I. Tender offer:
1. Definition: If an investor holds the issued shares of a listed company through agreement or other arrangements through securities trading in a stock exchange and continues to purchase them, it shall make an offer to all shareholders (non-partial shareholders) of the listed company to purchase all or part of the shares of the listed company according to law.
2. Announcement: The acquirer will announce its acquisition offer after 15 days from the date when the listed company submits the acquisition report.
3. Duration: not less than 30 days and not more than 60 days (30 ≤ x ≤ 60). 4. Cancellation: During the commitment period of tender offer, the purchaser may not cancel his tender offer.
5. Change: The purchaser shall not change the terms of the tender offer within/0/5 days after the expiration of the tender offer period. (subject to approval, it can be changed)
6. Application:
(1), the acquisition conditions proposed in the tender offer are applicable to all shareholders of the acquired listed company.
(2) In the case of tender offer, the purchaser shall not sell the shares of the acquired company within the period of tender offer, nor shall he purchase the shares of the acquired company by any means other than those stipulated in the tender offer or those in the terms of the tender offer.
Second, the agreement to buy:
1. After reaching an agreement, the purchaser must report the acquisition agreement in writing to the the State Council Securities Regulatory Authority and the stock exchange within 3 days, and make an announcement. The acquisition agreement shall not be fulfilled before the announcement.
2. In case of acquisition by agreement, if the purchaser acquires or obtains 30% of the issued shares of a listed company with others through agreement or other arrangements, and continues the acquisition, it shall issue an offer to all shareholders of the listed company to acquire all or part of the shares of the listed company.
The purchaser acquired by a listed company shall not acquire a listed company under any of the following circumstances:
1. The buyer is a legal person:
(1), the buyer has a large amount of debts, which are not paid off at maturity and are 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;
2. The purchaser is a natural person: five situations in which he is not allowed to be a director, supervisor or senior manager of the company according to law.