中国证券监督管理委员会关于发布上市公司的收购及相关股份权益变动

1、.：.；中国证券监视管理委员会关于发布的通知No. 20 2007 of China Securities Regulatory CommissionThe branch offices of China Securities Regulatory Commission in all provinces, autonomous regions, municipalities directly under the Central Government, and cities under separate state planning, Shanghai Stock Exchange and Sh

2、enzhen Stock Exchange:In order to further implement the jurisdiction monitoring accountability system for listed companies and the Measures for the Administration of the Takeover of Listed Companies, this Commission has formulated the Rules for the Supervision over the Takeover of Listed Companies a

3、nd the Relevant Equity Changes, which are hereby promulgated to you, please implement them accordingly. The supervisory work over the takeover of listed companies and the relevant equity changes shall be governed by the Rules for the Supervision over the Takeover of Listed Companies and the Relevant

4、 Equity Changes, and other matters involved in the Rules for the Supervision over the Takeover and Reorganization of Listed Companies as promulgated in 2004 shall still be implemented according to the former provisions.February 5, 2007Rules for the Supervision over the Takeover of Listed Companies a

5、nd the Relevant Equity ChangesIn order to regulate the takeover of listed companies and the relevant equity changes, adapt to the major alteration of this Commissions supervisory mode under the new tendency of securities market in the all-round circulation, and boost the market-based merger and reor

6、ganization, these Rules are formulated according to the Measures for the Administration of the Takeover of Listed Companies Order No. 35 of China Securities Regulatory Commission, the Supervisory Duties of CSRC Attached Offices No. 86 2003 of China Securities Regulatory Commission and the Provisions

7、 on the Jurisdiction Monitoring Accountability System for Listed Companies No. 42 2005 of China Securities Regulatory Commission.I. Supervisory Dutiesi. Listed Company Supervisory Department under China Securities Regulatory Commission CSRCThe Listed Company Supervisory Department under the CSRC her

8、einafter referred to as the Listing Department shall be responsible for formulating rules and policies for the takeover of listed companies and the relevant equity changes, examining and approving the alteration in controlling shares of 30% or more of a company as well as tender offers, taking super

9、visory measures for the illegal and irregular acts involved in the takeover of listed companies and the relevant equity changes, and requesting relevant authorities to impose legal liabilities on violators; guiding stock exchanges to formulate detailed rules for the implementation of supporting busi

10、nesses, organizing stock exchanges to perfect the construction of the shareholder information disclosure system of listed companies; organizing the credit archive sharing system for purchasers, controlling shareholders, actual controllers, financial advisors and other professional institutions of li

11、sted companies, and formulating relevant detailed implementation rules; urging and inspecting the performance of duties by CSRC branch offices and stock exchanges; organizing, guiding and coordinating the supervisory work of CSRC branch offices and stock exchanges over the takeover of listed compani

12、es; formulating the financial consultancy rules for merger and reorganization businesses, putting forward specific supervisory requirements for financial advisors and their practitioners, and carrying out the overall coordination with other CSRC departments and the Securities Association of China.ii

13、. Stock ExchangesStock exchanges shall be responsible for the supervision over information disclosure, market organization and the offering of relevant technical services for the takeover of listed companies and the relevant equity changes, lawfully formulating and promulgating the rules for support

14、ing businesses, formulating internal guidelines, carry out real-time monitoring over the securities trading of relevant listed companies, taking supervisory measures for those problems encountered in the supervisory work and reporting them to the Listing Department, recording down the supervisory co

15、nditions over purchasers, controlling shareholders, actual controllers, financial advisors and other professional institutions of listed companies in their credit archives, linking with the credit archive system of the Listing Department, and doing a good job in collection and sort-out of the basic

16、data regarding the takeover of listed companies and the relevant equity changes.iii. CSRC Branch OfficesAs the frontline regulator for the takeover of listed companies and the relevant equity changes, CSRC branch offices shall focus on the supervision over the continuous supervisory and guiding work

17、 on the alteration in corporate controlling shares of under 30% as well as the companies whose controlling rights have been altered; and shall, before the completion of takeover, carry out on-site verifications of purchasers according to the principle of prudent supervision or the requirements of th

18、e Listing Department; and shall, after the completion of takeover, be responsible for checking the fulfillment of continuous supervisory and guiding responsibilities by the financial advisor, and carrying out the follow-up supervision over the implementation of follow-up plans and the fulfillment of

19、 relevant commitments by the purchaser and the listed company, as well as the effects of takeover. CSRC branch offices shall, in view of the problems encountered in the supervision process, in particular, those encountered in the continuous supervision process, record down the supervisory conditions

