Measures for the Administration of Major Asset Restructuring of Unlisted Public Companies Chapter I General Provisions Article 1 In order to regulate the major asset restructuring of unlisted public companies (hereinafter referred to as public companies), protect the legitimate rights and interests of public companies and investors, promote the continuous improvement of the quality of public companies, and safeguard the order of the securities market and the public interest, in accordance with the Company Law and the Securities Law, Decision of the State Council on Issues Related to the National Small and Medium-sized Enterprise Share Transfer System and Decision of the State Council on Further Optimizing the Market of Enterprise Merger, Acquisition and Restructuring [1] Article 2 These Measures are applicable to the major asset restructuring of public companies that publicly transfer their shares in the National Small and Medium-sized Enterprise Share Transfer System (hereinafter referred to as the National Share Transfer System). The term "major asset reorganization" as mentioned in these Measures refers to the asset trading behavior of public companies and companies controlled or controlled by them that buy or sell assets outside their daily business activities or conduct asset transactions in other ways, resulting in major changes in the business and assets of public companies. The purchase and sale of assets by a public company or a company controlled by it that meets one of the following criteria constitutes a major asset reorganization: (1) The total assets purchased and sold account for more than 50% of the total assets of the public company at the end of the audited consolidated financial statements in the latest fiscal year; (2) The net assets purchased and sold account for more than 50% of the final net assets of the audited consolidated financial statements of the public company in the latest fiscal year, and the total assets purchased and sold account for more than 30% of the final total assets of the audited consolidated financial statements of the public company in the latest fiscal year. If the public company issues shares to purchase assets involving the indicators listed in this article, it shall be handled in accordance with the relevant requirements of these Measures. Article 3 A public company implementing a major asset reorganization shall meet the following conditions: (1) The assets involved in the major asset reorganization are fairly priced, and there is no circumstance that damages the legitimate rights and interests of the public company and shareholders; (2) The ownership of assets involved in major asset restructuring is clear, there are no legal obstacles to asset transfer, and the related creditor's rights and debts are handled legally; The assets purchased shall be operating assets with clear property rights; (three) the implementation of major asset restructuring is conducive to improving the asset quality of public companies and enhancing their ability to continue to operate, and there is no situation that may lead to the main assets of public companies being cash or having no specific business after restructuring; (D) the implementation of major asset restructuring is conducive to the formation or maintenance of a sound and effective corporate governance structure for public companies. Article 4 When a public company implements a major asset reorganization, all parties concerned shall disclose or provide information in a timely and fair manner, and ensure that the information disclosed or provided is true, accurate and complete, and there shall be no false records, misleading statements or major omissions. Article 5 Directors, supervisors and senior managers of a public company shall be honest, trustworthy, diligent and conscientious, safeguard the safety of the assets of the public company and safeguard the legitimate rights and interests of the public company and all shareholders. Article 6 When a public company implements major asset restructuring, it shall employ independent financial consultants, law firms, accounting firms with securities and futures-related business qualifications and other securities service institutions to issue relevant opinions. A public company shall employ the sponsoring securities firm that provides supervision services for it as an independent financial adviser, except that it is not suitable to be an independent financial adviser because of its influence on independence and limited financial advisory business. Public companies can also hire other institutions to provide consulting services for their major asset restructuring. Securities service institutions and personnel who provide services for major asset restructuring of public companies shall abide by laws, administrative regulations and relevant provisions of China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission), follow industry-recognized business standards and ethics, strictly perform their duties, and shall not seek illegitimate interests, and be responsible for the authenticity, accuracy and completeness of the documents they produce and issue. Article 7 Any unit or individual shall have the obligation of confidentiality before the information of major asset restructuring of public companies is disclosed according to law, and shall not use the information of major asset restructuring of public companies to engage in illegal activities such as insider trading and manipulation of the securities market. [2] Chapter II Information Management of Major Asset Restructuring Article 8 When conducting preliminary consultations with the counterparty on major asset restructuring, a public company shall take effective confidentiality measures to limit the scope of knowledge of relevant sensitive information, and sign confidentiality agreements with relevant subjects who participate in or know the information of this major asset restructuring. Article 9 A public company, its controlling shareholder, actual controller and other relevant entities shall, in principle, study, plan and make decisions on major asset restructuring matters after the relevant shares are suspended or during the non-transfer period, and simplify the decision-making procedures as much as possible, improve the decision-making efficiency, shorten the decision-making time limit and narrow the scope of insiders. If it is necessary to