When purchasing a listed company, the purchaser shall abide by the acquisition rules stipulated in these Measures and fulfill the reporting and announcement obligations in a timely manner in accordance with the provisions of these Measures. Article 4 The acquisition activities of listed companies shall follow the principles of openness, fairness and impartiality, and the relevant parties shall be honest and trustworthy, and consciously safeguard the order of the securities market. Article 5 The information reported and announced by the parties to the acquisition activities of listed companies must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions.
No one may use the acquisition of a listed company to spread false information, disrupt market order or engage in other fraudulent activities. Article 6 The acquisition of a listed company may be carried out by cash, legally transferable securities and other payment methods stipulated by laws and administrative regulations. Article 7 A purchaser shall not use the acquisition of a listed company to damage the legitimate rights and interests of the acquired company and its shareholders.
It is forbidden for an acquirer who does not have the actual performance ability to acquire a listed company, and the acquired company shall not provide any form of financial assistance to the acquirer. Article 8 The controlling shareholders and other actual controllers of a listed company have the obligation of good faith to the listed company and other shareholders under its control.
The purchaser has the obligation of good faith to the listed company and its shareholders, and shall provide sufficient and effective performance guarantee for the specific matters it promises. Article 9 Directors, supervisors and senior managers of a listed company shall have the obligation of good faith to the listed company and its shareholders.
If the acquired company changes its directors or resigns during the acquisition period, it shall explain the reasons and make an announcement. Article 10 China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) shall supervise and manage the acquisition activities of listed companies according to law.
Stock exchanges and securities registration and settlement institutions shall, in accordance with the responsibilities entrusted by the China Securities Regulatory Commission and their business rules, conduct daily supervision and management of the acquisition activities of listed companies. Article 11 The China Securities Regulatory Commission may set up a special committee composed of professionals to express opinions on relevant entities and procedures such as whether a specific transaction constitutes a takeover of a listed company, how the parties should perform relevant obligations, and whether a specific transaction affects the continued listing status of the acquired company. Chapter II Acquisition Rules by Agreement Article 12 Where a listed company is acquired by agreement, the purchaser shall submit the acquisition report of the listed company to the China Securities Regulatory Commission on the day after the acquisition agreement is reached, and send a copy to the dispatched office of the China Securities Regulatory Commission where the listed company is located, and send a copy to the stock exchange to inform the acquired company, and make an immediate announcement in the summary of the acquisition report of the listed company.
If the China Securities Regulatory Commission does not raise any objection within fifteen days after receiving the acquisition report of the listed company, the purchaser may announce the acquisition report of the listed company and fulfill the acquisition agreement. Article 13 In the case of an agreement to acquire a listed company, if the purchaser continues to increase his shareholding or control while holding 30% of the issued shares of a listed company, he shall make an offer to all shareholders of the company to acquire all the shares he holds by way of an offer; In accordance with the provisions of Chapter IV of these Measures, the purchaser may apply to the China Securities Regulatory Commission for exemption; Exemption can be made by means of agreement acquisition. Article 14 Where a purchaser holds or controls more than 30% of the issued shares of a listed company by means of agreement purchase, it shall make an offer to all shareholders of the company to purchase all the shares it holds by way of offer; In accordance with the provisions of Chapter IV of these Measures, the purchaser may apply to the China Securities Regulatory Commission for exemption; Exemption can be made by means of agreement acquisition. Article 15 After receiving the notice from the purchaser, the board of directors of the acquired company shall express its opinions on the possible impact of the acquisition on the company in a timely manner. Independent directors shall also express their opinions independently while participating in the formation of the opinions of the board of directors. When the board of directors of the acquired company deems it necessary, it may hire independent financial consultants and other professional institutions to provide advice to the company. The opinions of the board of directors, independent directors and professional institutions of the acquired company shall be announced together.
Where the management and employees acquire a listed company, the independent directors of the acquired company shall express their opinions on the possible impact of the acquisition on the company. Independent directors shall require the company to engage independent financial consultants and other professional institutions to provide opinions, which shall be announced together with the opinions of independent directors. The financial consultant fees shall be borne by the acquired company.