Re: Q&A in connection with “date of facts occurrence”in the Measures for the Management of Listed Companies Acquisition

《上市公司收购管理办法》有在“事实发生之日”起3日内披露上市公司收购报告书（摘要）的规定，对于“事实发生之日”怎么理解？（2015年9月18日）

 A provision that a listed company acquisition report (abstract) shall be disclosed within 3 days as of the “date of facts occurrence” is covered in the Measures for the Management of Listed Companies Acquisition, and how to understand “date of facts occurrence”? (September 18, 2015)

答复：《上市公司收购管理办法》及《公开发行证券的公司信息披露内容与格式准则第16号-上市公司收购报告书（2014年修订）》有“事实发生之日”起3日内披露上市公司收购报告书（摘要）的原则规定，对此规定应当理解如下：

Reply: A provision that a listed company acquisition report (abstract) shall be disclosed within 3 days as of the “date of facts occurrence” covered in the Measures for the Management of Listed Companies Acquisition and the Information Disclosure Content and Format Norm of Company Publicly Offering Securities No. 16—Listed Companies Acquisition Report (Revised in 2014) shall be understood as follows:

1.协议收购的，在达成收购协议之日起3日内，其中共同出资设立新公司的，在达成出资协议之日起3日内；

In case of acquisition through agreement, the acquisition report shall be disclosed within 3 days as of the date on which the acquisition agreement is reached. If establishment of a new company by means of joint contribution is agreed therein, the acquisition report shall be disclosed within 3 days as of the date on which the contribution agreement is reached;

2.以协议等方式一致行动的，在达成一致行动协议或者其他安排之日起3日内；

In the event of acting in concert through agreement and other method, the acquisition report shall be disclosed within 3 days as of the date on which the converted action agreement or other arrangements are reached;

3.行政划转的，在获得上市公司所在地国资部门批准之日起3日内；

In case of administration transfer, the acquisition report shall be disclosed within 3 days as of the date on which state-owned assets department’s approval is obtained;

4.司法裁决的，在收到法院就公开拍卖结果裁定之日起3日内；

In case of judicial decision, the acquisition report shall be disclosed within 3 days as of the date on which the public auction result ruled by a court is received;

5.继承、赠与的，在法律事实发生之日起3日内；

In case of heritage and donation, the acquisition report shall be disclosed within 3 days as of the date on which the fait juridique occurs;

6.认购上市公司发行新股的，在上市公司董事会作出向收购人发行新股的具体发行方案的决议之日起3日内。

In case of subscription of shares issued by a listed company, the acquisition report shall be disclosed within 3 days as of the date on which the board of directors of a listed company makes a resolution on the specific issuing plan as to which a listed company issues new shares to the purchaser.

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