Provisions on Several Issues Concerning the Regulation of Material Asset Reorganizations by Listed Companies
关于规范上市公司重大资产重组若干问题的规定
CLP Reference: 3710/08.04.16(2)
PRC Reference: 证监会公告 [2008] 14号
Promulgated: 16 April 2008
Keywords (click to search): [material asset reorganization] [major asset restructuring] [purchase or sale of assets] [controlling interest] [merger] [acquisition] [M&A] [board resolution] [information disclosure]
(Issued by the China Securities Regulatory Commission on April 16 2008.)
(中国证券监督管理委员会于二零零八年四月十六日公告。)
Notice of the CSRC [2008] No.14
Article 1: If a listed company intends to carry out a material asset reorganization, all of its directors shall strictly perform their obligation of good faith and duly carry out the work involved in maintaining the confidentiality of information and in suspending and resuming the trading of the company’s shares.
第一条 上市公司拟实施重大资产重组的，全体董事应当严格履行诚信义务，切实做好信息保密及停复牌工作。
After the first resolution of the board of directors on the material asset reorganization has been voted on and adopted, the listed company shall apply to the stock exchange outside trading hours on the day of the resolution or the following working day to make an announcement. The board of directors shall prepare a preliminary material asset reorganization plan or material asset reorganization report in accordance with the Measures for the Administration of Material Asset Reorganizations by Listed Companies (Order of the CSRC No.53) and relevant guidelines for information disclosure and announce such preliminary plan or report, as an appendix to the board resolution, together with such resolution.
重大资产重组的首次董事会决议经表决通过后，上市公司应当在决议当日或者次一工作日的非交易时间向证券交易所申请公告。董事会应当按照《上市公司重大资产重组管理办法》（证监会令第53号）及相关的信息披露准则编制重大资产重组预案或者报告书，并将该预案或者报告书作为董事会决议的附件，与董事会决议同时公告。
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