M & SFC six gold medals specification.

<P>: Http:// hearing, the Commission released the afternoon of 17 sites "on the" significant asset restructuring of listed companies Regulations (draft)> Notice of public consultation "to seek the views of investors and the community .recommendations. .</ P> <P> the new regulations once enacted, in force since 2002, "major companies listed on the purchase, sale, exchange assets of a number of issues," which repealed. .</ P> <P> addition to the aforementioned draft, the SFC website has also issued an "Information Disclosure of Listed Companies and the related notice of the Conduct of Parties", "on the release <listed company private placement Rules> .; the notice "," released on "Publicity Information Disclosure by Companies Offering Securities content and format guidelines No. 25 - non-public issuance of shares of listed companies plan and issuing situation" notice "the three series of documents. .</ P> <P> addition, there are "audit committee on the issue of mergers and acquisitions of listed companies in the establishment of the Audit Committee's decision," "on release" China Securities Regulatory Commission, the Audit Committee of Listed Companies M & A work order> of the .notice "two files. .</ P> <P> following is "on the" significant asset restructuring of listed companies Regulations (draft)> Notice of public consultation on "full text. .</ P> <P> on the "significant asset restructuring of listed companies Regulations (draft)" for public comment a notice </ P> <P> share reform to meet the needs of the development after the market, according to the 2005 Amendment .After the "Company Law", "Securities Law", with a major listed companies in China's capital market asset restructuring practice, I will have a "significant asset restructuring of listed companies Regulations (draft)." .Now "a major asset restructuring of listed companies Regulations (draft)" to the public, welcomed the investors and the research community to actively participate in discussions and put forward constructive comments or suggestions. .Please send comments or suggestions in writing or by e-mail form on September 25, 2007 feedback to the China Securities Regulatory Commission. .Contact the following: </ P> <P> Fax :8610-88061167, 88061504 </ P> <P> E-mail: ssb@csrc.gov.cn </ P> <P> Address: Xicheng District, Beijing Financial .Fu Kai Building, 19 Avenue A, the Listing Division of China Securities Regulatory Commission </ P> <P> Zip code: 100032 </ P> <P> attachment: "a major asset restructuring of listed companies Regulations (draft)" </ P> .<P> China Securities Regulatory Commission </ P> <P> 二 ○ ○ 七年 九月 十七 日 </ P> <P> significant asset restructuring of listed companies management practices </ P> <P> directory </ P .> <P> Chapter I General Provisions </ P> <P> Chapter major asset restructuring principles and standards </ P> <P> Chapter Three significant asset restructuring procedures and information disclosure </ P> <P> fourth .Shares issued as a chapter of payment special provisions for the purchased assets </ P> <P> major asset reorganization Chapter apply for the issuance of new shares or corporate bonds </ P> <P> Chapter VI regulatory measures and legal responsibilities </ P .> <P> Chapter VII Supplementary Provisions </ P> <P> Chapter I General Provisions </ P> <P> the first order to regulate the behavior of major asset restructuring of listed companies, listed companies and investors to protect the legitimate rights and interests, and promote quality of listed companies .continuously improve and maintain the securities market order and social public interests, under the "Securities Act", "Company Law" and other laws, administrative regulations, development of this approach. .</ P> <P> second approach applies to listed companies and their subsidiaries outside the ordinary course of business purchase, sale of assets or by other means to reach the required percentage of asset transactions, leading to the main business of listed companies, asset ., significant changes in income asset transactions (hereinafter referred to as a major asset restructuring.) .</ P> <P> listed companies to issue shares as payment to purchase assets to specific objects (hereinafter referred to as the issue of shares to buy assets), it shall comply with the regulations. .</ P> <P> third unit or individual shall not use any significant asset restructuring of listed companies and damage the legitimate interests of shareholders. .</ P> <P> fourth implementation of major asset restructuring of listed companies, the parties must be promptly and fairly disclose or provide information to ensure that the information disclosed or to provide true, accurate, complete, and shall not have any false record, misleading statement .or material omissions. .</ P> <P> V listed company directors, supervisors and senior managers of major assets restructuring activities, should be honesty, diligence, maintaining the security of company assets, protect the company and the legitimate interests of all shareholders. .</ P> <P> Article VI as a major asset restructuring the securities service institutions to provide services (hereinafter referred to as intermediaries) and shall comply with laws, administrative rules and regulations, follow the industry accepted business standards and ethics, strict compliance .functions and shall not seek improper interest, and it produces, the documents issued by the authenticity, accuracy and completeness of responsibility. .