China Securities Regulatory Commission, Questions and Answers Relating to the Offering of Shares to Simultaneously Purchase Assets and Raise Ancillary Funds by Listed Companies
中国证券监督管理委员会关于上市公司发行股份购买资产同时募集配套资金的相关问题与解答
July 05, 2016 | BY
Susan Mok &clp articles &Shares from Raising of Ancillary Funds Not Counted to Prevent Circumvention of Backdoor Listing Requirements.
Issued: June 17 2016
Main contents: When determining whether the transaction circumstances set forth in Article 13 of the Measures for the Administration of the Material Asset Restructurings of Listed Companies are constituted, if the listed company's controlling shareholder, de facto controller and the persons acting in concert therewith propose to subscribe for the raising of ancillary funds, the corresponding shares are to be removed from the calculation when determining whether there is a change in control.
If, during the six months prior to and during the suspension of trading for the contemplated transaction, the listed company's controlling shareholder, de facto controller and the persons acting in concert therewith acquire rights and interests in the target assets and use such rights and interests to subscribe for shares of the listed company, they are to be removed in accordance with the above mentioned calculation method (Answer to Question 2).
Related legislation: Opinions on the Application of Articles 14 and 44 of the <Measures for the Administration of Material Asset Restructurings by Listed Companies>: Opinions on the Application of Securities and Futures Laws No.12; and Measures for the Administration of Material Asset Restructurings by Listed Companies
clp reference:3710/16.06.17 issued:2016-06-17Issued: June 17 2016
Main contents: When determining whether the transaction circumstances set forth in Article 13 of the Measures for the Administration of the Material Asset Restructurings of Listed Companies are constituted, if the listed company's controlling shareholder, de facto controller and the persons acting in concert therewith propose to subscribe for the raising of ancillary funds, the corresponding shares are to be removed from the calculation when determining whether there is a change in control.
If, during the six months prior to and during the suspension of trading for the contemplated transaction, the listed company's controlling shareholder, de facto controller and the persons acting in concert therewith acquire rights and interests in the target assets and use such rights and interests to subscribe for shares of the listed company, they are to be removed in accordance with the above mentioned calculation method (Answer to Question 2).
Related legislation: Opinions on the Application of Articles 14 and 44 of the <Measures for the Administration of Material Asset Restructurings by Listed Companies>: Opinions on the Application of Securities and Futures Laws No.12; and Measures for the Administration of Material Asset Restructurings by Listed Companies
clp reference:3710/16.06.17 issued:2016-06-17This premium content is reserved for
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