Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 56—Material Asset Restructurings of Companies Listed on the Beijing Stock Exchange (2023 Revision)

Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 56—Material Asset Restructurings of Companies Listed on the Beijing Stock Exchange (2023 Revision)

Announcement of the China Securities Regulatory Commission
(No. 23 [2023])

The Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 56—Material Asset Restructurings of Companies Listed on the Beijing Stock Exchange are hereby issued and shall come into force on the date of issuance.

China Securities Regulatory Commission

February 17, 2023

Annex 1: Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 56—Material Asset Restructurings of Companies Listed on the Beijing Stock Exchange

Annex 2: Legislative Explanation of Nineteen Regulatory Documents including the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 46—Prospectuses of Companies Listed on the Beijing Stock Exchange (Omitted)

Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 56—Material Asset Restructurings of Companies Listed on the Beijing Stock Exchange

Chapter I General Provisions

Article 1 For the purposes of regulating the disclosure of information on material asset restructurings of companies listed on the Beijing Stock Exchange (hereinafter referred to as “listed companies”), these Standards are developed in accordance with the provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”), the Company Law of the People's Republic of China, the Measures for the Administration of Material Asset Restructurings of Listed Companies (hereinafter referred to as the “Restructuring Measures”), the Measures for the Continuous Regulation of Companies Listed on the Beijing Stock Exchange (for Trial Implementation), and other relevant laws, administrative regulations, and departmental rules.

Article 2 A listed company that conducts an asset transaction prescribed in the Restructuring Measures (hereinafter referred to as “material asset restructuring”) shall, in accordance with the requirements of the Restructuring Measures and these Standards, prepare and disclose a material asset restructuring report (hereinafter referred to as the “restructuring report”) and other relevant information disclosure documents. All information disclosed by the listed company shall be true, accurate, complete, concise, clear, and easy to understand, and shall not contain any false record, misleading statement, or material omission.

A listed company that purchases assets by offering shares shall also produce and submit application documents according to the requirements of these Standards.

Article 3 These Standards prescribe the minimum requirements for restructuring reports and other relevant information disclosure documents. All information that has a significant impact on the trading price of stocks of listed companies and their derivatives or the investment decisions of investors shall be disclosed, no matter whether it is explicitly required by these Standards or not.

A listed company may, based on its own characteristics or those of the industry to which it belongs or form of operation, disclose information that helps investors make decisions or improves the integrity of information disclosure, in addition to the information specified in these Standards. If any specific requirement of these Standards is indeed inapplicable to the listed company, the listed company may, according to its actual circumstances, make appropriate adjustments without affecting the integrity of information, provided that an explanation is made when the information is disclosed.

The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Beijing Stock Exchange (hereinafter referred to as the “BSE”) may, according to the actual requirements for regulation, require the listed company to supplement other relevant information or provide other relevant documents.

Where the listed company has sufficient basis proving that certain information required to be disclosed by these Standards involves any state secret or trade secret or the disclosure thereof may otherwise result in its violation of any law or regulation of the state on secrecy or serious damage to the interests of the company, the listed company may be exempted from disclosure or provision, provided that the reasons for failure to disclose or provide the information or documents according to the requirements of these Standards are explained in details in relevant chapters and sections.

Article 4 All parties to a material asset restructuring shall disclose or provide information in a timely and impartial manner, and all information disclosed or provided shall be true, accurate, and complete, the facts described shall have a sufficient, objective, and impartial basis, and the data cited shall indicate the sources of materials, and such information shall not contain any false record, misleading statement, or material omission.

All directors, supervisors, and officers of a listed company and relevant securities service institutions and their employees shall, as required, make statements on the relevant documents disclosed or provided by them to undertake the veracity, accuracy, and integrity of the documents.

The other party to the transaction shall, as required, make statements on the relevant disclosure or application documents to undertake the veracity, accuracy, and integrity of the information provided for this restructuring.

Article 5 A listed company shall, on the information disclosure platform in compliance with the Securities Law, disclose the restructuring report and its documents for future reference as well as other documents required by the CSRC and the BSE for investors' consultation.

Chapter II Restructuring Proposal

Article 6 The material asset restructuring proposal disclosed by a listed company (hereinafter referred to as the “restructuring proposal”) shall at least cover the following:

(1) A reminder of major matters and major risks.

(2) The basic information on the company, the basic information on the other party to the transaction, the background and purpose of this transaction, the specific plan of this transaction, the basic information on the subject matter of this transaction, whether this transaction constitutes the circumstance prescribed in Article 13 of the Restructuring Measures (hereinafter referred to as “restructuring and listing”) and the basis for determination thereof.

Where a listed company purchases or sells assets in such forms as public bidding and public auction, if it is indeed unable to disclose the basic information on the other party to the transaction in a restructuring proposal, it shall disclose the reason for the failure to disclose the information and the effects. If the subject matter of the transaction falls under overseas assets or is purchased through public bidding, public auction, or other methods, if the company is indeed unable to disclose the financial data, it shall explain the reason for the failure to disclose the data and effects and provide a solution.

