Legal basis: Measures for the Administration of Acquisition of Listed Companies
Article 6 No one may use the acquisition of a listed company to damage the legitimate rights and interests of the acquired company and its shareholders. Under any of the following circumstances, a listed company may not be acquired: (1) The acquirer's debts are large, outstanding at maturity and in a continuous state; (2) The purchaser has committed or is suspected of committing a major illegal act in the last three years; (3) The purchaser has committed serious dishonesty in the securities market in the last three years. (4) If the purchaser is a natural person, the circumstances specified in Article 146 of the Company Law exist; (5) Other circumstances in which it is prohibited to acquire a listed company as stipulated by laws and administrative regulations and recognized by the China Securities Regulatory Commission.
Article 7 The controlling shareholder or actual controller of the acquired company shall not abuse the rights of shareholders to damage the legitimate rights and interests of the acquired company or other shareholders. If the controlling shareholder, actual controller and related parties of the acquired company damage the legitimate rights and interests of the acquired company and other shareholders, the above-mentioned controlling shareholder and actual controller shall take the initiative to eliminate the damage before transferring the control right of the acquired company; If the damage cannot be eliminated, the proceeds from the relevant share transfer shall be arranged to eliminate all the damage, and the part that is not enough to eliminate the damage shall be provided with sufficient and effective performance guarantee or arrangement, and the approval of the shareholders' meeting of the acquired company shall be obtained in accordance with the articles of association.