Wednesday, December 15, 2010
Acquisition of listed companies merger approach ushered in a new era of publishing market.
<P> Commission yesterday formally issued "Administrative Measures for Acquisition of Listed Companies" ("the acquisition of way"), the acquisition of listed companies made a significant adjustment system to nurture and supervision of post-split share structure reform, tradable securities under the .mergers and acquisitions. .</ P> <P> "acquisition method" mainly reflects the following important features: the acquisition of listed companies made a significant adjustment of the system will adjust the mandatory general offer to acquire the grounds of the tender offer acquisition of ways people choose to give the acquisition of .people more autonomy, the lower the cost of acquisition, fully reflects the acquisition of listed companies to encourage the values and spirit of the legislation; through mandatory public disclosure of information, procedural fairness, fair treatment of shareholders, who acquired the qualification specification, increase the holding .shareholders and actual controllers of a variety of measures such as supervision, will indirectly acquire control people's changes and the actual acquisition of listed companies together into a unified regulatory system, maintain fair, effective protection of the legitimate rights and interests of minority shareholders; changes in regulatory approach .simplify the review process, prior regulatory approval from the past into the appropriate pre-and post supervision of the combination of regulation and increase the intensity of ongoing supervision; strengthen the financial advisory intermediary services for investors, mergers and acquisitions to increase the transparency of service requirements, .market mechanism into full play the activities of listed companies the acquisition of constraints, and improve market efficiency; the strengthening of corporate governance requirements, strict control of management buyouts; clear foreign acquisitions should be consistent with national industrial policies and industry access, and shall not endanger national security and public .interests. .</ P> <P> with the SFC on May 22, compared to the society's draft, made the formal promulgation of the main draft amendments to the following six aspects: either the ownership between 5% to 20% of .among the largest shareholders or actual controllers in accordance with the standards of the purchaser to fulfill disclosure obligations; Second, further refinement of the operability of the tender offer, the abolition of the district is divided into tradable shares and non-tradable shares of the different provisions of the offer price floor, .Convertible increased acquisition and operational advice in the areas of professional bodies such as the principle of respect the provisions of the offer for non-performance clear or give the purchaser a false offer to be severely punished and held accountable for failure to fulfill obligations of the financial adviser due diligence liability; third is to allow .the signing of the Equity Transfer Agreement to transfer shares during the transitional period, election of directors of the acquired company does not exceed one-third of board members; Fourth, China Securities Regulatory Commission will clearly set in the Articles of Association shall be ordered to correct improper anti-takeover provisions; fifth is to strengthen the .control the number of listed companies who acquired control, and strengthen its information disclosure obligations; Six is to continue supervision, requiring listed companies within one year after completion of the acquisition by listed companies with quarterly financial adviser to perform continuous supervision responsibilities. .</ P> <P> from mature capital market situation of foreign listed companies merger and acquisition transactions far exceeds the amount of financing through the stock market. .Mergers and acquisitions as an important capital market means the allocation of resources to help enhance the competitiveness of listed companies, an effective way to enhance the value of the company is regarded as highly active capital market booster. .Can be expected, the newly revised "acquisition approach" into the established market-oriented system of acquisition of listed companies, mergers and acquisitions of listed companies will promote activities to help form a stock market listed company on the survival of the fittest mechanism, particularly for the benefit of listed companies with .and Make the big stock market platform. .</ P> <P> Commission said that to ensure the "acquisition method" in the Sept. 1 from the smooth implementation of the disclosure of information supporting the content and format guidelines will be released later, the Shanghai and Shenzhen stock exchanges will also formulate corresponding .business rules. .At the same time, the Commission will organize and strengthen the industry training, increase the stock market investigation and punishment of illegal activities, mergers and acquisitions for the use of insider trading and market manipulation acts severely punished. .</ P>.
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