If the purchaser issues a comprehensive offer to terminate the listing status of the listed company, or applies to the China Securities Regulatory Commission but fails to obtain exemption, it shall pay the purchase price in cash; Where the purchase price is paid by legally transferable securities, cash shall be provided for the shareholders of the acquired company to choose.
Where shares of a listed company are acquired by tender offer, the purchaser shall prepare a tender offer report, hire a financial consultant to submit a written report to the China Securities Regulatory Commission and the stock exchange, send a copy to the dispatched office, notify the acquired company, and make a suggestive announcement on the summary of the tender offer report. /kloc-will announce its tender offer report, professional opinions of financial consultants and legal opinions issued by lawyers in the future. /kloc-within 0/5 days, if the China Securities Regulatory Commission has no objection to the contents disclosed in the tender offer report, the purchaser may make an announcement; If the China Securities Regulatory Commission finds that the tender offer report does not comply with laws, administrative regulations and relevant provisions, it shall promptly inform the purchaser, and the purchaser shall not announce its tender offer.
If the purchaser makes a comprehensive offer, it shall fully disclose the risk of termination of listing, the completion time of acquisition after termination of listing and other subsequent arrangements for the remaining shareholders who still hold shares of the listed company to sell their shares in the tender offer report.
If the purchaser intends to acquire more than 30% of the shares of a listed company and needs to make an offer, the purchaser shall make a suggestive announcement on the summary of the tender offer report within 3 days after reaching an acquisition agreement or making similar arrangements, and perform the reporting and announcement obligations in accordance with the relevant provisions of the Measures for the Administration of Acquisition, and at the same time be exempted from compiling, reporting and announcing the acquisition report of a listed company; If approval should be obtained according to law, it should be specially indicated in the announcement, and the offer can only be made after obtaining the relevant approval. If it is not approved, the purchaser shall, within two working days from the date of receiving the notice, submit a report on the cancellation of the acquisition plan to the China Securities Regulatory Commission, send a copy to the stock exchange, notify the acquired company and make an announcement.
After the purchaser submits the tender offer report to the China Securities Regulatory Commission, but before the announcement of the tender offer report, if he intends to cancel the acquisition plan by himself, he shall apply to the China Securities Regulatory Commission for canceling the acquisition plan, explain the reasons and make an announcement at the same time; Within 12 months from the date of announcement, the purchaser may not make another acquisition of the same listed company.
2. The board of directors of the acquired company shall investigate the subject qualification, credit status and acquisition intention of the acquirer, analyze the terms of the offer, make suggestions on whether the shareholders accept the offer, and hire independent financial consultants to express professional opinions. Within 20 days after the purchaser announces the tender offer report, the board of directors of the acquired company shall submit the report of the board of directors of the acquired company and the professional opinions of independent financial advisers to the China Securities Regulatory Commission, send a copy to the stock exchange and make an announcement.
Where the purchaser makes major changes to the terms of the offer, the board of directors of the acquired company shall, within 3 working days, submit the supplementary opinions issued by the board of directors and independent financial advisers on the changes in the terms of the offer, and make a report and announcement.
After the purchaser makes a suggestive announcement and before the tender offer is completed, the board of directors of the acquired company shall not have a significant impact on the company's assets, liabilities, rights and interests or operating results by disposing of the company's assets, investing abroad, adjusting the company's main business, guarantees and loans without the approval of the shareholders' meeting.
During the tender offer, the directors of the acquired company shall not resign.
3. If the purchaser issues an offer in accordance with the provisions of these Measures, the offer price of similar shares shall not be lower than the highest price paid by the purchaser for obtaining the shares within 6 months before the announcement of the tender offer.
If the tender offer price is lower than the arithmetic average of the daily weighted average price of the stock in the 30 trading days before the suggestive announcement date, the financial consultant hired by the purchaser shall analyze the trading situation of the stock in the first six months, and explain whether there is any manipulation of the stock price, whether there are undisclosed concerted actions by the purchaser, whether there are other payment arrangements for purchasing the shares of the company in the first six months, and whether the tender offer price is reasonable. The purchaser may pay the purchase price of the listed company by cash, securities or a combination of cash and securities. The financial consultant hired by the purchaser shall show that the purchaser has the ability to make a tender offer. Where the purchase price is paid in cash, a performance bond of not less than 20% of the total purchase price shall be deposited in the bank designated by the securities registration and settlement institution at the same time as the tender offer is issued. Where the purchaser pays the purchase price by securities, it shall provide the audited financial accounting report and securities valuation report of the issuer of the securities in the last three years, and cooperate with the due diligence work of the independent financial consultant hired by the acquired company. Where the purchaser pays the purchase price with securities listed and traded on the stock exchange, it shall, at the same time as issuing the suggestive announcement of tender offer, hand over all the securities used for payment to the securities registration and settlement institution for safekeeping, except that the listed company issues new shares; If the purchaser pays the purchase price with bonds listed on the stock exchange, the time for listing and trading of the bonds shall not be less than 1 month; Where the purchaser pays the purchase price with securities that are not listed and traded on the stock exchange, it must also provide cash for the shareholders of the acquired company to choose from, and disclose in detail the storage and delivery methods and procedures of the relevant securities to the shareholders of the acquired company.