</ P> <P> Any entity or individual known to the major asset restructuring prior to the disclosure of information in accordance with law duty of confidentiality; </ P> <P> prohibit any use of major units and individuals engaged in insider trading information asset restructuring .manipulating the stock market or securities fraud and other illegal activities. .</ P> <P> Article VIII of the China Securities Regulatory Commission (CSRC) according to a major asset restructuring of listed companies conduct supervision. .</ P> <P> Article IX of the CSRC issued the Audit Committee, established in listed companies in M & Audit Committee (hereinafter referred to as M & A Committee), voting will be submitted for its consideration of applications for a major vote on the reorganization of assets, audit opinion .. .</ P> <P> Chapter major asset restructuring principles and standards </ P> <P> Article implementation of major asset restructuring of listed companies should comply with the following provisions: </ P> <P> (a) comply with the State .industrial policy and on environmental protection, land management, and other laws and administrative regulations; </ P> <P> (b) does not lead to stock market listed company does not meet the conditions; </ P> <P> (c) Major assets .Pricing the assets involved in the reorganization of the fair, there is no damage to the legitimate rights and interests of the shareholders of listed companies and situations; </ P> <P> (d) significant asset restructuring ownership of assets involved in a clear, asset transfer or transfer of legal barriers do not exist ., related to the legal treatment of claims and liabilities; </ P> <P> (e) help enhance the continued viability of listed companies, there is no listed company may result in cash or assets without the specific business situation; </ P> < .P> (f) of listed companies in the business, assets, financial, personnel, institutions, etc. and the actual controller and its associates remain independent, in line with China Securities Regulatory Commission on the independence requirements of listed companies; </ P> <P ."(g) is conducive to the formation of listed companies or maintain a sound and effective corporate governance. .</ P> <P> Article XI listed company and its subsidiaries purchased, sold assets, leading to the main business of listed companies, assets, income changes at one of the following criteria, a significant asset restructuring: </ P> < .P> (a) of the purchase, sale of assets of listed companies accounted for the most recent fiscal year, audited consolidated financial accounting reporting period, the proportion of the total assets of more than 50%; </ P> <P> (b) of the purchase, sale of assets .In the most recent fiscal year generated revenues of listed companies accounted for the same period audited consolidated financial accounting reports the proportion of main business income of 50% or more; </ P> <P> (c) of the transaction turnover (including the assumed .debts and expenses) listed companies accounted for the most recent fiscal year audited consolidated net assets of the financial accounting reports the proportion of 50% or more, and more than 50 million yuan. .</ P> <P> Article XII calculate the ratio of the preceding Article, it shall comply with the following provisions: </ P> <P> (a) the purchase, sale of assets to equity, its total assets to the assets of the invested enterprise .share of total equity ratio and the investment product and the turnover whichever is higher both in the main business income to be invested enterprises the main business income and the investment share of the product subject to equity ratio; .</ P> <P> purchase, sale of shares of listed companies to obtain or result in the loss of a controlling stake in the investee companies, with total assets to total assets is invested enterprises and the turnover whichever is higher both in the main business income .to be invested enterprises the main business income subject; </ P> <P> (b) of the purchase, sale of assets, non-equity assets, and its total assets should be based on the asset's carrying value and turnover in both .whichever is higher; </ P> <P> (c) the listed company purchase, sale of assets shall be calculated separately purchase, sale of assets related to the proportion and in proportion to the greater of the two; </ .P> <P> (d) of listed companies in the 12 months consecutive on the same or related assets purchased, sold, and its total number of corresponding amounts were calculated, but in accordance with the provisions of these Measures approved by the China Securities Regulatory Commission .asset transactions, not calculated into the total range. .</ P> <P> Article XIII The term assets through other forms of transactions, including: </ P> <P> (a) of listed companies and other new businesses that have been set up enterprises to increase or decrease .capital, in essence, constitute a listed company to purchase, sale of assets; </ P> <P> (b) of the listed companies will be mainly engaged in operating assets entrusted to others, leasing, or entrusted with the operation, leasing of other corporate assets; </ P> < .P> (c) the obligations of listed companies with assets of receiving the gift or donation of assets outside; </ P> <P> (d) the principle of prudent supervision of the CSRC identified under other circumstances. .</ P> <P> transactions such assets in accordance with these Regulations the relevant proportion of the standard rate of 50%, and listed companies or investors may adversely affect the legitimate rights and interests, China Securities Regulatory Commission may determine that its material assets .reorganization. .