Announcement of the China Securities Regulatory Commission [2018] No. 36 - Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Asset Reorganization of Listed Companies (Revised in 2018)
Announcement of the China Securities Regulatory Commission [2018] No. 36 - Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Asset Reorganization of Listed Companies (Revised in 2018)
Announcement of the China Securities Regulatory Commission [2018] No. 36 - Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Asset Reorganization of Listed Companies (Revised in 2018)
Announcement of the China Securities Regulatory Commission [2018] No. 36
November 15, 2018
Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Asset Reorganization of Listed Companies (Revised in 2018) are hereby promulgated and shall take effect as of the date of promulgation.
Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Assets Reorganization of Listed Companies (Revised in 2018)
Chapter I General Provisions
Article 1 To regulate the information disclosure of major assets reorganization of listed companies, these Standards are hereby formulated according to the Securities Law, the Administrative Measures for the Major Assets Reorganization of Listed Companies (Order of the CSRC No. 127, hereinafter referred to as the "Reorganization Measures") and other relevant laws, administrative regulations and departmental rules.
Article 2 A listed company that carries out asset transactions set forth in the Reorganization Measures (hereinafter referred to as "Major Assets Reorganization") shall prepare information disclosure documents such as Major Assets Reorganization Report (hereinafter referred to as the "Reorganization Report") in accordance with these Standards, and disclose the Reorganization Report in accordance with the Reorganization Measures and other relevant provisions.
Listed companies that need to apply for administrative licensing for asset transactions with the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") shall also prepare and submit application documents in accordance with the requirements of these Standards. Where a listed company fails to prepare or submit application documents in accordance with the requirements of these Standards, the CSRC may refuse to accept them or require it to prepare and submit them again.
Article 3 The provisions of these Standards are the minimum requirements for the information disclosure or application documents for major assets reorganization of a listed company. Regardless of whether it is clearly defined in these Standards, any information that may have a significant impact on the transaction prices of the shares and their derivatives of listed companies or have an important influence on investors' investment decisions shall be disclosed or provided.
If some specific requirements of these Standards do not apply to a certain major assets reorganization, the listed company may make appropriate adjustments without affecting the integrity of the content according to the actual situation, but it should provide explanations when disclosing information or submitting the application.
The CSRC and the stock exchange may require the listed company to supplement the disclosure of other relevant information or provide other relevant documents according to the actual needs of supervision.
Article 4 Listed companies may not disclose or provide certain information or documents that are stipulated in these Standards for specific reasons such as state secrets and trade secrets (such as the confidential information of core technologies, the specific contents of commercial contracts, etc.). However, reasons why they have not disclosed or provided in accordance with these Standards should be explained in detail in relevant sections. Where the CSRC considers it necessary to disclose or provide them, the listed company shall do so.
Article 5 All parties involved in major assets reorganization shall disclose or provide information in a timely and fair manner. All information disclosed or provided shall be truthful, accurate and complete. The facts described shall have a sufficient, objective and impartial basis. The data quoted shall indicate the sources of the information without any false record, misleading statement or material omission.
All directors, supervisors, senior management personnel, and relevant securities service institutions and their employees of listed companies shall, as required, make a statement on the relevant documents disclosed or provided to ensure the authenticity, accuracy and completeness of the documents.
The transaction counterparty shall, as required, make a statement on the relevant documents disclosed or applied to ensure the authenticity, accuracy and completeness of the information provided for the reorganization.
Article 6 Information disclosure documents of major assets reorganization shall be made easy for investors to read, and shall be logically clear, concise, readable and understandable on the basis of full disclosure.
Information disclosure documents and application documents (if involved) of major assets reorganization shall be used as reference documents and be made available to investors.
Chapter II Reorganization Plan
Article 7 A reorganization plan prepared by a listed company shall at least include the following contents:
1. Major issues notice and major risks notice.
2. The background and purpose of the transaction.
3. The overview of the transaction plan. The introduction of the plan shall disclose whether the transaction constitutes a transaction as stipulated in Article 13 of the Reorganization Measures (hereinafter referred to as the "Reorganization and Listing") and the basis for its determination.
4. The changes in the control over the past 60 months, the development of the main business for the recent three years and the estimated changes of the ownership control structure caused by such transaction of a listed company.
