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

y by its management and staff， the independent 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 op

inions 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. The financial consultant's fee shall be borne by the target company.

　　Article 32　The board of directors of the target company shall submit the report of the target company's board of directors together with the independent financial consultant's professional opinions to the CSRC， submit duplicates thereof to the CSRC agency of the place where the listed company is located and the stock exchange and announce the same within 10 days of the issuance of the takeover offer by the purchaser.

　　The report by the board of directors of the target company shall provide advice to the shareholders as to whether to accept the takeover offer； the independent directors of the target company shall express their views separately and both the advice and the opinions shall be announced together.

　　If the purchaser makes major amendments to the terms of the takeover offer， the board of directors of the target company shall submit a supplementary report on the amendments； the independent directors shall express supplementary opinions and both the report and the opinions shall be announced together.

　　Article 33　The decisions made and measures taken by the directors， supervisors and senior management of the target company with respect to the takeover activities may not prejudice the lawful rights and interests of the company or its shareholders.

　　After the purchaser publishes a warning， the board of directors of the target company may not propose the following matters， except in the course of continuing the performance of executed contracts and the implementation of adopted resolutions of the shareholders' general meeting：

　　1. issuance of shares；

　　2. issuance of convertible corporate bonds；

　　3. repurchase of listed company shares；

　　4. amendment of the company's articles of association；

　　5. conclusion of contracts that could have a major effect on the company's assets， liabilities， rights， interests or business results， except in the company's ordinary course of business； or

　　6. disposal or purchase of major assets or changes to the company's main business， except business or asset reorganization carried out when the company is facing major financial difficulties.

　　Article 34　The purchaser shall observe the following principles when determining the price of the takeover offer：

　　1. the price for listed shares of the same class that are the subject of the takeover offer shall not be less than the higher of the following prices：

　　（1） the highest price that the purchaser paid for the target company's listed shares of that class during the six months prior to the date of publication of the warning；

　　（2） 90% of the arithmetic mean of the daily weighted average prices of the target company's listed shares of that class for 30 trading days prior to the date of publication of the warning.

　　2. the price for non-listed shares that are the subject of the takeover offer shall not be less than the higher of the following：

　　（1） the highest price that the purchaser paid for non-listed shares of the target company during the six months prior to the date of publication of the warning；

　　（2） the target company's audited net asset value per share for the most recent period.

　　If under special circumstances there is a need to adjust the above-mentioned pricing principles， the purchaser shall obtain approval from the CSRC in advance. If the takeover price proposed by the purchaser is manifestly unfair， the CSRC may require the purchaser to make adjustment.

　　Article 35　If the purchaser is to make payments in cash， it shall， at the same time as publishing the warning， deposit and cause to be frozen a performance bond of not less than 20% of the total

takeover amount into a bank account designated by the securities registration and clearing institution.

　　If the purchaser is to make payments by means of legally negotiable securities， it shall， at the same time as publishing the warning， deliver all the securities to be used for payment into the custody of the securities registration and clearing institution， with the exception of those that， according to the business rules of the securities registration and clearing institution， do not fall under the scope of custody.

　　If the purchaser cancels the takeover plan and no misconduct investigation is involved， it may apply to release the freeze on the performance bond or to release the securities from custody.

　　Article 36　The term of the takeover offer shall be no less than 30 days and may not exceed 60 days， unless a competing offer is made.

　　The purchaser may not revoke the takeover offer within the period thereof.

　　Article 37　If the purchaser wishes to amend the terms of the takeover offer during the period thereof， it must first file a written report with the CSRC， submit duplicates thereof to the CSRC agency of the place where the listed company is located and the stock exchange， and notify the target company； the purchaser may make the amendments only after approval of the CSRC and must make an announcement thereof.

　　Article 38　The purchaser may not amend the takeover offer less than 15 days prior to the expiration thereof， unless a competing offer is made.

　　If a competing offer is made and the initial offeror amends the terms of its takeover offer less than 15 days prior to the expiration thereof， the period shall be extended. The extended period may not be less than 15 days and may not continue past the date of expiration of the last competing offer.

　　Article 39　If there is a major change in any of the basic facts disclosed in the takeover-by-offer report， the purchaser shall submit a written 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 thereof within two working days of the occurrence of such change.

　　Article 40　The purchaser shall entrust a securities company to apply to the securities registration and clearing institution for temporary custody of the share certificates in respect of which the offer has been preliminarily accepted.

　　The share certificates in respect of which the offer has been preliminarily accepted that are in the temporary custody of the securities registration and clearing institution may not be negotiated in any way during the term of the takeover offer.

　　Article 41　Shareholders that have preliminarily accepted the offer have the right to withdraw their preliminary acceptance prior to the expiration of the offer. The securities registration and clearing institution shall release the share certificates in respect of which the offer has been preliminarily accepted from temporary custody based on the applications by the shareholders that preliminarily accepted the offer in respect of those shares.

　　The purchaser shall announce the number of shares in respect of which the offer has been preliminarily accepted and the number of shares in respect of which preliminary acceptance has been withdrawn on the stock exchange's website each day during the term of the takeover offer.

　　Article 42　Upon the expiration of the term of the takeover offer， the purchaser shall purchase， on the terms of the takeover offer， all the shares in respect of which the offer has been preliminarily accepted. If the quantity of shares in respect of which the offer has been preliminarily accepted exceeds the quantity of shares scheduled to be acquired， the purchaser shall acquire the shares in respect of which the offer has been preliminarily accepted in equal proportions.

　　Within three working days after expiration of the takeover offer， the entrusted securities company shall apply to the securities registration and clearing institution for share transfer settlement and change of ownership registration and for release of the shares in excess of the number scheduled to be acquired from temporary custody.

　　Article 43　The purchaser shall submit a written report on the takeover 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 within three working days of the expiration of the takeover offer.

　　Article 44　From the time of publication of the warning until the expiration of the takeover offer， the purchaser may not buy or sell target company shares in a manner other than through the takeover offer or on terms beyond those of the offer.

　　Article 45　If competing offers are made， the board of directors of the target company shall treat all takeover offerors fairly.

　　Article 46　If a purchaser intends to issue a competing offer， it 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 no later than five days prior to the expiration of the initial offer. If the CSRC has not raised objections to the takeover-by-offer report w

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