4. The acquisition period stipulated in the tender offer shall not be less than 30 days and shall not exceed 60 days; In addition to competitive offer. During the commitment period of tender offer, the purchaser shall not cancel his tender offer. Where a tender offer is adopted, the purchaser shall not sell the shares of the acquired company after the announcement and before the expiration of the acquisition period, nor shall he purchase the shares of the acquired company in a way other than that stipulated in the offer and on conditions beyond the offer.
Before the expiration of the tender offer period 15 days, the purchaser shall not change the tender offer unless there is a competitive tender offer.
In the event of a competitive offer, if the acquirer of the first offer changes the offer less than 65,438+05 days before the expiration of the first offer, the acquisition period shall be extended, and the extended offer period shall not be less than 65,438+05 days, and shall not exceed the expiration date of the last competitive offer, and the performance bond shall be added in accordance with the prescribed proportion; Where the purchase price is paid by securities, a corresponding amount of securities shall be added and kept by the securities registration and settlement institution. The purchaser who makes a competitive offer shall issue a suggestive announcement of the tender offer no later than15th before the expiration of the initial tender offer period, and perform the reporting and announcement obligations in accordance with the relevant provisions of the Measures for the Administration of Acquisition. In case of major changes in the basic facts disclosed in the tender offer report, the purchaser shall make a written report to the China Securities Regulatory Commission within two working days from the date of major changes, send a copy to the stock exchange, notify the acquired company and make an announcement.
If the purchaser needs to change the tender offer, he must submit a written report to the China Securities Regulatory Commission in advance, send a copy to the dispatched offices, stock exchanges and securities registration and settlement institutions, and notify the acquired company; After being approved by the China Securities Regulatory Commission, it shall be announced.
5. The shareholders who agree to accept the offer in advance (hereinafter referred to as the shareholders who accept the offer in advance) shall entrust the securities company to handle the relevant procedures for accepting the offer in advance. The purchaser shall entrust a securities company to apply to the securities registration and settlement institution for temporary custody of the pre-issued shares. The pre-issued shares temporarily kept by the securities registration and settlement institution shall not be transferred during the tender offer. The pre-acceptance mentioned here refers to the initial expression of intention of the shareholders of the acquired company to accept the offer, which does not constitute a commitment until it is irrevocable during the tender offer period. Three trading days before the expiration of the tender offer period, the pre-offeree shareholder may entrust a securities company to go through the formalities of withdrawing the pre-offeree, and the securities registration and settlement institution shall terminate the temporary custody of the pre-offeree shares according to the withdrawal application of the pre-offeree shareholder. Within 3 trading days before the expiration of the tender offer period, the shareholders who accepted the offer in advance shall not withdraw their acceptance of the offer. During the tender offer, the purchaser shall announce the number of shares pre-accepted on the website of the stock exchange every day. When there is a competitive offer, if the pre-offeree shareholders who accept the initial offer withdraw all or part of the pre-accepted shares and sell the withdrawn shares to the competitive offeror, they shall entrust the securities company to handle the procedures for withdrawing the pre-accepted initial offer and the relevant procedures for pre-accepting the competitive offer.
6. Upon the expiration of the acquisition period, the purchaser who makes a partial acquisition offer shall acquire the shares previously transferred by the shareholders of the acquired company in accordance with the conditions stipulated in the acquisition offer. When the number of shares pre-accepted by the purchaser exceeds the scheduled number of shares, the purchaser shall purchase the shares pre-accepted by him in the same proportion; In order to terminate the listing status of the acquired company, the purchaser shall acquire all the shares previously transferred by the shareholders of the acquired company in accordance with the conditions stipulated in the tender offer; An acquirer who makes a comprehensive offer without being exempted by the China Securities Regulatory Commission shall acquire all the shares accepted by the shareholders of the acquired company. Within three trading days after the expiration of the acquisition period, the entrusted securities company shall apply to the securities registration and settlement institution for the registration and settlement of share transfer, and lift the temporary custody of shares exceeding the predetermined acquisition ratio; The purchaser shall announce the results of this tender offer.
Upon the expiration of the acquisition period, if the equity distribution of the acquired company does not meet the listing requirements, the listing of the listed company's shares shall be terminated by the stock exchange according to law. Before the acquisition is completed, the remaining shareholders who still hold the shares of the acquired company have the right to sell their shares to the acquirer under the same conditions as the acquisition offer within a reasonable period stipulated in the acquisition report, and the acquirer will purchase them.
Within 0/5 days after the expiration of the acquisition period, the purchaser shall submit a written report on the acquisition to the China Securities Regulatory Commission, and send a copy to the stock exchange to inform the acquired company.
Except by tender offer, investors may not publicly purchase shares of listed companies outside the stock exchange.