5. The basic information of the main counterparty. Where the main other party to the transaction is a legal person, it shall disclose its name, place of registration, legal representative, the structure chart of the property control relationship with its controlling shareholders and actual controllers. Where the main other party to the transaction is a natural person, he shall disclose his name (including used name), gender, and country and whether he has obtained his right of residence in other countries or regions etc. Where the main other party to the transaction is another entity, it shall disclose its name and nature; if it is a partnership enterprise, it shall disclose its related ownership and control relationships, its major partners, etc.
Where a listed company purchases or sells assets through public bidding, auction or other means, and the basic information of the main counterparty really cannot be disclosed in the reorganization plan, the reasons and effects for the failure of disclosure shall be explained.
6. The basic information of the object of the transaction, including the major business (overview of major products or services, profit models, core competitiveness, etc.), the major financial indicators (unaudited data is available), estimated value and proposed price (if any), etc. during the reporting period (the reporting period mentioned in these Standards refers to the recent two years and one period; for the case of preliminary estimated as Reorganization and Listing, the reporting period refers to the recent three years and one period). If the estimated value and the proposed price are not disclosed, the reasons and effects thereof shall be explained.
Where the relevant securities service institution fails to complete the audit, assessment or valuation and profit forecast examination (if involved), the listed company shall make a special note that the audited financial data, assessment or valuation results of the relevant assets and the audited profit forecast data (if involved) will be disclosed in the Major Assets Reorganization Report and a risk disclosure that the audited financial data, assessment or final valuation results of the relevant assets may differ greatly from the disclosure of the reorganization plan.
Where the object of the transaction belongs to overseas assets or is purchased through public bidding, auction or other means, and its financial data really cannot be disclosed, the reasons and effects for the failure of disclosure shall be explained, and solutions shall be proposed.
7. Situation of non-cash payment (if involved). Where the listed company issues shares for the purchase of assets, it shall disclose the information concerning the pricing and basis of share issue, and the adjustment plan for the issue price specified in the resolution of the board of directors on issuing shares for the purchase of assets. Where the listed company buys assets through non-cash payment such as the issue of preference shares, the issue of corporate bonds and directional warrants convertible into shares to specific objects, it shall disclose the relevant information in accordance with the aforesaid requirements.
Where the transaction plan involves mergers and acquisitions, it shall disclose the information concerning the conversion price and the method of setting the price, the conversion price adjustment plan specified in the resolution of the board of directors on the mergers and acquisitions, the protection arrangement for dissent shareholders' rights and the protection arrangement for creditors' rights.
Where the transaction plan involves the raising of supporting funds, it shall disclose the estimated amount of the supporting funds to be raised and its proportion in the total amount of the transaction, the circumstances of the shares issued, its purpose and other relevant information briefly.
8. Where there are other significant uncertainties in the transaction, including situations in which approval of the related competent department is still required, etc., full explanations and special warnings of relevant risks shall be made.
9. The principle opinion of the controlling shareholder of the listed company and parties acting in concert, and the share reduction plan of the controlling shareholder and parties acting in concert, directors, supervisors and senior management personnel from the beginning of reorganization and resuming trading to its completion. Where a listed company discloses as a non-controlling shareholder, it shall disclose the opinions and the share reduction plan of the largest shareholder and the shareholders holding more than 5% of the shares, in accordance with the aforesaid requirements.
10. Verification opinions issued by the relevant securities service institutions on the contents disclosed in the reorganization plan (if any).
Chapter III Reorganization Report
Section 1 Cover, Table of Contents and Definitions
Article 8 A listed company shall set out the title of the reorganization report on the cover page of the full text of the reorganization report. The title of the reorganization report shall specify the transaction forms, including but not limited to: "Report of XX Co., Ltd. on Purchase of Major Assets", "Report of XX Co., Ltd. on Sale of Major Assets", "Report of XX Co., Ltd. on Replacement of Major Assets", "Report of XX Co., Ltd. on Share Issue for Asset Purchase" or "Report of XX Co., Ltd. on Merger of XX Co., Ltd.".