</ P> <P> Article XIV of the assets of listed company transactions to be implemented to achieve these measures shall not constitute a significant proportion of asset restructuring, China Securities Regulatory Commission general meeting of shareholders in listed companies before major problems are found, may damage the listed companies .or the legitimate interests of investors, and can be ordered according to the principle of prudent supervision of listed companies shall be submitted in accordance with the way the application materials, additional disclosure of relevant information, and hold a shareholder meeting postponed. .</ P> <P> China Securities Regulatory Commission general meeting of shareholders in listed companies to the assets after the transaction is completed before the implementation of the circumstances found in the preceding paragraph, may order the suspension of trading of listed companies; asset transactions have been implemented and the damage to investors in listed companies or legal .interests, China Securities Regulatory Commission to investigate and punish. .</ P> <P> accordance with Article XV of listed companies audited by the China Securities Regulatory Commission issued the securities to raise money files disclosure purposes, the use of raised funds to purchase assets and foreign investment are not applicable to this approach. .</ P> <P> Chapter Three significant asset restructuring procedures and information disclosure </ P> <P> sixteenth of a listed company and trading the other major asset restructuring to initial discussions, it should immediately take the necessary security measures. .Listed companies to hire intermediaries and counterparties, and should be employed with the agency to sign a confidentiality agreement. .</ P> <P> listed companies on the major asset of this resolution before the announcement of the reorganization of the Board, the relevant information has been spread in the media or abnormal fluctuations in company stock, the listed company shall immediately relevant plans, programs, or related matters .status and associated risk factors of progress and an announcement and in accordance with the rules on information disclosure for other related matters. .</ P> <P> seventeenth listed company shall employ financial advisers, securities and futures related business with qualified accounting firms and law firms and other intermediary agencies issue opinions on major asset restructuring. .Significant related party transactions involving asset restructuring, the listed company should engage an independent financial adviser issued by the views, the independent financial adviser to the transaction should be fair and non-listed associated companies and express a clear opinion of the shareholders. .Asset transaction pricing of assets based on assessment results, the listed company shall employ qualified securities and futures related business assets, asset evaluation report issued by rating agencies. .</ P> <P> intermediary in its opinion issued by other agencies or professional advice staff and it shall be carried out due diligence, prudent use of professional advice to verify their contents, and by other agencies or persons .professional advice is responsible for the formation of the final conclusions. .</ P> <P> Article XVIII of listed companies and counterparties signed employment contracts with intermediaries, the non-legitimate reasons for not replace the intermediaries. .Does have a valid reason to replace the intermediaries should be disclosed in the application materials and the replacement of the specific reasons for agency statement of opinion. .</ P> <P> Article XIX of listed companies to buy assets, assets to be purchased should provide earnings forecasts. .Measures listed company intends to carry out the twenty-ninth of the first paragraph of Article (a), (b) provides a major asset reorganization and the issuance of shares to buy assets, listed companies should also provide earnings forecasts. .Earnings forecasts shall be subject to securities and futures-related business qualification with accounting firm audits. .</ P> <P> listed companies do not provide sufficient reason to report the profit forecast, it shall specify the reasons, significant asset restructuring of listed companies in the report (or issue of shares to buy assets, the report, the same below) and tips for special risk .and in the management discussion and analysis section to this restructuring of listed companies continued viability and future prospects of the development of a detailed analysis. .</ P> <P> Diershitiao significant asset restructuring in the underlying assets as the pricing of assets based on assessment results, asset evaluation institutions should in principle be taken more than two assessment methods to evaluate and verify. .</ P> <P> listed company board of directors shall evaluate the independence, assessing the reasonableness of assumptions, the purpose of assessment and evaluation of the relevance of comments made clear, independent directors should be on this separate opinion. .</ P> <P> twenty-one major asset restructuring of listed companies should be made according to the resolution by the Board and submitted to shareholders for approval. .</ P> <P> independent directors of listed companies on major asset restructuring should be independent opinion. .