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

s such as asset appraisal reports， audit reports， legal opinions and documents providing financial consultant's advice for purposes of listed company takeovers， contains falsehoods， misleading statements or major omissions， such organization or professional shall rectify the matter on its or his own initiative. If the organization or professional fails to make rectifications， the stock exchange shall handle the matter according to its business rules. If the organization or professional refuses to make rectifications， the CSRC will order it or him to rectify the ma

tter. During the time that the rectifications are being made， the CSRC will not accept documents issued by them. If the matter constitutes illegal securities activity， legal liability shall be pursued according to law.

　　Article 59　If any employee with information on the takeover of a listed company discloses the takeover information， buys or sells the listed company's securities or advises others to buy or sell the listed company's securities before information on the takeover is made public according to law， or uses the takeover of a listed company to spread false information or to engage in fraudulent activities， his legal liability shall be pursued according to law.

　　If the takeover of a listed company is used to engage in other improper activities， the parties shall rectify the matter on their own initiative. If the parties fail to make rectifications， the stock exchange shall handle the matter according to its business rules. If the parties refuse to make rectifications， the CSRC will order them to rectify the matter. If the matter constitutes illegal securities activity， legal liability shall be pursued according to law.

　　PART SIX　SUPPLEMENTARY PROVISIONS

　　Article 60　The number of a listed company's issued shares held or controlled by a person holding or controlling shares， or persons acting in concert， that is or are engaged in the takeover of such company shall be calculated collectively.

　　Article 61　A purchaser shall be considered to have actual control of a listed company：

　　1. if it is the largest shareholder in the listed company's register of shareholders， unless there is evidence to the contrary；

　　2. if it is able to exercise or control more voting rights in the listed company than the largest shareholder in the company's register of shareholders；

　　3. if the percentage of shares or voting rights in the listed company held or controlled by it reaches or exceeds 30%， unless there is evidence to the contrary；

　　4. if it is able to decide the election of more than half of the members of the board of director by means of exercising its voting rights； or

　　5. in other circumstances determined by the CSRC.

　　Article 62　For the purposes of these Procedures， the following terms have the meanings ascribed to them below：

　　1. “Takeover offer” means a declaration of intent issued publicly by the purchaser to shareholders of the target company， in which it expresses its willingness to purchase their shares in the target company on the terms of the offer.

　　2. “Preliminary acceptance” means an offeree's preliminary declaration of his intent to agree to accept the offer， and does not constitute acceptance until the expiration of the offer.

　　2. The terms “shareholders”， “persons controlling shares” and “persons acting in concert” have the meanings ascribed thereto in the Administration of Disclosure of Information on the Change of Shareholdings in Listed Companies Procedures.

　　Article 63　The formats and contents of listed company takeover reports， takeover-by-offer reports， target company's board of directors' reports and application documents for exemption from takeover-by-offer will be determined separately by the CSRC.

　　Article 64　These Procedures shall be implemented from 1 December 2002

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