Where major assets reorganization takes two or more transaction forms, it shall be specified in the title, such as "Report of XX Co., Ltd. on Major Assets Replacement and Share Issue for Asset Purchase". Where raising supporting funds while issuing shares to purchase assets, it shall specify "and raise supporting funds" in the title, such as "Report of XX Co., Ltd. on Share Issue for Asset Purchase and Supporting Fundraising". Where major assets reorganization constitutes a connected transaction, it shall also specify "and connected transactions" in the title, such as "Report of XX Co., Ltd. on Major Assets Purchase and Connected Transactions".
In the meantime, the cover page shall specify the following information:
1. The name of the listed company, the place where the shares are listed, the stock abbreviation and the stock code;
2. The name of the counterparty;
3. The name of the independent financial adviser;
4. The date of signing of the reorganization report.
Article 9 The table of contents of the reorganization report shall specify the titles of each chapter and section and the corresponding page numbers, and the content arrangement shall be in line with the prevailing Chinese conventions.
Article 10 A listed company shall paraphrase the terms that may cause understanding obstacles for investors and those that have specific meanings. Paraphrases shall be printed following the page of the contents.
Section 2 Major Issues Notice
Article 11 A listed company shall issue a "Major Issues Notice" that is related to the reorganization on the title page of the reorganization report, following the principle of importance and relevance, in a clear and concise manner. The major issues notice shall include but not be limited to:
1. A brief introduction of the reorganization plan.
2. Relevant indicators according to the Reorganization Measures, whether the reorganization constitutes a connected transaction (if the reorganization constitutes a connected transaction, it shall disclose the reasons for constituting the connected transaction and voting avoidance arrangements for involved directors and shareholders), and whether it constitutes a reorganization and listing and the basis of its determination.
3. If disclosure of the transaction does not constitute a reorganization and listing, but after the transaction is completed, there will be significant changes to the shareholding situations and company controlling conditions of the shareholders who hold more than 5% of the shares of the listed company or of the actual controller, as well as to the business composition of the listed company, it shall disclose whether the listed company has any arrangements, commitments, agreements, etc. for maintaining or changing control rights and adjusting its main business in the next 60 months. If it has, it shall disclose the main contents in detail.
4. A brief introduction of the payment method of the reorganization and the arrangement for raising supporting funds (if involved).
5. A brief introduction of the assessment or valuation of the object of the transaction.
6. A brief introduction of the impact of the reorganization on the listed company. Disclose the impact of the reorganization on the ownership structure and the main financial indicators of the listed company in a list.
7. The decision-making procedures and approval procedures for the reorganization that have been fulfilled and have not yet been fulfilled, and the relevant approvals to be obtained before implementation of the reorganization plan. If involved in the parallel examination and approval, it shall specify that the reorganization plan will not be implemented until approval is obtained.
8. Disclose the important commitments made by the parties involved in the reorganization in a list.
9. The principle opinion of the controlling shareholders of the listed company and parties acting in concert, and the share reduction plan of the controlling shareholders and parties acting in concert, directors, supervisors and senior management personnel from the beginning of reorganization and resuming trading to its completion. Where a listed company discloses as a non-controlling shareholder, it shall disclose the opinion and the share reduction plan of the largest shareholder and the shareholders holding more than 5% of the shares, in accordance with the aforesaid requirements.
10. Arrangements for the protection of the rights and interests of small- and medium-sized investors in the reorganization, including but not limited to, voting at the shareholders' meeting, online voting arrangements and arrangements for the compensation of diluted earnings per share for the current period of mergers and acquisitions.
11. Other key issues that need to be alerted to the investors.
Section 3 Major Risks Notice
Article 12 A listed company shall, in light of the actual situation of the reorganization, on the title page of the reorganization report, issue a "Major Risks Notice" including serious adverse risk factors that may have a direct or indirect impact on the production and management status, financial status and sustained profitability of the listed company during and after the reorganization, following the principle of importance and relevance and based on "Risk Factors" of Section 13.
Section 4 Overview of the Transaction
Article 13 The listed company shall introduce the overview transaction of the reorganization, including but not limited to:
1. the background and purpose of the transaction;
2. the decision-making process and approval status of the transaction;
3. the specific plan of the transaction; and
4. the impacts of the reorganization on the listed company.