</ P> <P> twenty-two listed companies should make a significant asset restructuring in the board's next working day after the resolution, notice convening the general meeting notice of a major asset reorganization and disclosure of the following documents at the same time send a copy to location of listed companies .CSRC China (hereinafter referred to as the sending agency): </ P> <P> (a) of the board of directors and independent directors of the opinion; </ P> <P> (b) significant asset restructuring of listed companies report their .Abstract; </ P> <P> (c) financial adviser or independent financial adviser report report; </ P> <P> (d) legal opinions; </ P> <P> major asset restructuring involving asset audit, evaluation .or profit forecasts, asset audit reports, findings and reports audited profit forecast in the shareholders meeting shall be at least 5 working days before the disclosure. .</ P> <P> the first paragraph (b) to (d) of the second paragraph of information and disclosure documents should be in accordance with the relevant requirements of the CSRC. .</ P> <P> listed company shall, at least one newspaper designated by the CSRC announcement board of directors, independent directors of the comments and the report summary of significant asset restructuring, and should be disclosed in the Stock Exchange Web site full report significant asset restructuring .and related agencies of the report or opinion. .</ P> <P> twenty-three shareholders of listed companies on major asset reorganization to the General Assembly resolution should at least include the following items: </ P> <P> (a) significant asset restructuring in this way, trading the underlying and .counterparty; </ P> <P> (b) of the transaction price or price range; </ P> <P> (c) the pricing or the pricing basis; </ P> <P> (d) the validity of the resolution; < ./ P> <P> (e) the board of directors for major asset restructuring of this specific authorization; </ P> <P> (six) other specific matters. .</ P> <P> twenty-four shareholders of listed companies to adopt resolutions on matters of major assets restructuring must be approved by the shareholders attending the meeting by two-thirds of the voting rights held. .</ P> <P> major asset restructuring of listed companies and shareholders of the Company or its affiliated relationship of human existence, the shareholders meeting to vote on matters of major asset reorganization, the association should withdraw from the voting shareholders, voting rights they hold are not included in the present .the total number of voting rights at general meetings. .</ P> <P> counterparty has controlling shareholders of listed companies listed company shares to the transferee, or recommend to the directors of listed companies reached an agreement or understanding, that could cause actual change of control, the controlling shareholders of listed companies and its affiliates .should withdraw from the voting. .</ P> <P> major asset restructuring of listed companies to issue shareholder meeting, the meeting should be held in the form field, and should provide the Internet voting or other legal means to participate in the general meeting for shareholders to provide convenience. .</ P> <P> twenty-five shareholders of listed companies should be a major asset restructuring by the resolution on the next working day after the public announcement and in accordance with the relevant provisions of China Securities Regulatory Commission prepared the application documents and appointed a financial consultant in 3 .China Securities Regulatory Commission to declare within days, and send a copy to agency. .According to China Securities Regulatory Commission on a major asset restructuring of listed companies application for review. .</ P> <P> twenty-six listed companies of all directors, supervisors and senior management personnel shall issue a commitment to ensure that application for a major reorganization of assets there is no false, misleading statements or material omissions. .</ P> <P> twenty-seventh CSRC feedback during the audit of listed companies required to provide a written explanation, the listed company shall receive feedback within 30 days from the date of written responses. .Overdue provide the listed company shall on the day after the due date of this significant progress in the reorganization of assets and failure to provide specific reasons for such responses to be announced. .</ P> <P> the twenty-eighth CSRC audit period, the listed company intends to object to the transaction, the transaction object, the transaction price to make significant changes, constitute a material adjustment to the restructuring plan, should be submitted to the Board re-vote .General Meeting of Shareholders and in accordance with the provisions hereof to the China Securities Regulatory Commission to re-submit the application for a major reorganization of assets, while making announcements. .</ P> <P> audit period in the China Securities Regulatory Commission, board of directors of listed companies to terminate or withdraw this application for a major reorganization of assets, an explanation shall be announced and presented in accordance with the provisions of the Articles of Association general meeting for consideration. .</ P> <P> twenty-ninth of a listed company's major assets restructuring of the following circumstances, leading to its main business and operating assets of major changes shall be submitted to the Audit Committee of M & A: </ P> <P> .(a) the sale of assets of listed companies and buy while the amount of assets to the most recent fiscal year, audited consolidated financial accounting reports the proportion of the total assets of more than 70%; </ P> <P> (b) sale of all listed companies operating assets ., purchase of other assets; </ P> <P> (c) that the China Securities Regulatory Commission in the audit of listed companies may seriously affect the situation or the legitimate interests of investors. .