20、 over purchasers, controlling shareholders, actual controllers, financial advisors and other professional institutions for listed companies in the credit archives, and link with the credit archive system of the Listing Department; and shall make investigations into the complaints about the takeover

21、and the relevant equity change, as well as the illegal or irregular conducts as involved; and put forward their opinions for disposal and report them to the Listing Department.II. Work Requirementsi. Stock Exchanges1. Daily Supervision1 The stock exchange shall pay attention to the media reports, ma

22、rket hearsays and complaints about the takeover of listed companies and the relevant equity changes, as well as the abnormal transactions in the secondary market as caused by these media reports, market hearsays and complaints, urge the listed company to timely disclose the information or issue anno

23、uncements for clarification; and shall urge the listed company to promptly inquire its controlling shareholders and actual controllers and promptly disclose the result of inquiry in the case of an indirect take-over.2 Before the disclosure of relevant information or the clarification of hearsays, th

24、e stock exchange has the right to suspend the listing of the relevant listed companys stocks. Where both the purchaser and the target company are listed, the stock exchange shall pay attention to the synchronization of relevant information disclosure and suspend the listing of these two companies st

25、ocks.2. In-process Supervision1 The stock exchange shall examine and approve the relevant information disclosure documents on the takeover of listed companies and the relevant equity changes, including both simple and detailed reports on the equity changes, summary takeover reports, summary reports

26、on tender offers, reports made by the board of directors of target companies, as well as the professional opinions of financial advisors and independent financial advisors.2 In the information disclosure supervision over the takeover of listed companies and the relevant equity changes, the stock exc

27、hange shall, as required by the rules for supporting businesses, internal guidelines as well as the comparison tables for examination, supervise relevant persons obliged to make information disclosure to practically perform their information disclosure obligation. In particular, the stock exchange s

28、hall focus on the supervision over the timeliness of information disclosure, sufficiency and integrity of information as disclosed, sufficiency of documents for future references, and maintain reasonable doubts to the information disclosure; and if finding that there is any problem in the aforesaid

29、information disclosure documents and the information can not be disclosed on time, the stock exchange shall require the related party or the listed company to briefly disclose the relevant information, so as to ensure the timely information disclosure.3 If finding any illegal or irregular problem in

30、 the information as disclosed, the stock exchange shall deal with it according to its business rules. If finding that the purchaser in particular, less than 30% is not qualified, the stock exchange shall urge the listed company to disclose the relevant information about the takeover, report the rele

31、vant information to the Listing Department for disposal, and send a copy to the competent CSRC branch office. Before the Listing Department specifies the disposal decision, the stock exchange shall not handle the formalities for confirming the share transfer; and shall, in the case of any doubt, req

32、uest the competent CSRC branch office to pay attention or suggest putting it on file and making investigations, and report the relevant information to the Listing Department for disposal.4 Where a controlling shareholder or actual controller of a company occupies the capital of the listed company fo

33、r purposes other than business operations or encroaches on the legitimate rights and interests of the listed company, the stock exchange shall require the board of directors of the listed company to make an explanation and make correction, if necessary; and shall simultaneously report the relevant i

34、nformation to the Listing Department for disposal and send a copy to the competent CSRC branch office. Before the Listing Department makes an explicit decision for disposal, the stock exchange shall not handle the formalities for confirming the share transfer.5 For the agreement-based equity transfe

35、r by way of cash, the stock exchange shall, while handling the formalities for confirming the share transfer, require both parties to provide a certificate proving that all the transfer fees have been deposited into a bank account as accepted by both parties.6 The department for the supervision over

36、 listed companies in the stock exchange shall request the market supervisory department to pay attention to the stock transactions of the companies involved in the takeover and the relevant equity changes. The market supervisory department shall check the abnormal stock transactions of the listed co

37、mpanies involved. If finding any insider transaction or market manipulation as made by the related party or an intermediary institution, the department for the supervision over listed companies shall take supervisory measures for the problems in the information disclosure according to the rules for

38、supporting businesses, and report such problems to the Listing Department for further investigation and disposal.7 The stock exchange shall perfect and maintain the shareholder information disclosure system of listed companies. The relevant information disclosure documents shall be put in the said i

39、nformation disclosure system while being published on the newspapers and periodicals as designated. The stock exchange shall report the Listing Department with a name list of listed companies involved in both simple and detailed equity alteration reports, summary takeover reports, summary reports on

40、 tender offers as published every day.8 The stock exchange shall, according to its business rules and supervisory requirements, be responsible for market organization of equity transfer, and arrange the suspension and resumption of listing of listed companies shares during the takeover course.3. Con