Section 5 Parties to the Transaction
Article 14 The basic information of the listed company, including the establishment of the company and its former name, the changes in the controlling right over the past 60 months, the major assets reorganization, the development of the main business and major financial indicators in the past three years, and the general situation of controlling shareholders and actual controller.
It also includes whether the listed company is involved in a criminal investigation by the judiciary organ or investigated by the CSRC for suspected violations of laws and regulations, whether it has been subject to administrative penalties or criminal penalties in the past three years, and if so, it shall disclose relevant information and explain the impact on the reorganization. Where it constitutes the reorganization and listing, it shall also specify whether the listed company, and its controlling shareholders and the actual controller of the past three years are involved in a criminal investigation by the judiciary organ or investigated by the CSRC for suspected violations of laws and regulations, and if so, whether it has been three years since the termination of criminal or illegal activities, whether the transaction plan can eliminate the possible adverse consequences caused by such acts and whether it will affect the accountability of the relevant violators; whether the listed company, and its controlling shareholders and actual controller have been publicly condemned by the stock exchange in the past 12 months and whether there are any other major acts of dishonesty.
Article 15 Counterparty of the Transaction
1. Where the counterparty of the transaction is a legal person, it shall disclose the name, nature of the enterprise, place of registration, main office location, legal representative, registered capital, unified social credit code, historical evolution, business scope, changes in the registered capital in the past three years, development of major business and major financial indicators in the past two years, and the most recent year's summary financial statements, and indicate whether it has been audited.
In a block diagram or other valid forms, it shall fully disclose the relevant ownership and controlling relationships of the counterparty, including the principal shareholders or equity holders of the counterparty and indirect controllers of equity or interests and the ownership structure chart between the various levels thereof, as well as natural persons, state-owned asset management departments or other institutions with which the shareholders reach some kind of agreements or arrangements; briefly introduce the basic information of major shareholders and other affiliates of the counterparty in text form; list the names of subordinate enterprises of the counterparty that are classified by industry type.
Where the counterparty of the transaction has been established for less than one full fiscal year and has not established any specific business or is specifically set up for the transaction, it shall disclose the relevant information of the actual controller or the holding company of the counterparty in accordance with the above requirements.
2.
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Announcement of the China Securities Regulatory Commission [2018] No. 36
November 15, 2018
Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Asset Reorganization of Listed Companies (Revised in 2018) are hereby promulgated and shall take effect as of the date of promulgation.
Standards on the Content and Form of Information Disclosure by Companies Publicly Offering Securities No.26 - Major Assets Reorganization of Listed Companies (Revised in 2018)
Chapter I General Provisions
Article 1 To regulate the information disclosure of major assets reorganization of listed companies, these Standards are hereby formulated according to the Securities Law, the Administrative Measures for the Major Assets Reorganization of Listed Companies (Order of the CSRC No. 127, hereinafter referred to as the "Reorganization Measures") and other relevant laws, administrative regulations and departmental rules.
Article 2 A listed company that carries out asset transactions set forth in the Reorganization Measures (hereinafter referred to as "Major Assets Reorganization") shall prepare information disclosure documents such as Major Assets Reorganization Report (hereinafter referred to as the "Reorganization Report") in accordance with these Standards, and disclose the Reorganization Report in accordance with the Reorganization Measures and other relevant provisions.
Listed companies that need to apply for administrative licensing for asset transactions with the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") shall also prepare and submit application documents in accordance with the requirements of these Standards. Where a listed company fails to prepare or submit application documents in accordance with the requirements of these Standards, the CSRC may refuse to accept them or require it to prepare and submit them again.
Article 3 The provisions of these Standards are the minimum requirements for the information disclosure or application documents for major assets reorganization of a listed company. Regardless of whether it is clearly defined in these Standards, any information that may have a significant impact on the transaction prices of the shares and their derivatives of listed companies or have an important influence on investors' investment decisions shall be disclosed or provided.
If some specific requirements of these Standards do not apply to a certain major assets reorganization, the listed company may make appropriate adjustments without affecting the integrity of the content according to the actual situation, but it should provide explanations when disclosing information or submitting the application.