(3) Such information as the mode of payment of this restructuring and the raising of supporting funds (if involved).

(4) Information on the change in the control of the company in the last 36 months, the development of the main business in the last three years, and the expected change of the equity control structure caused by this transaction.

(5) The impact of this transaction on the company, and the relevant arrangements for the protection of investors' lawful rights and interests in the course of the transaction.

(6) If this transaction involves any other major uncertainty, a sufficient explanation and special reminder of the relevant risks shall be made. If the transaction involves any matter that needs to be reported for approval, a detailed explanation of the progress of the approval procedure at the appropriate department and the approval procedures to be undergone shall be made, and a special reminder shall be made on the risk of failure to obtain approval.

(7) The conclusive opinions issued by an independent financial consultant, law firm, accounting firm, or any other securities service institution; or a special reminder that “the opinions of the securities service institution will be disclosed in the material asset restructuring report” shall be provided if no securities service institution issues any opinion.

(8) The principle opinions of the controlling shareholder of the listed company and the persons acting in concert on this restructuring, and the share reduction plan of the controlling shareholder and the persons acting in concert, directors, supervisors, and officers from the date when the restructuring proposal is disclosed to the completion of the restructuring. If the listed company discloses that it has no controlling shareholder, it shall disclose the opinions and share reduction plan of the largest shareholder and shareholders holding 5% or more of shares by reference to the aforesaid requirements.

Chapter III Material Asset Restructuring Report

Article 7 A listed company that discloses a restructuring report shall give a reminder of major matters relating to this restructuring, which shall at least cover the following:

(1) A brief introduction to this restructuring plan, relevant indicators calculated according to the Restructuring Measures, whether this restructuring constitutes an affiliated transaction, whether it constitutes restructuring and listing and the basis for judgment, a brief introduction to the mode of payment of this restructuring and arrangements on the raising of supporting funds (if involved), the appraisal or valuation of the subject matter of the transaction, and the impact of the restructuring on the listed company, among others.

(2) Where this transaction does not constitute restructuring and listing, but after the transaction, the shareholding of shareholders holding 5% or more of shares of the listed company or actual controller or the control of the company and the business structure of the listed company will have a relatively large change, whether the listed company has any relevant arrangement, undertaking, or agreement, among others, to maintain or change the control or adjust the main business in the following 36 months shall be disclosed, and if it exists, the major content shall be disclosed in details.

(3) Performed and non-performed decision-making and approval procedures of this restructuring, and the relevant approval that needs to be obtained before the implementation of the restructuring plan. If parallel approval is involved, it shall be specified that the restructuring plan shall not be implemented before approval is obtained.

(4) Important undertaking made by the party to this restructuring shall be disclosed.

(5) The principle opinions of the controlling shareholder of the listed company and the persons acting in concert on this restructuring, and the share reduction plan of the controlling shareholder and the persons acting in concert, directors, supervisors, and officers from the date when the restructuring proposal or report is disclosed to the completion of the restructuring. If the listed company discloses that there is no controlling shareholder, the opinions and share reduction plan of the largest shareholder and shareholders holding 5% or more of shares shall be disclosed by reference to the aforesaid requirements.

(6) Arrangements of this restructuring to protect the rights and interests of minority investors.

(7) Other matters to which investors shall pay particular attention.

Article 8 In the restructuring report, a listed company shall, in light of the actual circumstances of this restructuring, under the principles of materiality and relevance and based on the disclosed “Risk Factors,” select several risk factors that may directly or indirectly have serious adverse effects on this restructuring and the production, operation, financial condition, and ability to continue as a going concern, among others, of the listed company after the restructuring, and give a reminder of major risks.

Article 9 The restructuring report shall introduce the basic information on the restructuring, including the transaction background and objective, the decision-making process and approval of this transaction, the specific plan for this transaction, and the impact of the restructuring on the listed company.

Article 10 The restructuring report shall disclose the information on all parties to this transaction, including:

(1) Basic information on the listed company, including its formation and former name, change in control and material asset restructurings in the last 36 months, the development of its main business, major financial indicators, and basic information on its controlling shareholder or actual controller.

The information shall also cover whether the listed company has been subject to official investigation by the judicial authority for its suspected involvement in any crime or subject to official investigation by the CSRC for its suspected violation of any law or regulation, whether it has received any administrative penalty or criminal punishment in the last three years, and if it exists, the relevant information shall be disclosed and the impact on this restructuring shall be explained. If restructuring and listing are constituted, whether the listed company or its controlling shareholder or actual controller has been subject to official investigation by the judicial authority for its suspected involvement in any crime or subject to official investigation by the CSRC for its suspected violation of any law or regulation in the last three years shall also be stated. If it exists, whether the suspected crime or violation of law or regulation has been terminated for three years or more, whether the trading plan can eliminate the adverse consequences of the conduct, and whether the plan will affect the accountability of the relevant actor. Whether the listed company or its controlling shareholder or actual controller has received a public censure by the stock exchange in the last 12 months or has any other serious dishonest conduct.

