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| 2003052020030520The China Securities Regulatory Commissionepdf/e03139.pdfe03139Itender offer, stock, list, transaction, conditionCircular on the Issues Relating to the Conditions for the Listing and Transaction of the Stocks of Taken-over Companies Involved in Tender OfferZhengJianGongSiZi [2003] No.16May 20, 2003Shanghai and Shenzhen Stock Exchanges and Public Listed Companies:According to the relevant provisions of the Company Law of the PRC, the Securities Law of the PRC and the Measures for the Regulation of Public Listed Companies, here is to notify you of the issues relating to the conditions for the listing and transactions of the stocks of the taken-over companies involved in tender offer:I.Upon expiration of the tender offer, in case the distribution of the equity shares of the taken-over companies is not in compliance with the Company Law and the taker-over aims at terminating the listing and transactions of the taken-over companies, the listing and transactions of the stocks of the taken-over companies should be terminated.II.Upon expiration of the tender offer, in case the taker-over does not aim at terminating the listing and transactions of the taken-over companies, the transactions of the stocks of the taken-over companies should be handled with as follows:(I)in case the distribution of the equity shares of the taken-over companies is in compliance with the listing conditions specified in the Company Law, the listing position is not affected;(II)in case the distribution of the equity shares of the taken-over companies is not in compliance with the listing conditions specified in the Company Law, the taker-over shall formulate the specific program on maintaining the listing position of the taken-over company, and implement the program with one month upon the expiration of the tender offer so as to enable the distribution of the equity shares of the taken-over company eligible for the listing conditions; and from the expiration of the tender offer to the completion of the implementation of the above-mentioned program, the Stock Exchange adopts "special treatment for warning on the existence of risk of being terminated with listing" for the taken-over companies(i.e., warning on risks of being withdrawn");(III)In case the shares held by the taker-over exceed 90% of total equity shares of the taken-over company, the taker-over shall according to the provision of the Item (II) formulate and implement the specific program on maintaining the listing position of the taken-over company within the period specified; and the taken-over company shall apply with the Stock Exchange for temporary suspension of the listing and transaction of its stocks, while the Stock Exchange will make a decision in consideration of the distribution of the equity shares of the taken-over company and the actual circumstances;(IV)Upon completion of the implementation of the above-mentioned program by the taker-over, the Stock Exchange will make a decision on whether to revoke the warning on risk of being withdrawn or recover the listing and transactions according to the application of the taken-over company and the circumstances of the implementation of the program by the taker-over; and in case the taker-over fails to complete the implementation of the above-mentioned program within the specific period, the listing of the taken-over company should be terminated by force of law.III.The taker-over shall in the report on the tender offer completely disclose the program formulated according to this Circular, and fully disclose the relevant risks thereof.Upon implementing the program on maintaining the listing position of the taken-over company within the period specified, the taker-over shall timely implement its duties for information disclosure.IV.In case other laws, regulations and the CSRC have provided for any other special stipulations on the take-over of public listed companies by foreign investment, the taker-over shall also observe such stipulations. |
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