China Securities Regulatory Commission, Guidelines on Contents and Formats for Information Disclosure by Companies that Offer Securities to the Public (No.26): Application Documents for Material Asset Reorganization of Listed Companies

中国证券监督管理委员会公开发行证券的公司信息披露内容与格式准则第26号 - 上市公司重大资产重组申请文件

June 02, 2008 | BY

clpstaff &clp articles &

33 types of documents required for information disclosure for material asset reorganizations.

Clp Reference: 3700/08.04.16 Promulgated: 2008-04-16 Effective: 2008-05-18

Issued: April 16 2008
Effective: May 18 2008
Interpreting Authority: China Securities Regulatory Commission

Main Contents: The catalogue of application documents stipulated in these Guidelines is the minimum requirement for the application documents for material asset reorganization of listed companies. Listed companies shall disclose information that has a major impact on the investment decisions of investors regardless of whether such information is explicitly specified in the Guidelines (Article 3).

The appendix lists the 33 types of documents required for material asset reorganization of listed companies, including:

(1) report on the material asset reorganization;

(2) resolutions of the board of directors and the shareholders' general meeting on the material asset reorganization;

(3) opinion issued by the independent directors of the listed company;

(4) report of the independent financial advisor;

(5) legal opinion;

(6) financial and audit reports on the assets targeted for purchase/sale in the material asset reorganization (where the reports are genuinely unavailable, the reasons therefor and the financial status and business performance of the relevant assets shall be stated);

(7) appraisal report and appraisal explanation on the assets targeted for purchase/sale in the material asset reorganization (if available);

(8) the agreement or contract for the material asset reorganization; and

(9) the examination and approval, check and approval or record filing document on the material asset reorganization issued by the relevant authority; and letter of consent from the creditors (if debt transfer is involved).

Related Legislation: PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31; and Measures for the Administration of Material Asset Reorganizations of Listed Companies, Apr 16 2008, CLP 2008 No.5 p.9

clp reference:3700/08.04.16(3)promulgated:2008-04-16effective:2008-05-18

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