</ P> <P> major asset reorganization case in the preceding paragraph does not exist, but there is one of the following circumstances, a listed company can apply to the China Securities Regulatory Commission plan submitted this restructuring M & Audit Committee: </ P> <P ."(a) purchased the assets of listed companies to comply with the forty-fourth article of the way to full operational entities and the need for simulation results calculated; </ P> <P> (b) of the listed companies the relevant functional departments of the CSRC's .Feedback dissent. .</ P> <P> third ten listed companies held by the Chinese Securities Regulatory Commission, M & A conference committee re-examine the application of its major asset notice, shall be announced immediately, and apply M & A work session of the Committee until .The result of the vote disclosure of matters before the suspension. .</ P> <P> listed companies in M & A Committee received a major reorganization of assets on its application for the voting results should be announced in the next working day result of the vote and apply for resumption of trading. .Notice should be stated, the company made in the China Securities Regulatory Commission to receive approval or disapproval of the decision will further notice. .</ P> <P> 第三十一条 listed companies by the Chinese Securities Regulatory Commission on its significant asset restructuring be made to the decision of approval or disapproval, it shall be announced in the next working day. .</ P> <P> not been approved by China Securities Regulatory Commission, the listed company shall within 10 working days to decide whether to terminate or re-submitted to the major asset restructuring program and announce </ P> <P> 第三 twelve Chinese .Commission approved the application for major asset restructuring of listed companies, the listed company shall timely implementation of the restructuring plan, and in the implementation of completion within 3 working days from the date of preparation of the implementation of the report to the CSRC and its agencies, stock exchanges to submit .written report and make an announcement. .</ P> <P> listed company hired financial consultants and law firms should be on the implementation of major asset restructuring, asset transfer issues and matters related to follow-up compliance and risk verification, made clear concluding observations. .Financial consultants and law firm and the implementation of the views of the report should also report, notice. .</ P> <P> thirty-third shall come by the Chinese Securities Regulatory Commission approved 60 days from the date of the file, this is not the implementation of major asset restructuring is completed, the listed company shall, at the next working day after the expiration of the progress of the implementation of the .report to the CSRC and its agencies, and make an announcement; thereafter shall be published once every 30 days until implementation is completed. .Not implemented over 12 months completed, the approval document failed to be re-approved by the China Securities Regulatory Commission. .</ P> <P> thirty-fourth listed company in the implementation of major asset restructuring process, the occurrence of the laws and regulations require disclosure of material matters, shall promptly report to the CSRC and its agencies report. .The result of this restructuring matters in material changes, to be re-approved by the China Securities Regulatory Commission. .</ P> <P> 第三 fifteen under Article XIX of the Measures to provide earnings forecasts, the listed company should be a significant asset restructuring in the year after the implementation of the annual reports of listed companies in the separate disclosure of the actual earnings and related assets .differences in the number of profit forecasts and conditions issued by the accounting firm for this special audit opinion. .</ P> <P> asset evaluation institutions to take income approach, assuming that development of law based on expected future earnings valuation methods to assess and assets to be purchased as a pricing reference, the listed company should be completed in the implementation of major asset restructuring .annual report within three years after the underlying assets in the separate disclosure and assessment of the actual earnings report, the profit difference between the number of cases predicted by the accounting firm issued this special audit opinion. .Counterparty or a specific object should be a clear commitment to profit if the underlying asset for less than the actual number of profit forecast, the compensation of the difference. .</ P> <P> chapter to issue shares to buy assets as payment special provisions </ P> <P> thirty-sixth shares in a listed company to issue a payment to purchase assets to specific objects, shall meet the following requirements .: </ P> <P> (a) help to improve the quality of assets of listed companies to improve the company's financial position and enhance the sustainable profitability; are connected transactions of listed companies to reduce and avoid competition, and enhance independence; </ P> < .P> (b) of the listed companies last year and a financial accounting report is an unqualified opinion CPA audit report; be issued by the reservations expressed negative views or opinions of the audit report can not, and shall be subject to special inspection CPA confirmed .The reservations expressed negative views or opinions can not be involved in matters of significant impact has been eliminated or will be eliminated by the transaction; </ P> <P> (c) of the listed companies to issue shares to buy assets, ownership should be .clear, independent accounting of the operating assets, and can be completed within the agreed period for ownership transfer procedures; the assets into the listed company shall, before under the same actual controller continuing operations less than a full fiscal year; the .assets for new projects, subject to acceptance has been put into operation and to provide earnings forecasts; </ P> <P> (d) other conditions prescribed by the CSRC. .