CHINA Law and Practice Contributed by: Bing Zhai, Commerce & Finance Law Offices
Key Contents of the Tender Offer Report The tender offer report must include: • acquirer’s details – the name, address and, if a legal entity, registration details, legal repre - sentative and equity control structure of the acquirer; • acquisition purpose – the decision-making process, purpose of the acquisition and whether further share purchases are planned within 12 months. • target company details – the name of the listed company and type of shares to be acquired; • transaction terms – the number and percent - age of shares to be acquired and the offer price, funding sources and payment arrange - ments. • offer conditions – the specific conditions and duration of the tender offer; • current holdings – the number and percent - age of shares held by the acquirer at the time of the announcement; • impact analysis – analysis of the acquisition’s impact on the target company, including potential competition or ongoing transactions with the acquirer’s affiliates, and measures to ensure the target’s independence. • future plans – plans for adjusting the target’s assets, business, personnel, organisational structure or articles of association within 12 months. • historical transactions – significant transac - tions between the acquirer (and its affili - ates) and the target company in the past 24 months. • recent trading – details of the acquirer’s trading of the target’s shares on the stock exchange in the past six months. • additional information – any other information required by the CSRC.
Special Requirements for Full Tender Offers For full tender offers, the acquirer must disclose the risks of delisting, the timeline for completing the acquisition after delisting and arrangements for remaining shareholders to sell their shares. If the offer aims to terminate the target’s listing status, the acquirer is exempt from disclosing the impact analysis. 7.2 Type of Disclosure Required When shares are issued as part of a business combination, the following disclosures are required: • prospectus – a detailed prospectus must be filed with the CSRC, outlining the terms of the share issuance, the purpose of the transac - tion and the financial impact on the company; • financial information – the prospectus must include audited financial statements of the companies involved, prepared in accordance with Chinese accounting standards (CAS) or international financial reporting standards (IFRS); and • risk factors – the prospectus must disclose potential risks associated with the transac - tion, such as integration challenges or regula - tory uncertainties. 7.3 Producing Financial Statements According to Guidelines No 16, the acquirer is required to disclose its financial information and submit such disclosed financial materials to the stock exchange and the listed company for record-keeping purposes. Specific requirements include: • financial statements for the most recent three years, along with the audited financial report for the most recent fiscal year – the disclosure must include the main content of the audit opinion, the accounting standards adopted,
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