41、tinuous Supervision1 The stock exchange shall coordinate with China Securities Depository & Clearing Corporation Limited, do a good link-up job in the confirmation and registration of share transfer, set up proper procedures, and shall, after the information disclosure with respect to the takeover a

42、nd the relevant equity changes, urge the related parties to disclose the conditions on share transfer according to legal provisions.2 The stock exchange shall record down the improper conducts of purchasers, controlling shareholders and actual controllers, financial advisors and other professional a

43、gencies, as well as the supervisory measures adopted therefor into the credit archives, and share the supervisory information with the Listing Department and CSRC branch offices.3 The stock exchange shall make statistics of the conditions about the takeover of listed companies and the relevant equit

44、y changes, and report relevant statistical data to the Listing Department in the prescribed format every month and every year.ii. CSRC branch offices1. Daily Supervision1 The CSRC branch office shall keep informed about the controlling shareholders and actual controllers of the listed companies with

45、in its own jurisdiction, establish historical archives about the takeover of listed companies and the relevant equity changes within its own jurisdiction, and keep a close eye on the alteration of controlling shareholders and actual controllers of listed companies.2 As for those listed companies in

46、which the equity structure is fairly decentralized and the shareholding proportions of different shareholders are close to each other, the CSRC branch office shall keep a close eye on whether or not the management personnel is stable and whether any actual controller has changed; and shall have a go

47、od master of whether the listed company is independent of its shareholders, whether the accumulative voting system has been adopted for the election of senior managers as well as any other issue that may cause the failure of the company.3 The CSRC branch office shall have a comprehensive knowledge o

48、f the control of two or more listed companies by a same purchaser hereinafter referred to as two or more companies controlled by a same purchaser within its own jurisdiction. All the competent CSRC branch offices wherein two or more companies are controlled by a same purchaser shall, under the organ

49、ization and coordination of the Listing Department, carry out cooperative supervision, actively cooperate with each other, pay attention to the inter-guild competition, affiliated transactions, capital management and the financial situation of the listed companies as controlled or to be taken over b

50、y the purchaser, as well as whether or not the control of two or more companies by a same purchaser will cause the loss of independence of all the listed companies, do a good job in the inspection of purchasers, and timely communicate the relevant supervisory information.4 The CSRC branch office sha

51、ll pay attention to whether the board of directors has erected any barrier for the takeover in the companys constitution, and shall continuously exchange the information with the Listing Department regarding new problems found in the companys constitution.5 Where the CSRC branch office finds that a

52、listed company fails to perform its statutory obligations for an indirect takeover, it shall, in the process of the daily supervision, urge the related parties to perform statutory obligations, report it to the Listing Department, and notify it to the stock exchange. Where any listed company refuses

53、 to perform statutory obligations, the CSRC branch office shall report it to the Listing Department and put forward suggestions for disposal, and report them to the leaders of the CSRC for a decision.6 The CSRC branch office shall investigate the complaints about the illegal or irregular takeover of

54、 listed companies as involved; where a real-name complaint is lodged, the CSRC branch office shall report the investigation conditions to the Listing Department in a timely manner; and where an anonymous complaint is lodged, the CSRC branch office shall deal with such a complaint at its discretion i

55、n light of the result of disposal, and reflect it in the monthly reports.2. In-process Supervision1 Supervision over PurchasersGeneral requirements: where the CSRC branch office has any doubt about the alteration of the control of a listed company, it shall, according to the financial consultancy re

56、port and in light of the principle of prudent supervision or the requirements of the Listing Department, make an on-site verification within 15 days after the purchaser makes a suggestive announcement about the summary takeover report or within 15 days after the purchaser discloses the detailed repo

57、rt on equity change, and report the verification opinions as well as the handling suggestions to the Listing Department, and send a copy to the relevant stock exchange. In the on-site verification, the CSRC branch office shall put the attention on the real identity of the purchaser, the equity struc

58、ture and the personnel control relationship of the purchaser, the existence of any concerted parties, businesses and operational situation of the purchaser, the controlling shareholders and actual controllers, the purchasers credit, sources of purchase fees, whether or not the purchaser has the purc

59、hasing ability, whether or not the purchaser concludes any major transaction with any of its related parties or the listed company within 24 months before the takeover, whether there is any doubt about the offering of financial subsidies by the listed company to the purchaser, whether or not the fin

60、ancial advisor has performed the duty of diligence. As for any alteration in controlling shares of 30% or more, the CSRC branch office shall, within two working days after receipt of a written takeover report, circulate a notice to the general office of the peoples government of the province, autono