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1、2007-9-21 14:46 (2K) 证监会上市公司并购重组审核委员会工作规程_Etra.docNOTICE ON DISSEMINATION OF THE REGULATIONS ON LISTCO M 2007-9-21 14:46 (2K) 证监会上市公司并购重组审核委员会工作规程_Etra.doc2(2)that the Listco uses newly increased shares to purchase asset from a particular seller; (3)that the Listco implements merger or division; (4)
2、Other MA and restructuring matters set forth by CSRC.Article 3.MA 2007-9-21 14:46 (2K) 证监会上市公司并购重组审核委员会工作规程_Etra.doc3(2)Being familiar with the MA and restructuring business of the Listco and the related laws, administrative regulations and by-laws; (3)Being at home with the professional knowledge o
3、f the industry in which it engages and having esteemed reputation in its particular professional field; (4)Having no record for violation of laws and disciplines; (5)Other conditions deemed necessary by CSRC.Article 9.Members of MA (2)The member who has failed to perform ones duty of diligence accor
4、ding to the provisions of CSRC; (3)The member who has personally submitted resignation; (4)The member who has failed to attend the MA (5)Other circumstances in which the member is deemed by CSRC as not suitable for the office of a member of MA carry out examination and review of the relevant materia
5、ls and opinions issued by securities service institutions such as financial advisor, accounting firm, law firm and asset valuation institution and related personnel; carry out examination and review of the preliminary review report issued by the relevant functional departments of CSRC; propose revie
6、w opinion in respect of the application for MA and restructuring according to law.Article 11.Members of MA (2)Keep the secrets of the State and the trade secrets of the parties involved in MA and restructuring confidential; (3)Not to disclose the discussions, voting results and other relevant inform
7、ation of the MA (4)Not to seek direct or indirect interest for oneself or others by using the capacity of a member of MA (5)Not to maintain any interest relationship with the applicant for MA and restructuring, not to accept fund, articles and other interests directly or indirectly from the parties
8、involved in MA and restructuring and relevant units or individuals, not to hold any shares of Listco under review, not to contact the above units or personnel in private; (6)Not to commit any acts pertaining to colluding with other members of MA (7)Other relevant regulations of CSRC.Article 14.Membe
9、rs of MA (2)The member himself (herself) or his (her) relative or the employer of the member hold shares of the company under application for MA and restructuring and therefore may affect his or her impartial performance of public duties; 2007-9-21 14:46 (2K) 证监会上市公司并购重组审核委员会工作规程_Etra.doc5(3)The mem
10、ber himself (herself) or his (her) relative or the employer of the member have provided sponsoring, underwriting, financial consulting, auditing, valuation, legal and advisory services to the parties involved in MA and restructuring in the past two years that may hinder the fair performance of their
11、 duties; (4)The company or organization in which the member himself (herself) or his (her) relative assume offices of director, supervisor, manager or other officers is in competition with the parties involved in MA and restructuring and the professional institution retained by them that may prevent
12、 the members from fair performance of their duties, if confirmed; (5)Prior to the convening of the MA (6)Other circumstances deemed by CSRC that may give rise to conflict of interest or by the members that may affect the fair performance of their duties.The relative referred to above shall mean the
13、spouse, parents, offspring, brothers and sisters, parents of spouse, spouses of offspring and spouses of brothers and sisters of the members of MA (2)If the members of MA (3)If the members of MA if such application is deemed in conformity to the statutory conditions for MA and restructuring, the app
14、lication may be submitted again to the MA if the offender is involved in criminal act, such offender shall be handed over to the judicial authorities for sanction according to law. Article 35.CSRC may publicly announce its criticism to the members of the MA if the offense is of grave nature, CSRC sh
15、all withhold the approval.Article 37.The professional institution retained by parties concerned in MA and restructuring shall be obliged to urge the parties concerned to comply with the relevant provisions of these Regulations. If such professional institution entices, assists or participates in int
16、erfering in the work of the MA 2.I shall observe the social ethics and voluntarily maintain the good image of MA 3.I will voluntarily subject myself to the examination and supervision carried out by CSRC according to relevant regulations;4.I accept and willingly cooperate with possible investigations conducted by CSRC into matters involving MA that it shall not directly or indirectly provide the shares of the relevant compan