The CSRC and the stock exchange may require the listed company to supplement the disclosure of other relevant information or provide other relevant documents according to the actual needs of supervision.
Article 4 Listed companies may not disclose or provide certain information or documents that are stipulated in these Standards for specific reasons such as state secrets and trade secrets (such as the confidential information of core technologies, the specific contents of commercial contracts, etc.). However, reasons why they have not disclosed or provided in accordance with these Standards should be explained in detail in relevant sections. Where the CSRC considers it necessary to disclose or provide them, the listed company shall do so.
Article 5 All parties involved in major assets reorganization shall disclose or provide information in a timely and fair manner. All information disclosed or provided shall be truthful, accurate and complete. The facts described shall have a sufficient, objective and impartial basis. The data quoted shall indicate the sources of the information without any false record, misleading statement or material omission.
All directors, supervisors, senior management personnel, and relevant securities service institutions and their employees of listed companies shall, as required, make a statement on the relevant documents disclosed or provided to ensure the authenticity, accuracy and completeness of the documents.
The transaction counterparty shall, as required, make a statement on the relevant documents disclosed or applied to ensure the authenticity, accuracy and completeness of the information provided for the reorganization.
Article 6 Information disclosure documents of major assets reorganization shall be made easy for investors to read, and shall be logically clear, concise, readable and understandable on the basis of full disclosure.
Information disclosure documents and application documents (if involved) of major assets reorganization shall be used as reference documents and be made available to investors.
Chapter II Reorganization Plan
Article 7 A reorganization plan prepared by a listed company shall at least include the following contents:
1. Major issues notice and major risks notice.
2. The background and purpose of the transaction.
3. The overview of the transaction plan. The introduction of the plan shall disclose whether the transaction constitutes a transaction as stipulated in Article 13 of the Reorganization Measures (hereinafter referred to as the "Reorganization and Listing") and the basis for its determination.
4. The changes in the control over the past 60 months, the development of the main business for the recent three years and the estimated changes of the ownership control structure caused by such transaction of a listed company.
5. The basic information of the main counterparty. Where the main other party to the transaction is a legal person, it shall disclose its name, place of registration, legal representative, the structure chart of the property control relationship with its controlling shareholders and actual controllers. Where the main other party to the transaction is a natural person, he shall disclose his name (including used name), gender, and country and whether he has obtained his right of residence in other countries or regions etc. Where the main other party to the transaction is another entity, it shall disclose its name and nature; if it is a partnership enterprise, it shall disclose its related ownership and control relationships, its major partners, etc.
Where a listed company purchases or sells assets through public bidding, auction or other means, and the basic information of the main counterparty really cannot be disclosed in the reorganization plan, the reasons and effects for the failure of disclosure shall be explained.
6. The basic information of the object of the transaction, including the major business (overview of major products or services, profit models, core competitiveness, etc.), the major financial indicators (unaudited data is available), estimated value and proposed price (if any), etc. during the reporting period (the reporting period mentioned in these Standards refers to the recent two years and one period; for the case of preliminary estimated as Reorganization and Listing, the reporting period refers to the recent three years and one period). If the estimated value and the proposed price are not disclosed, the reasons and effects thereof shall be explained.
Where the relevant securities service institution fails to complete the audit, assessment or valuation and profit forecast examination (if involved), the listed company shall make a special note that the audited financial data, assessment or valuation results of the relevant assets and the audited profit forecast data (if involved) will be disclosed in the Major Assets Reorganization Report and a risk disclosure that the audited financial data, assessment or final valuation results of the relevant assets may differ greatly from the disclosure of the reorganization plan.
Where the object of the transaction belongs to overseas assets or is purchased through public bidding, auction or other means, and its financial data really cannot be disclosed, the reasons and effects for the failure of disclosure shall be explained, and solutions shall be proposed.
7. Situation of non-cash payment (if involved). Where the listed company issues shares for the purchase of assets, it shall disclose the information concerning the pricing and basis of share issue, and the adjustment plan for the issue price specified in the resolution of the board of directors on issuing shares for the purchase of assets. Where the listed company buys assets through non-cash payment such as the issue of preference shares, the issue of corporate bonds and directional warrants convertible into shares to specific objects, it shall disclose the relevant information in accordance with the aforesaid requirements.