</ P> <P> specific object to subscribe in cash or assets issued by non-public listed company shares, the listed company with the same non-public offering to raise funds to buy assets to the particular object, as if to purchase issued shares of listed companies .assets. .</ P> <P> thirty-seventh issue of shares of a listed company shall not be less than the issuance price of shares to buy assets of twenty trading days prior notice board resolution company stock price. .</ P> <P> average trading price of the preceding formula referred to as: Bulletin board resolution before the company stock price 20 trading days = 20 trading days before announcement of the resolutions the total stock trading / 20 before the announcement of the resolutions .trading day stock trading volume. .</ P> <P> 第三 eighteen specific objects obtained by assets of listed companies to subscribe for shares in the share from the closing date of issuance, shall not be transferred within 12 months; one of the following circumstances, 36 months .may not be transferred: </ P> <P> (a) specific targets controlling shareholders of listed companies, the actual controller or control affiliates; </ P> <P> (b) of this particular object by the subscription of shares issued .to obtain effective control over listed companies; </ P> <P> (c) to obtain a specific object of the shares of this offering, the subscription of shares for the assets of its continuing ownership interest in less than 24 months. .</ P> <P> thirty-ninth issue of shares in a listed company to apply for purchase of assets, mergers and acquisitions should be submitted to the Audit Committee. .China Securities Regulatory Commission in accordance with the statutory conditions and procedures shall be the decision of approval or disapproval. .</ P> <P> fourth ten listed companies to issue shares to buy assets led to a specific object of the shares held or controlled to achieve the statutory ratio, it should be in accordance with the "Administrative Measures for Acquisition of Listed Companies", to fulfill obligations related to information disclosure. .</ P> <P> specific objects listed companies to issue shares for the subscription resulting in the proportion of shares held or controlled more than 30%, and the shareholders of listed companies issued by the General Assembly agreed to offer its free, you can report to the CSRC listed companies .send application for issue of shares at the same time, the obligation to apply for exemption offer. .</ P> <P> 第四十一条 China Securities Regulatory Commission approved the purchase of assets of listed companies application for issue of shares, the listed company shall timely implementation. .Related to specific objects purchased all assets transferred to the listed company, listed company hired financial consultants and law firms should follow-up to asset transfer issues and matters related to compliance and risk verification, made clear the concluding observations. .A listed company shall transfer all assets in the relevant completed within 3 working days after the transfer of cases to make an announcement, the CSRC and its agencies to submit written reports, notices and reports should include the law firm of financial advisers and the concluding observations .. .</ P> <P> China Securities Regulatory Commission received written reports of listed companies within 5 working days after the objection is not raised, the listed companies to stock exchanges, securities registration and settlement companies to subscribe for shares of a specific object to Securities .registration. .China Securities Regulatory Commission objection, or financial advisor or solicitor firm view that the relevant assets right to exist there is a big flaw or risk of follow-up matters, subject to objection, defect or risk issues are resolved, only for securities registration. .</ P> <P> 第四 twelve except as otherwise provided in this chapter, the listed companies to issue shares to buy assets, and information disclosure procedures shall conform to the provisions of Chapter III. .</ P> <P> major asset reorganization of Chapter V apply for the issuance of new shares or corporate bonds </ P> <P> forty, as amended, after the M & A Audit Committee approved the implementation of major asset restructuring is completed, the listed companies to apply .issuance of new shares or corporate bonds, consistent with the following conditions, significant asset restructuring before this performance can be simulated in the review: </ P> <P> (a) the listed company's assets is a complete business entity; </ .P> <P> (b) the implementation of this major asset restructuring is complete, re-side commitments have been fulfilled, the listed companies operate in a stable, well; </ P> <P> (c) the implementation of this major asset restructuring .After the listed company or related assets to achieve the level of earnings forecast profit. .