Acquisition of listed companies by listed companies

Legal analysis: tender offer is the acquisition of the shareholders of the target company by the acquirer, and it is the most common and typical acquisition method of listed companies. Its procedures are as follows: 1, making a report on the acquisition of listed companies, 2, issuing and taking effect of the offer, 3, terminating the transaction and compulsory acquisition.

Legal basis: Securities Law of People's Republic of China (PRC).

Article 87 The the State Council securities regulatory authority shall supervise and manage the information disclosure behavior of information disclosure obligors. A stock exchange shall supervise the information disclosure behavior of the information disclosure obligors of the securities it organizes to trade, and urge them to disclose information timely and accurately according to law.

Article 88 When selling securities and providing services to investors, securities companies should fully understand the basic information, property status, financial assets status, investment knowledge and experience, professional ability and other relevant information of investors in accordance with regulations; Truthfully explain the important contents of securities and services, and fully reveal the investment risks; Selling and providing securities and services that match the above conditions of investors. When purchasing securities or receiving services, investors shall provide the true information listed in the preceding paragraph in accordance with the explicit requirements of securities companies. If a securities company refuses to provide information or fails to provide information as required, it shall inform the consequences and refuse to sell securities or provide services to it in accordance with regulations. If a securities company violates the provisions of the first paragraph and causes losses to investors, it shall bear the corresponding liability for compensation.

Article 89 Investors can be divided into ordinary investors and professional investors according to their property status, financial assets status, investment knowledge and experience, professional ability and other factors. The standards for professional investors shall be stipulated by the the State Council Securities Regulatory Authority. In case of disputes between ordinary investors and securities companies, the securities companies shall prove that their actions are in compliance with laws, administrative regulations and the provisions of the State Council Securities Regulatory Authority, and there is no misleading or fraudulent situation. If a securities company cannot provide evidence, it shall bear the corresponding liability for compensation.

Article 90 The board of directors of a listed company, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the the State Council Securities Regulatory Authority (hereinafter referred to as investor protection institutions) may serve as sponsors and openly request shareholders of the listed company to entrust them to attend the shareholders' meeting and exercise shareholders' rights such as proposal rights and voting rights on their behalf. Where shareholders' rights are solicited in accordance with the provisions of the preceding paragraph, the solicitation documents shall be disclosed, and the listed company shall cooperate. It is forbidden to publicly solicit shareholders' rights in a paid or disguised way. If the public solicitation of shareholders' rights violates laws, administrative regulations or the relevant provisions of the securities regulatory authority in the State Council, causing losses to the listed company or its shareholders, it shall be liable for compensation according to law.