China Securities Regulatory Commission, Contents and Formats for Information Disclosures by Companies that Offer Securities to the Public Guidelines (No. 19): Application Documents for Exemption from Takeover by Offer

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: In relation to any takeover of a listed company, if the purchaser is eligible for exemption from takeover by offer under the Administration of Takeover of Listed Companies Procedures when increasing its shareholding in the target company, then the purchaser shall prepare the required documents for an application for exemption of takeover by offer in accordance with these Procedures when it applies to the China Securities Regulatory Commission for such exemption (Article 2). Such documents are listed in the appendix to the Procedures. They include a legal opinion as to, among other things, the circumstance qualifying the applicant for the exemption, the completion by the applicant of the legal procedures of the takeover and any existing or likely legal obstacle to the takeover (Article 13). They also include the approvals from the foreign investment administration department if the takeover involves foreign investment.
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