Where the transaction plan involves mergers and acquisitions, it shall disclose the information concerning the conversion price and the method of setting the price, the conversion price adjustment plan specified in the resolution of the board of directors on the mergers and acquisitions, the protection arrangement for dissent shareholders' rights and the protection arrangement for creditors' rights.
Where the transaction plan involves the raising of supporting funds, it shall disclose the estimated amount of the supporting funds to be raised and its proportion in the total amount of the transaction, the circumstances of the shares issued, its purpose and other relevant information briefly.
8. Where there are other significant uncertainties in the transaction, including situations in which approval of the related competent department is still required, etc., full explanations and special warnings of relevant risks shall be made.
9. The principle opinion of the controlling shareholder of the listed company and parties acting in concert, and the share reduction plan of the controlling shareholder and parties acting in concert, directors, supervisors and senior management personnel from the beginning of reorganization and resuming trading to its completion. Where a listed company discloses as a non-controlling shareholder, it shall disclose the opinions and the share reduction plan of the largest shareholder and the shareholders holding more than 5% of the shares, in accordance with the aforesaid requirements.
10. Verification opinions issued by the relevant securities service institutions on the contents disclosed in the reorganization plan (if any).
Chapter III Reorganization Report
Section 1 Cover, Table of Contents and Definitions
Article 8 A listed company shall set out the title of the reorganization report on the cover page of the full text of the reorganization report. The title of the reorganization report shall specify the transaction forms, including but not limited to: "Report of XX Co., Ltd. on Purchase of Major Assets", "Report of XX Co., Ltd. on Sale of Major Assets", "Report of XX Co., Ltd. on Replacement of Major Assets", "Report of XX Co., Ltd. on Share Issue for Asset Purchase" or "Report of XX Co., Ltd. on Merger of XX Co., Ltd.".
Where major assets reorganization takes two or more transaction forms, it shall be specified in the title, such as "Report of XX Co., Ltd. on Major Assets Replacement and Share Issue for Asset Purchase". Where raising supporting funds while issuing shares to purchase assets, it shall specify "and raise supporting funds" in the title, such as "Report of XX Co., Ltd. on Share Issue for Asset Purchase and Supporting Fundraising". Where major assets reorganization constitutes a connected transaction, it shall also specify "and connected transactions" in the title, such as "Report of XX Co., Ltd. on Major Assets Purchase and Connected Transactions".
In the meantime, the cover page shall specify the following information:
1. The name of the listed company, the place where the shares are listed, the stock abbreviation and the stock code;
2. The name of the counterparty;
3. The name of the independent financial adviser;
4. The date of signing of the reorganization report.
Article 9 The table of contents of the reorganization report shall specify the titles of each chapter and section and the corresponding page numbers, and the content arrangement shall be in line with the prevailing Chinese conventions.
Article 10 A listed company shall paraphrase the terms that may cause understanding obstacles for investors and those that have specific meanings. Paraphrases shall be printed following the page of the contents.
Section 2 Major Issues Notice
Article 11 A listed company shall issue a "Major Issues Notice" that is related to the reorganization on the title page of the reorganization report, following the principle of importance and relevance, in a clear and concise manner. The major issues notice shall include but not be limited to:
1. A brief introduction of the reorganization plan.
2. Relevant indicators according to the Reorganization Measures, whether the reorganization constitutes a connected transaction (if the reorganization constitutes a connected transaction, it shall disclose the reasons for constituting the connected transaction and voting avoidance arrangements for involved directors and shareholders), and whether it constitutes a reorganization and listing and the basis of its determination.
3. If disclosure of the transaction does not constitute a reorganization and listing, but after the transaction is completed, there will be significant changes to the shareholding situations and company controlling conditions of the shareholders who hold more than 5% of the shares of the listed company or of the actual controller, as well as to the business composition of the listed company, it shall disclose whether the listed company has any arrangements, commitments, agreements, etc. for maintaining or changing control rights and adjusting its main business in the next 60 months. If it has, it shall disclose the main contents in detail.
4. A brief introduction of the payment method of the reorganization and the arrangement for raising supporting funds (if involved).
