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  • 股票发行与交易管理暂行条例(二)

      Article 50 All conditions of the acquisition offer shall apply to all shareholders of the same shares.

      Article 51 The acquisition shall fail if, at the expiration of the acquisition offer, the number of common shares that the acquisition offer or holds does not equal at least 50% of the outstanding common shares of the company; other than new acquisition offers made by such offeror, the outstanding common shares of the company thereafter that he purchases may not exceed 5% of the total outstanding common shares of the company.

      If, at the expiration of an acquisition offer, the acquisition offer or holds more than 75% of the total outstanding common shares of such company, such company shall terminate trading on the relevant securities exchange.

      If the acquisition offer or offers to purchase less than the total number of shares which the offerees have agreed to sell into the offer, the acquisition offer or shall purchase such shares pro rata from all offerees that have accepted the acquisition offer.

      If, at the expiration of the acquisition offer, the acquisition offeror holds up to 90% the total common shares of such company, the remaining shareholders shall be entitled to sell their shares to the acquisition offeror on the same terms.

      Article 52 If, after the acquisition offer has been given, there is any change in the key terms of the offer, the acquisition offeror shall immediately notify all the offerees of such change, through a press conference, by newspaper or by other means of communication.

      During the offer period and for thirty business days after the expiration of the offer, the acquisition offeror may not purchase the subject shares on any terms other than those provided for in the offer.

      Offerees that have accepted a compulsory offer shall have withdrawal rights prior to the expiration of the acquisition offer.

      Chapter V Safekeeping, Clearance and Transfer

      Article 53 All issued shares shall be registered shares. The issuer may issue book entry shares and may also issue shares represented by physical certificates. The register for book entry shares shall be placed in safekeeping with an institution designated by the CSSRC. Shares represented by physical certificates, if kept together, shall also be placed in safekeeping with an institution designated by the CSSRC.

      Article 54 Without the written consent of the holder of the subject shares, the institution keeping the share certificates may not lend the shares of such holder to other persons or pledge them as security.

      Article 55 The securities clearance institution shall, in accordance with the principle of convenience, security and fairness, formulate the operational rules and internal administrative rules with respect to share clearance and transfer.

      The securities clearance institution shall accept new member in accordance with the principle of fairness.

      Article 56 The institutions responsible for the safekeeping, clearance, transfer and registration of securities shall be subject to the supervision and regulation of the CSSRC.

      Chapter VI Disclosure of Listed Companies

      Article 57 A listed company shall furnish the CSSRC and relevant securities exchange with the following documents:

      1. an interim report furnished within sixty days following the end of the first six months of each financial year; and

      2. an annual report audited by a certified accountant, submitted within one hundred and twenty days after the end of each financial year.

      The interim report and annual report must comply with state accounting principles and the relevant provisions of the CSSRC. They each shall be signed by an authorized director or manager and shall be sealed by the listed company.

      Article 58 The interim report referred to in Article 57 hereof shall include the following:

    >  1. the company's financial report;

      2. the company management's analysis of the financial situation and operating results of the company;

      3. major litigations relating to the company;

      4. any change in the outstanding shares of the company;

      5. important matters that the company has submitted to the voting shareholders for review; and

      6. other matters that the CSSRC may require to be specified.

      Article 59 The annual report referred to in Article 57 hereof shall include the following contents:

      1. basic information on the company;

      2. basic information on the primary products or services of the company;

      3. basic information on the company's industry;

      4. basic information on the assets and property of the company, such as important factories, mines and real property;

      5. information on the outstanding shares of the company, including the names of shareholders who hold 5% or more of the company's outstanding common shares and the names of the ten largest shareholders of the company;

      6. the number of shareholders of the company;

      7. basic information on the directors, supervisors and senior managers of the company, their ownership of company shares and their remuneration;

      8. basic information regarding the corporate structure of the company and its affiliates;

      9. an abstract of the company's financial information for the prior three years or the period since its establishment;

      10. the company management's analysis of the financial situation and operating results of the company;

      11. any changes with respect to the outstanding bonds and/or debentures of the company;

      12. major litigations relating to the company;

      13. a financial report of the company comparing the two most recent financial years with schedules and notes, audited by a certified accountant; if the listed company is a holding company, there shall also be submitted a consolidated financial report comparing the two most recent years; and

      14. other matters that the CSSRC may require to be specified.

      Article 60 If there occurs any major event that may have a substantial impact on the market price of the shares of a listed company that the investors are not as yet aware of, the listed company shall immediately submit to the relevant securities exchange and the CSSRC a report on the major event and promulgate and explain the essence of the event to the public. However, if the listed company has adequate reason to believe that the promulgation of such major event to the public will jeopardize the interests of the listed company and the failure to promulgate information with respect to it will not result in a substantial change in the market price of the shares, then, upon approval by the relevant securities exchange, such event needs not be promulgated.

      The “major events” referred to in the preceding paragraph shall include the following situations:

      1. The company enters into an important contract which may have substantial impact on the assets, liabilities, interests and one or more operational results of the company;

      2. Major changes take place in the operational policies or projects of the company;

      3. The company makes a major investment or purchases long-term assets for a substantial amount;

      4. The company incurs major debts;

      5. The company defaults by failing to make payment when due on a major loan;

      6. The company suffers a major operational or non-operational loss;

      7. The company's assets suffer major damage;

      8. Important changes take place with respect to the company's production and operational environment;

      9. Newly-promulgated laws, regulations, policies and rules, etc. may have a substantial impact on the operations of the company;

      10. The chairman of the

    board of directors, or more than 30% of the directors, or the general manager, is replaced;

      11. The number of common shares of any shareholder holding 5% or more of the outstanding common shares of the company changes up or down by 2% of the total number of the shares;

      12. Any major litigation relating to the company; and

      13. The company commences liquidation or is placed in bankruptcy.

      Article 61 If any information disseminated through any public media may have a misleading impact on the market price of the shares of a listed company, such company shall publicly issue a clarification with respect to such information immediately after it becomes aware of the same.

      Article 62 All directors, supervisors and senior management of a listed company who hold common shares of the company shall report their holdings of such shares to the CSSRC, the relevant securities exchange and such company; if there is any change in their holdings, they shall report the same to the CSSRC, the relevant securities exchange and such company within ten business days of such change.

      The persons referred to in the preceding paragraph shall have the reporting obligations in accordance with the provisions of this Article for six months after their resignation or relocation.

      Article 63 Information required to be promulgated shall be published by a listed company in newspapers and magazines of national circulation designated by the CSSRC.

      When a listed company promulgates information in accordance with provisions of the preceding paragraph, it may, at the same time, promulgate the relevant information in local newspapers and magazines designated by the relevant securities exchange.

      Article 64 The CSSRC shal

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