Merger and acquisition information had become an important subject amidst the winds of change in China's stock market, which gave birth to a large number of sad story. But along with the our country law gradually perfect, M & M & a information should be in accordance with statutory requirements carefully managed, in order to prevent the gutter turned the boat.
1, stock exchange
Investors have in a listing Corporation's rights and interests, including registration in the name of the shares and are not registered under its name but the investors can actually control the voting shares. The investor and its concerted action people have in a listing Corporation shall be calculated together with the interests of. The information disclosure obligor to calculate the proportion of shares, it shall be held by the listing Corporation has issued convertible into shares of the company have the right to convert part of securities and holdings of shares in the listing Corporation with the same calculation, and the shareholding ratio and complicated computation compared to non equity securities into shares proportion in two, the higher of the quasi; exercise period has not exercise, or exercise conditions no longer exist, without complicated calculation. The higher the aforementioned two persons, shall be computed according to the following formula: the number of shares / listing Corporation investor holds total issued shares (shares; amount stock investors and investors can be converted into shares of non equity securities of the corresponding) / (total number of shares of the listing Corporation's total number of issued shares + listing Corporation issued convertible into shares of the company non equity securities of the corresponding).
Through the stock exchange trading, investor and its concerted action has interests in the shares of a listing Corporation issued shares of 5%, or through the transfer agreement, reached shares investor and concerted action people with interests in a listing Corporation or over a listing Corporation issued shares of 5%, should be 3 days preparing the equity change report on the occurrence of the day, submit a written report to the China Securities Regulatory Commission, the securities exchange, report to the dispatched institutions, notify the listing Corporation, and make a public announcement. In the period, the investor and concerted action may not purchase or sell the shares of listing Corporation.
The investor and its concerted action has interests in the shares of a listing Corporation issued shares of 5%, its share of the rights and interests of the listing Corporation issued shares of each percentage increase or reduction of 5%, shall be conducted in accordance with the provisions of the report and announcement. Among them, in the securities trading, during the reporting period, and make a report within 2 days after notice, may not purchase or sell the shares of listing Corporation; in the transfer agreement, the investor and concerted action in the report, before the announcement, may not purchase or sell the shares of listing Corporation.
The investor and concerted action is not a listing Corporation's first major shareholder or actual controller, its shareholding to reach or exceed 5% of the issued shares, but did not achieve 20%, shall prepare the simple equity change report; if the listing Corporation's largest shareholder or actual controller, it shall also disclose the investor and its concerted action the controlling shareholders, actual controllers and equity control relationship chart.
The investor and concerted action is not a listing Corporation's first major shareholder or actual controller, its own interests in the shares of a listing Corporation or more than 20% of the issued shares but not more than 30%, shall prepare the detailed equity change report; if the listing Corporation the first major shareholder or actual controller, they shall hire a financial consultant to the the equity change report issue examination opinions for the contents disclosed, but the state-owned shares of administrative transfer or transfer of shares, change of different subjects, between the same actual controller control through inheritance except to obtain shares. The investor and its concerted action people commitment of at least 3 years to exercise the voting shares right, from hire a financial consultant and provide legal provisions should be submitted to the China Securities Regulatory Commission documents.

2, non Stock Exchange
The investor and its concerted action by administrative transfer or alteration, the execution court, inheritance, gift, the change of the shares to the prescribed proportion, and perform the obligations of notice shall report, in accordance with the corresponding provisions, transfer etc.. Among them, the state-owned shares administrative transfer, change, state-owned units as a result of the information disclosure obligor owns equity changes to the legal proportion, the information disclosure obligor (state owned units include the transferor and the transferee, with both sides) shall, within 3 days to disclose the equity transferor and transferee in the approval of local state owned listing Corporation Department of day (change square, with both sides), transfer (the name change, merging) the number of shares, proportion and properties, approved the transfer (change, merging) time and mechanism, to obtain the relevant departments for approval, the approval by the executive; court to auction measures for listing Corporation stock, lead the person applying for enforcement with interests in the listing Corporation of changes of shares to the prescribed proportion, the person applying for enforcement shall, within 3 days of the court ruling decided disclosure date, name, ruled that the receipt of the order, the person applying for enforcement time, ruled that the main content, book auction mechanism, auction, the auction subject name results the date of the receipt of the order; due to inheritance or dotation the information disclosure obligor in the listing Corporation have the right to Benefit of changes of shares to the prescribed proportion, the information disclosure obligor shall disclose the relationships, the decedent or gift between inheritance or gift that the start time, whether the implementation of testamentary succession, wills etc..
In the information disclosure obligor with interests in the listing Corporation of changes of shares reached the legal proportion of the parties through the trust or other asset management mode, it shall disclose the trust contract or arrangement of other assets management main content, including trust or other assets management in specific ways, management authority (including the shares of the listing Corporation, the exercise of voting rights etc.) the number of shares involved, and the outstanding shares of the listing Corporation, the proportion of trust or asset management fees, the duration of the contract and change, termination condition, the trust assets processing arrangement, contract signing time and other special terms etc..
The artificial shareholder of listing Corporation shareholders, rather than the stock exchange is open to the transferee by transferring its holdings of the shareholders of the listing Corporation's shares, shall be in the market listing notice notify the listing Corporation within 3 days of the date of transfer, and shall disclose. And the transferee after signing the agreement, the transferor shall disclose relevant information in accordance with the transfer agreement.
The information disclosure obligor to use cash acquisition of listing Corporation to the issue of new shares and the company with interests in the listing Corporation changes to the legal proportion, to the information disclosure shall be made within 3 days from the issue of new shares resolution on duty in the directors of the listing Corporation, in accordance with the provisions of the preparation of the report on changes of simple or detailed equity, that made the issue of the number and proportion of shares, other arrangements between major transactions between the issue price and the pricing basis, terms of payment and payment, has performed and approval procedures, not to perform transfer restrictions or commitment, the last year and a period with the listing Corporation and listing Corporation and the future; the obligation of information disclosure people with non cash assets for listing Corporation to issue new shares, it shall disclose the non cash assets in the last two years by the financial accounting report of the audit, or within the period of validity of assets evaluation report of the board of directors of listing Corporation; make uncertain issue issue resolution, the information disclosure obligor for listing Corporation to issue new shares in the share rights in the change of the company reached the legal proportion shall be in the announcement, listing Corporation Within 3 days of issuance of the day, in accordance with the provisions for simple or detailed equity change report.
3, exceptions
Have to disclose the equity change report an investor and its concerted action in the disclosure date of 6 months, because of the change of the shares need to report, notice the equity change report, can only make announcement report, different from previous report part of the book; more than 6 months since the first disclosure date, the investor and concerted action should be in accordance with the provisions of the law change report compilation rights, perform the reporting, announcement obligation.
Because of the reduced equity listing Corporation lead investor and concerted action to the change of the shares legal provisions need to compile the equity change report situation, an investor and its concerted action from performing the obligations of reporting and announcement. A listing Corporation shall complete the reduction of share capital alteration registration within 2 working days, the share change the leading shareholders have rights to notice; due to the reduction of share capital of the company may lead to an investor and its concerted action people to become the largest shareholder of the company or the actual controller, the investor and concerted parties shall announce the relevant to reduce the resolution of the share capital of the company within 3 working days from the board of directors of the company shall be the investor and concerted action, the controlling shareholders, actual controllers and the relationship between equity structure diagram, control announcement obligation performance report.

　　The above software automatic translation content does not meet your needs?

　　Give me a message or call: +86 10 62530048