"A listed company shall meet the following conditions when implementing a major asset reorganization as stipulated in the preceding paragraph:" (1) It shall meet the conditions as stipulated in Articles 11 and 43 of these Measures; (II) The enterprise legal person corresponding to the assets purchased by a listed company shall be a joint stock limited company or a limited liability company, and meet other issuance conditions stipulated in the Measures for the Administration of Initial Public Offering and Listing; (III) The listed company and its controlling shareholder or actual controller have not been investigated by the judicial authorities for suspected crimes or by the China Securities Regulatory Commission for suspected violations of laws and regulations in the last three years, but the transaction has been terminated for three years for suspected crimes or violations of laws and regulations, and the trading plan can eliminate the possible adverse consequences of this behavior, but it does not affect the relevant actors. "(4) The listed company, its controlling shareholder and actual controller have not been publicly condemned by the stock exchange in recent 12 months, and there are no other major acts of dishonesty;" (5) There are no other circumstances identified by China Securities Regulatory Commission that may damage the legitimate rights and interests of investors or violate the principles of openness, fairness and impartiality. This is the management method of major asset reorganization.
Legal objectivity:
Measures for the Administration of Major Asset Restructuring of Listed Companies
Article 21
Major asset restructuring of listed companies shall be decided by the board of directors according to law and submitted to the shareholders' meeting for approval. The board of directors of a listed company shall make a clear judgment on whether a major asset reorganization constitutes a related party transaction and disclose it as a resolution of the board of directors. Independent directors of listed companies shall, on the basis of fully understanding relevant information, express independent opinions on major asset restructuring. If a major asset reorganization constitutes a related party transaction, independent directors may hire independent financial advisers to express their opinions on the impact of this transaction on the unrelated shareholders of the listed company. A listed company shall actively cooperate with independent directors to consult relevant materials, and provide necessary support and convenience for independent directors to perform their duties by arranging on-site investigations and organizing reports from securities service institutions.