China Securities Regulatory Commission, Contents and Formats for Information Disclosures by Companies that Offer Securities to the Public Guidelines (No. 18): Target Company Board of Directors Report

Issued: November 28 2002
Effective: December 1 2002
Interpreting authority: China Securities Regulatory Commission
Applicability: The Guidelines do not apply to takeovers and changes of shareholdings of listed companies that were completed or that have occurred but whose registration of the change in share ownership has not been completed before December 1 2002.

Main contents: The board of directors of the target company in a takeover transaction shall prepare a Target Company Board of Directors Report in accordance with these Procedures (Article 2). The report shall disclose the basic information of the target company, any conflict of interests in the takeover transaction, the recommendation or statement from the board of directors, the opinions of an independent financial advisor, major contracts and transactions in the 24 months prior to the takeover, documents for inspection and other major matters (Part Two). If the report quotes the professional reports or opinions from professional institutions, it shall state that such institutions have agreed in writing to such quotation (Article 12).
Related legislation:PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p31 and Administration of the Takeover of Listed Companies Procedures, Sep 28 2002, CLP 2002 No.9 p43