5. A brief introduction of the assessment or valuation of the object of the transaction.
6. A brief introduction of the impact of the reorganization on the listed company. Disclose the impact of the reorganization on the ownership structure and the main financial indicators of the listed company in a list.
7. The decision-making procedures and approval procedures for the reorganization that have been fulfilled and have not yet been fulfilled, and the relevant approvals to be obtained before implementation of the reorganization plan. If involved in the parallel examination and approval, it shall specify that the reorganization plan will not be implemented until approval is obtained.
8. Disclose the important commitments made by the parties involved in the reorganization in a list.
9. The principle opinion of the controlling shareholders of the listed company and parties acting in concert, and the share reduction plan of the controlling shareholders and parties acting in concert, directors, supervisors and senior management personnel from the beginning of reorganization and resuming trading to its completion. Where a listed company discloses as a non-controlling shareholder, it shall disclose the opinion and the share reduction plan of the largest shareholder and the shareholders holding more than 5% of the shares, in accordance with the aforesaid requirements.
10. Arrangements for the protection of the rights and interests of small- and medium-sized investors in the reorganization, including but not limited to, voting at the shareholders' meeting, online voting arrangements and arrangements for the compensation of diluted earnings per share for the current period of mergers and acquisitions.
11. Other key issues that need to be alerted to the investors.
Section 3 Major Risks Notice
Article 12 A listed company shall, in light of the actual situation of the reorganization, on the title page of the reorganization report, issue a "Major Risks Notice" including serious adverse risk factors that may have a direct or indirect impact on the production and management status, financial status and sustained profitability of the listed company during and after the reorganization, following the principle of importance and relevance and based on "Risk Factors" of Section 13.
Section 4 Overview of the Transaction
Article 13 The listed company shall introduce the overview transaction of the reorganization, including but not limited to:
1. the background and purpose of the transaction;
2. the decision-making process and approval status of the transaction;
3. the specific plan of the transaction; and
4. the impacts of the reorganization on the listed company.
Section 5 Parties to the Transaction
Article 14 The basic information of the listed company, including the establishment of the company and its former name, the changes in the controlling right over the past 60 months, the major assets reorganization, the development of the main business and major financial indicators in the past three years, and the general situation of controlling shareholders and actual controller.
It also includes whether the listed company is involved in a criminal investigation by the judiciary organ or investigated by the CSRC for suspected violations of laws and regulations, whether it has been subject to administrative penalties or criminal penalties in the past three years, and if so, it shall disclose relevant information and explain the impact on the reorganization. Where it constitutes the reorganization and listing, it shall also specify whether the listed company, and its controlling shareholders and the actual controller of the past three years are involved in a criminal investigation by the judiciary organ or investigated by the CSRC for suspected violations of laws and regulations, and if so, whether it has been three years since the termination of criminal or illegal activities, whether the transaction plan can eliminate the possible adverse consequences caused by such acts and whether it will affect the accountability of the relevant violators; whether the listed company, and its controlling shareholders and actual controller have been publicly condemned by the stock exchange in the past 12 months and whether there are any other major acts of dishonesty.
Article 15 Counterparty of the Transaction
1. Where the counterparty of the transaction is a legal person, it shall disclose the name, nature of the enterprise, place of registration, main office location, legal representative, registered capital, unified social credit code, historical evolution, business scope, changes in the registered capital in the past three years, development of major business and major financial indicators in the past two years, and the most recent year's summary financial statements, and indicate whether it has been audited.
In a block diagram or other valid forms, it shall fully disclose the relevant ownership and controlling relationships of the counterparty, including the principal shareholders or equity holders of the counterparty and indirect controllers of equity or interests and the ownership structure chart between the various levels thereof, as well as natural persons, state-owned asset management departments or other institutions with which the shareholders reach some kind of agreements or arrangements; briefly introduce the basic information of major shareholders and other affiliates of the counterparty in text form; list the names of subordinate enterprises of the counterparty that are classified by industry type.
Where the counterparty of the transaction has been established for less than one full fiscal year and has not established any specific business or is specifically set up for the transaction, it shall disclose the relevant information of the actual controller or the holding company of the counterparty in accordance with the above requirements.
2.
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