</ P> <P> listed company before the restructuring of this major asset does not meet the China Securities Regulatory Commission conditions of public issuance of securities, or the result of this restructuring of listed companies controlling shareholder or actual controller of the change, apply for a public issue of listed companies .new shares or corporate bonds, from this restructuring transaction for no less than a full fiscal year. .</ P> <P> forty-fourth term integrity of this approach operational entity shall meet the following conditions: </ P> <P> (a) of the business and operating assets of the independence, integrity, and did not occur in the last two years .significant changes; </ P> <P> (b) the listed company before the actual controller in the same continuing operations more than two years under; </ P> <P> (c) the listed company before the implementation of independent accounting .or although not independent accounting, but the revenue associated with its operations, costs can be clearly divided on accounting; </ P> <P> (d) listed company and the entity's key senior management personnel or to enter into employment contracts .other means, in respect of business entities from continuing operations after completion of the transaction and management to make appropriate arrangements. .</ P> <P> Chapter VI regulatory measures and legal responsibilities </ P> <P> forty-fifth of a listed company in violation of the Regulations, without approval or implementation of major asset reorganization, the CSRC may order correction .; the directly responsible person in charge and other directly responsible personnel can take control conversations, identified as improper person, and can record credit files and to the public or given administrative punishment according to law; if the circumstances are serious, the persons responsible to take the market .banned measures; alleged crime shall be transferred to judicial organs for criminal liabilities. .</ P> <P> Forty-sixth was major asset reorganization provisions of the parties fails to fulfill timely reporting, announcement and related information disclosure, the CSRC may order it to correct, the directly responsible person in charge and other directly responsible .staff a warning, fines; circumstances are serious, shall be ordered to stop the restructuring activities. .</ P> <P> Forty-seventh application for a listed company to provide documents or information the disclosure of a major asset restructuring false record, misleading statements or material omissions, the CSRC decision to terminate the examination can be made, directly in charge of .personnel and other persons directly responsible warning, fines; circumstances are serious, the persons responsible for the measures taken Shichangjinru; suspected of a crime shall be transferred to judicial organs for criminal liabilities. .</ P> <P> forty-eighth of a listed company directors, supervisors and senior managers in the major asset reorganization and do not perform honest and trustworthy, diligent due diligence obligations, the restructuring plan constitutes a violation of listed companies, the CSRC may order corrections, .and to take control talks, issued a letter of warning, identified as inappropriate candidates for such regulatory measures; circumstances are serious, the measures can be taken Shichangjinru; suspected of a crime shall be transferred to judicial organs for criminal liabilities. .</ P> <P> on Article forty-ninth issue of major asset restructuring financial consultancy report, audit report, legal advice, asset appraisal reports and other special documents intermediary organizations and their employees not to perform honest and trustworthy, diligent due diligence obligations, breach of .industry standards, business rules, the CSRC may order it to correct, to take control talks, issuing warning letters and other regulatory measures, and transferred to the competent department of the relevant professional bodies; financial advisers did not fulfill its obligations of continuous supervision, warning, fines. .</ P> <P> preceding paragraph, the intermediary organizations and their employees a document issued by any false record, misleading statements or material omissions, the CSRC may order corrections, and impose warnings, fines; circumstances are serious, in the .within a certain period of time to suspend or revoke the business; failure to implement the management of the securities and futures industry qualifications, will not be accepted within a certain period of its issued document, and the transfer of relevant professional bodies competent authorities. .Suspected of a crime shall be transferred to judicial organs for criminal liabilities. .</ P> <P> fifth ten major upon completion of the reorganization of assets, management of listed companies who are not informed in advance and later can not be reasons beyond the control of listed companies to achieve profits or purchase of assets does not meet earnings forecasts or asset valuation .The report predicts that 80% of the amount, or the actual operating conditions with the management discussion and analysis of a wide gap between the listed company chairman and general manager, and held accountable for this accounting firm, financial advisory, asset evaluation institutions and their employees .the annual report should be disclosed in the company, while an explanation in the designated newspapers, a public apology to investors; the amount of profit does not meet the 50% forecast, the CSRC can listed companies, relevant agencies and responsible persons to take control talk .issued a letter of warning, order rectification and other regulatory measures. .</ P>.