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

ithin 15 days of the receipt thereof， the purchaser may announce its takeover offer documents.

　　Article 47　If a purchaser intends on an ongoing basis to publicly request to purchase the shares held by the shareholders of the same listed company， thereby causing such listed company's shares held or controlled by the purchaser upon completion of such purchases to reach or exceed 5% of the company's issued shares， such purchases constitute a takeover by offer and the purchaser shall observe the takeover-by-offer rules of these Procedures.

　　PART FOUR　EXEMPTION FROM TAKEOVER-BY-OFFER OBLIGATIONS

　　Article 48　In situations conforming with Article 49 or Article 51 hereof， the purchaser may apply to the CSRC for the following exemptions：

　　1. exemption from the obligation to increase its shareholding by means of the takeover-by-offer method；

　　2. exemption from the obligation to issue a takeover offer to all shareholders of the target company；

　　3. exemption from the obligation to offer for all the shares of the target company.

　　Article 49　The purchaser may apply to the CSRC for exemption in any of the following situations：

　　1. listed company shares are transferred between different entities that are actually controlled by the same person， the person actually controlling the listed company after the share transfer remains unchanged and the transferee has undertaken to perform the sponsor obligations；

　　2. the listed company is facing serious financial difficulties， and the purchaser is taking over the company to rescue it and has proposed a feasible restructuring plan；

　　3. the listed company is issuing new shares according to the resolution of its shareholders' general meeting， resulting in the percentage of shares held or controlled by the purchaser exceed to 30%；

　　4. the transfer of shares is applied for on the basis of a court ruling and results in the percentage of shares held or controlled by the purchaser exceeding 30% of the listed company's issued shares； or

　　5. other situations determined by the CSRC in order to meet the needs of the development of and changes in the securities market and the need to protect the lawful rights and interests of investors.

　　Article 50　When a purchaser applies to the CSRC for exemption， if the application conforms with the stipulated requirements and the purchase

r has performed the information disclosure obligations in accordance with provisions， the CSRC will decide to accept the application. If the application does not conform with the stipulated requirements or the purchaser has not performed the information disclosure obligations， the CSRC will not accept the application.

　　The CSRC will make a decision whether to grant the specific exemptions applied for by the purchaser within three months of its receipt of the application. Applicants that obtain exemption may continue increasing their shareholdings or control.

　　Article 51　The relevant party may submit exemption application documentation to the CSRC：

　　1. if it is a shareholder that lawfully holds or controls not less than 50% of the shares of a listed company and intends to increase its shareholding or control， where the total shares held or controlled after the increase will not exceed 75%；

　　2. if the decrease of a listed company's share capital has caused the party to hold or control more than 30% of the company's issued shares；

　　3. if it is a securities company whose engagement in normal underwriting business has caused its holding of a listed company's issued shares to exceed 30% but the securities company does not act or intend to actually control the company and it has proposed a solution in the form of transferring the excess shares to one or more non-affiliated parties within a reasonable time；

　　4. if it is a bank whose engagement in normal banking business has caused its holding of a listed company's issued shares to exceed 30% but there is no action or intent to actually control the company and the bank has proposed a solution in the form of transferring the excess shares to one or more non-affiliated parties within a reasonable time；

　　5. if the administrative transfer of State-owned shares has caused the party to hold or control more than 30% of a listed company's issued shares；

　　6. if lawful succession has caused the party to hold or control more than 30% of a listed company's issued shares； or

　　7. in other situations determined by the CSRC in order to meet the needs of the development of and changes in the securities market and the need to protect the lawful rights and interests of investors.

　　If the CSRC has not raised any objections within five working days of the date of its receipt of the application documents conforming to the provisions， the party may apply to the stock exchange and the securities registration and clearing institution for share transfer and change of ownership registration.

　　Article 52　The takeover offer issued by the purchaser shall apply to all shareholders of the target company， but the purchaser may apply to the CSRC for exemption if there are restrictions in terms of the qualifications to act as a party or in terms of the class of shares， or if there are other special circumstances stipulated by laws， administrative regulations or rules.

　　Article 53　If the purchaser is applying for exemption， it shall engage a law firm to issue a written legal opinion on the specific exemptions applied for. If the purchaser is applying for exemption pursuant to Item （2） or （3） of Article 49 hereof， it shall engage a financial consultant or other such professional organization to issue a professional opinion.

　　PART FIVE　SUPERVISORY MEASURES AND LEGAL LIABILITY

　　Article 54　If a purchaser holds or controls more than 30% of the issued shares of a listed company in violation of these Procedures， it shall rectify the matter on its own initiative. If it fails to make rectifications， the stock exchange shall handle the matter according to its business rules. If the purchaser refuses to make rectifications， the CSRC will order it to rectify the matter. Prior to making rectifications， the purchaser may not appoint directors， supervisors or members of the senior management of the target compan

y. During the time that the rectifications are being made， the CSRC will not accept documents issued for the purchaser by any professional organization.

　　Article 55　If the purchaser has failed to perform reporting and announcement obligations pursuant to these Procedures， it shall rectify the matter on its own initiative. If it fails to make rectifications， the stock exchange shall handle the matter according to its business rules. If the purchaser refuses to make rectifications， the CSRC will order it to rectify the matter and suspend the takeover activities. Prior to making rectifications， the purchaser may not appoint directors， supervisors or members of the senior management of the target company. During the time that the rectifications are being made， the CSRC will not accept documents issued for the purchaser by any professional organization. If the matter constitutes illegal securities activity， legal liability shall be pursued according to law.

　　Article 56　If a report， announcement or other such document of the purchaser contains any falsehoods， misleading statements or major omissions， the purchaser shall rectify the matter on its own initiative. If it fails to make rectifications， the stock exchange shall handle the matter according to its business rules. If the purchaser refuses to make rectifications， the CSRC will order it to rectify the matter and suspend the takeover activities. Prior to making rectifications， the purchaser may not appoint directors， supervisors or members of the senior management of the target company. During the time that the rectifications are being made， the CSRC will not accept documents issued for the purchaser by any professional organization. If the matter constitutes illegal securities activity， legal liability shall be pursued according to law.

　　Article 57　When the controlling shareholder or another person with actual control of a listed company intends to transfer its actual control of the company， if it has not yet discharged all of its liabilities to the company， or if the security that the company has provided for it has not yet been released or if it has not rectified any other prejudice it has caused to the interests of the company， it shall rectify the matter on its own initiative. If it fails to make rectifications， the board of directors and the independent directors of the target company shall take adequate and effective legal measures to cause it to make the rectifications， and the stock exchange shall handle the matter according to its business rules. If the shareholder or other person refuses to make rectifications， the CSRC will order it to rectify the matter and suspend the takeover activities. If the matter constitutes illegal securities activity， legal liability shall be pursued according to law.

　　If the board of directors and/or the independent directors fail to take the measures specified in the preceding paragraph， the stock exchange shall handle the matter according to its business rules. If the board of directors and/or the independent directors refuse to take measures， the CSRC will order it or them to make rectifications. If the matter constitutes illegal securities activity， legal liability shall be pursued according to law.

　　Article 58　If a document issued or provided for a listed company by a professional organization or a professional that issues document

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