证监公司字[2003]16号

（Issued by the China Securities Regulatory Commission on 20 May 2003.）

颁布日期：20030520 　实施日期：20030520 　颁布单位：中国证券监督管理委员会

　　To the Shanghai Stock Exchange， Shenzhen Stock Exchange and all listed companies：

　　Pursuant to the relevant provisions of the Company Law， the Securities Law and the Administration of the Takeover of Listed Companies Procedures， we hereby notify you of issues relevant to the conditions for listing and trading of shares of target companies in takeovers by offer：

　　1. If， upon expiration¹ of the offer period for a takeover by offer， the equity² distribution of the target company does not satisfy the conditions for listing as stipulated³ in the Company Law， and the purpose of the purchaser is to terminate the listing and trading of the shares of the target company， the shares of the target company shall cease to be listed and traded in the stock exchange.

　　2. If， upon expiration of the offer period for a takeover by offer， the purpose of the purchaser is not to terminate the listing and trading of the shares of the target company， the trading of the shares of the target company shall， depending on the following circumstances， be handled as follows：

　　（1） where the equity distribution of the target company satisfies the conditions for listing as stipulated in the Company Law， the listing status of the target company shall not be affected⁴；

　　（2） where the equity distribution of the target company does not satisfy the conditions for listing as stipulated in the Company Law， the purchaser shall propose a specific plan for maintenance of the listing status of the target company， and shall implement⁵ such plan within one month after the offer period has expired for six months so that the equity distribution of the target company is resumed to satisfy the conditions for listing； during the period from the expiration of the offer period for takeover by offer to the full implementation⁶ of the afore-mentioned plan， the stock exchange shall impose a “Special Treatment Regarding Warning of Risks of Termination of Listing” （De-listing Risk Warning） on the trading of the shares of the target company；

　　（3） where the purchaser has a shareholding⁷ in excess of 90% of the total share capital of the target company， the purchaser shall， in accordance with Item （2） above， propose and implement within the stipulated time period a specific plan for maintenance of the listing status of the target company； the target company shall apply to the stock exchange for suspension of the listing and trading of the shares of the target company， and the stock exchange shall render its decision at its discretion⁸ in light of the equity distribution of the target company and the actual circumstances；

　　（4） after the purchaser has fully⁹ implemented¹⁰ the afore-mentioned plan， the stock exchange shall render a decision to withdraw the De-listing Risk Warning or resume the listing and trading of the shares on the basis of the target company's application and the purchaser's implementation of the plan； if the purchaser fails to fully implement the afore-mentioned plan within the stipulated time period， the listing of the target company shall be terminated in accordance with the law.

　　3. The purchaser shall fully disclose the plan proposed pursuant to this Circular and the risks associated therewith in the takeover-by-offer report.

　　The purchaser shall perform its information disclosure obligations in a timely manner after it has implemented its plan for maintenance of the listing status of the target company within the stipulated time period.

　　4. If other laws， regulations and CSRC have any special provisions with respect to the takeover of listed companies by foreign investors¹¹， the purchaser shall also comply with such provisions.