offer report within 15 days of its receipt thereof， the purchaser may announce its takeover offer documents. If the CSRC raises objections， the purchaser shall rectify or supplement the relevant particulars. The time that the purchaser spends on rectification or supplementation will not be counted in the above-mentioned time.

　　Article 31　The board of directors of the target company shall engage， on the company's behalf， an independent financial consultant or other such professional organization to analyze the financial position of the target company and to provide professional opinions as to whether the terms of the takeover offer are fair and reasonable， the possible effects of the takeover on the company and other such matters， and shall announce the same.

　　In the case of takeover of a listed compan

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