State-owned Assets Supervision and Administration Commission of the State Council, Circular on Matters Relevant to Regulation of Asset Re-organisation of Listed Companies Carried out by State-owned Shareholders

国务院国有资产监督管理委员会关于规范国有股东与上市公司进行资产重组有关事项的通知

September 04, 2009 | BY

clpstaff &clp articles &

Asset re-organisation of listed companies carried out by state-owned shareholders requires advance approval before information disclosure.

Clp Reference: 3700/09.06.24 Promulgated: 2009-06-24

Issued: June 24 2009

Applicability: The phrase “asset re-organisation of listed companies carried out by state-owned shareholders” refers to the injection, purchase or replacement of assets by state-owned shareholders or potential state-owned shareholders (entities that become a state-owned shareholder of the listed company upon such asset re-organisation, hereafter collectively referred to as “state-owned shareholders”) with a listed company, thereby resulting in a change in the shareholding in listed company of the state-owned shareholder (Article 1).

Main contents: Where, before the disclosure of matters pertaining to the asset re-organisation of a listed company carried out by a state-owned shareholder, there are relevant rumours in the market or there are abnormal transactions of the securities of the listed company or the derivative products related thereto, the state-owned shareholder shall actively co-operate with the listed company in its performance of information disclosure obligations (Article 5).

With respect to the asset re-organisation, the state-owned shareholder shall submit the feasibility study report for the asset re-organisation to the state-owned assets supervision and administration authority at the provincial level or above for advance review (Article 7). The state-owned assets supervision and administration authority shall issue an opinion and notify the state-owned shareholder in a timely manner, the state-owned shareholder shall in turn notify the listed company in writing to disclose the same in accordance with the law (Article 8). The proposal for asset re-organisation of a listed company carried out by a state-owned shareholder shall, upon discussion and adoption by the board of directors of the company, be submitted for review by the state-owned assets supervision and administration authority at the provincial level or above before the day on which the shareholder's general meeting is convened (Article 9).

Related legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21; PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31; PRC, Law on State-owned Assets of Enterprises, Oct 28 2008; and Tentative Regulations for the Supervision and Administration of Enterprise State-owned Assets, May 27 2003, CLP 2003 No.6 p.36

clp reference:3700/09.06.24(1)promulgated:2009-06-24

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