carry out policy consultation and scheme demonstration to the relevant departments, it shall be carried out after the transfer of relevant stocks is suspended. Article 10 When planning a major asset reorganization, a public company shall record in detail the progress of each specific link in the planning process, including discussing relevant plans, forming relevant intentions, the specific time and place of signing relevant agreements or letters of intent, participating institutions and personnel, and the contents of discussions and resolutions. , and make a written memorandum on the transaction process and keep it properly. All personnel involved in each specific link should immediately sign the memorandum for confirmation. Public companies shall, in accordance with the provisions of the national share transfer system, do a good job in the registration of inside information in a timely manner. Article 11 In the stage when a public company is planning a major asset restructuring, if the parties to the transaction have initially reached or failed to reach a substantive intention, but the relevant information has been disseminated in the media or it is expected that the information will be difficult to keep confidential or the company's stock transfer will fluctuate abnormally, the public company shall timely apply to the national share transfer system to suspend the stock transfer. Article 12 When planning and implementing a major asset reorganization of a public company, the relevant information disclosure obligor shall fairly disclose relevant information that may have a significant impact on the stock transfer price of the public company to all investors, and shall not selectively disclose it to specific objects in advance. Shareholders, actual controllers of public companies and other relevant institutions and personnel involved in the planning, demonstration and decision-making of major asset restructuring shall promptly and accurately inform the public company of relevant information and cooperate with the public company to make timely, accurate and complete disclosure. [2] Chapter III Procedures for Major Asset Restructuring Article 13 When a public company conducts major asset restructuring, the board of directors shall make a resolution according to law and submit it to the shareholders' meeting for deliberation. Article 14 When a public company holds a board meeting to decide on major asset restructuring, it shall disclose this major asset restructuring report, independent financial consultant report, legal opinion, audit report and asset evaluation report (or asset evaluation report) involved in the restructuring at the same time as making the resolution. The board of directors shall also make arrangements for the convening of the shareholders' meeting and disclose it. For example, before the public company held the first board meeting on this major asset reorganization, the relevant assets were not audited. , and shall disclose the major asset restructuring plan and the verification opinions of independent financial advisers at the same time as the first resolution of the board of directors. The public company shall complete the audit and other work within 6 months after the disclosure of the major asset restructuring plan, and reconvene the board of directors. When disclosing the resolution of the board of directors, it shall also disclose the report on major asset restructuring, the report of independent financial adviser, legal opinions, and the audit report and asset appraisal report (or asset appraisal report) involved in this major asset restructuring. The board of directors shall also make arrangements for the convening of the shareholders' meeting and disclose it. Article 15 A resolution on major asset restructuring at the shareholders' meeting must be passed by more than two thirds of the voting rights held by the shareholders present at the meeting. If the number of shareholders of a public company exceeds 200, separate votes shall be counted for the shareholders who attend the meeting with the shareholding ratio below 10%. A public company shall disclose the voting situation in a timely manner after the resolution. Shareholders whose shareholding ratio is below 65,438+00% mentioned in the preceding paragraph do not include directors, supervisors, senior managers and their contacts of public companies, nor do they include contacts of shareholders whose shareholding ratio is above 65,438+00%. If there is a relationship between the major asset reorganization of a public company and the company's shareholders or its related parties, the related shareholders shall abstain from voting when the shareholders' meeting votes on the major asset reorganization. Article 16 A public company may, according to its own situation, stipulate in its articles of association whether to provide online voting for shareholders to attend the shareholders' meeting. The delisting company shall adopt a safe and convenient online voting method to provide convenience for shareholders to attend the shareholders' meeting. Article 17 A public company may purchase assets in cash, shares, convertible bonds, preferred shares and other payment methods during major asset reorganization. Where assets are purchased by means of payment such as shares, convertible bonds and preferred shares, the price of the payment method shall be determined by both parties through consultation. Pricing can refer to the market price of listed companies' stocks, the P/E ratio or P/B ratio of comparable companies in the same industry in a certain period before the board meeting. The board of directors shall fully disclose the pricing method and basis. Article 18 If the major asset reorganization of a public company does not involve the issuance of shares, or if the total number of shareholders does not exceed 200 after the public company issues shares to a specific object to purchase assets, it shall, within 2 working days after the resolution of the shareholders' meeting, submit the major asset reorganization report, independent financial consultant report, legal opinion, audit report, asset evaluation report (or asset evaluation report) and other information disclosure documents related to the reorganization to the national share transfer system. Please refer to the above legal provisions for the question of what is the asset reorganization of unlisted companies.