Legal basis: Measures for the Administration of Major Asset Restructuring of Listed Companies
Article 2 These Measures shall apply to the asset trading behavior of listed companies and their holding companies (hereinafter referred to as major asset restructuring) in which they purchase or sell assets outside their daily business activities or conduct asset trading in other ways to reach a prescribed proportion, resulting in major changes in the main business, assets and income of listed companies.
A listed company shall issue shares to purchase assets in accordance with the provisions of these Measures.
These Measures shall not apply to listed companies that use the raised funds to purchase assets and invest abroad according to the purpose of the raised funds disclosed in the securities issuance documents approved by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission).
Article 3 No unit or individual may use major asset reorganization to damage the legitimate rights and interests of listed companies and their shareholders.
Article 4 When a listed company implements a major asset reorganization, all parties must disclose or provide information in a timely and fair manner, and ensure that the information disclosed or provided is true, accurate and complete, and there shall be no false records, misleading statements or major omissions.
Article 5 The directors, supervisors and senior managers of a listed company shall be honest, trustworthy, diligent and conscientious, safeguard the safety of the company's assets and safeguard the legitimate rights and interests of the company and all shareholders.
Article 6 Securities service institutions and personnel providing services for major asset restructuring shall abide by laws, administrative regulations, relevant provisions of the China Securities Regulatory Commission and relevant rules of the stock exchange, follow industry-recognized business standards and ethics, be honest and trustworthy, be diligent and conscientious, and be responsible for the authenticity, accuracy and completeness of the documents they produce and issue.