(2) The basic information on the other party to the transaction, whether the other party to the transaction has an affiliation with the listed company and whether the other party to the transaction has recommended any director or officer to the listed company, and whether the other party to the transaction and any of its major managers has any violation of law or regulation (except that evidently irrelevant to the securities market), his or her integrity and whether he or she is involved in any major civil lawsuit or arbitration relating to economic disputes in the last three years. If other parties to the transaction are multiple entities, whether the other parties to the transaction have affiliations and an explanation thereon shall be disclosed. If the other party to the transaction has been formed for less than one full accounting year, has no specific business, or is formed especially for this transaction, the materials on the actual controller or holding company of the other party to the transaction shall be fully disclosed.

Article 11 Where the subject matter of the transaction is a complete operating asset (including equity or any other operating asset forming an independent accounting subject), the following information shall be disclosed:

(1) The title, corporate nature, place of registration, principal office, legal representative, registered capital, date of formation, uniform social credit code, and development history of the operating asset.

(2) The property or control relations of the operating asset, including the name and shareholding ratio of its majority shareholders or equity holders, the major content of the company's bylaws that may affect this transaction or the relevant investment agreement, the arrangements of former officers, and whether there is any agreement or any other arrangement (such as transfer of business management right and usufruct) that affects the independence of the asset.

(3) The ownership of major assets, external guarantees, and major liabilities, contingent liabilities, whether the rights to it have been restricted, whether they are involved in any violation of law or regulation, lawsuit, or any other major dispute, or fall under any other circumstance impeding the transfer of ownership.

(4) Development of the main business in the last three years and audited major financial indicators in the reporting period.

(5) Where the subject matter of the transaction is the equity of an enterprise, whether the enterprise has any false capital contribution or any circumstance affecting its legal existence shall be disclosed. If the listed company will become a shareholding company after the completion of the transaction, it shall disclose whether the equity of the enterprise, as the main subject matter of the transaction, is controlling. If the subject matter of the transaction is the equity of a limited liability company, whether it has obtained the consent of other shareholders of the company or meets the equity transfer preconditions prescribed in the company's bylaws shall be disclosed.

(6) Where the rights and interests of the operating asset have been subject to appraisal or valuation relating to transactions, capital increase, or restructuring in the last three years, the relevant appraisal or valuation methods, appraisal or valuation result, and the increase and decrease of book value, trading price, and the information on the other parties to the transaction, capital increase and restructuring shall be disclosed, and the reason for the difference between the appraisal or valuation results of the operating asset in the last three years and the appraisal or valuation result of this restructuring shall be stated in a tabular form.

(7) Where the subordinate enterprise of the operating asset constitutes 20% or more of the audited total assets, operating revenue, net assets, or net profits of the operating asset in the last period and has any significant impact, the information on the subordinate enterprise shall be disclosed by reference to the aforesaid requirements.

Article 12 Where the subject matter of the transaction does not constitute a complete operating asset, the following information shall be disclosed:

(1) The name and category of the relevant asset, the operation of the relevant asset in the last three years, and audited financial data in the reporting period, including but not limited to the total amount of the asset, the net amount of the asset, and the amount of income or expenses that may be accurately calculated.

(2) The ownership of the relevant asset, including whether the ownership is clear, whether the rights to the asset have been restricted as a result of mortgage, pledge, or any other circumstance, whether it is involved in any lawsuit, arbitration, judicial enforcement, any other major dispute, or any other circumstance impeding the transfer of ownership.

(3) If the relevant asset has been appraised, valued, or traded in the last three years, the appraisal or valuation result, trading price, and the other party to the transaction, among others, shall be disclosed.

Article 13 Where the assets involved in the material asset restructuring are priced based on the asset appraisal result or the result in the valuation report, at least the following information shall be disclosed:

(1) Basic information on the appraisal or valuation, the main reason for the increase or decrease of the appraisal or valuation result, the differences between the appraisal or valuation results calculated based on different appraisal or valuation methods and the reason therefor, and the basis of the final appraisal or valuation conclusion.

(2) Appraisal or valuation assumptions which have a significant impact on the appraisal or valuation conclusion.

(3) The appraisal or valuation method and key appraisal or valuation parameters adopted and relevant basis.

(4) If the report of any other appraisal or valuation institution, particular types of assets, and professional identification of relevant third parties are cited, necessary disclosure of relevant professional institutions, business qualifications, signatory valuers or appraisers, and appraisal or valuation information shall be made.

(5) For any matter that is specially treated in appraisal or valuation or any matter which has a significant impact on the appraisal or valuation conclusion, the impact on the appraisal or valuation conclusion shall be explained and analyzed. If the aforesaid circumstance exists or the use of the appraisal or valuation report is limited due to restrictions of the appraisal or valuation procedures, report users shall be reminded to pay attention to it.

(6) Important changes that occur from the appraisal or valuation base date to the signatory date of the restructuring report and their impact on the appraisal or valuation result.

(7) Where any subordinate enterprise of the subject matter of the transaction contributes 20% or more of the audited total assets, operating revenue, net assets, or net p......