Article 66 Before any tender offer is issued pursuant to the provisions of the preceding article, the acquirer shall publicize the acquisition report on the listed company which shall indicate the following items: 

(1) The name and domicile of the acquirer; 

(2) The decision of the acquirer on the acquisition; 

(3) The name of the target company; 

(4) The purpose of the acquisition; 

(5) The detailed description of the shares to be purchased and the intended number of shares to be purchased; 

(6) The duration and price of the offer; 

(7) The funds necessary to consummate the offer and the proof of ability to finance the offer; and 

(8) The proportion of the number of shares of the target company held by the acquirer to the total number of shares issued by the target company at the time the acquisition report on the listed company is publicized. 

Article 67 The duration of offer specified in a tender offer shall be not less than 30 days but not more than 60 days. 

Article 68 An acquirer shall not revoke its tender offer within the duration of offer stipulated in the tender offer. An acquirer who needs to modify its tender offer, shall make an announcement in a timely manner stating the specific modifications made, and shall not make the following modifications: 

(1) Lowering the acquisition price; 

(2) Reducing the number of shares to be purchased; 

(3) Shortening the duration of offer; and 

(4) Other circumstances specified by the securities regulatory authority under the State Council. 

Article 69 All the conditions of acquisition specified in a tender offer shall apply to all the shareholders of the target company. 

Where a listed company has issued different classes of shares, the acquirer may propose different conditions for different classes of shares. 

Article 70 As for an acquisition through tender offer, the acquirer shall not sell the stocks of the target company within the duration of offer, nor shall it buy the stocks of the target company in any form other than those specified in the tender offer or beyond the conditions specified in the tender offer. 

Article 71 As for a takeover by agreement, the acquirer may transact shares with the shareholders of the target company by means of entering into an agreement in accordance with the provisions of laws and administrative regulations. 

In case of taking over a listed company by agreement, once the agreement is reached, the acquirer shall submit a written report on the takeover agreement to the securities regulatory authority under the State Council and to the stock exchange within three days and shall make an announcement. 

No takeover agreement shall be implemented before an announcement is made. 

Article 72 As for a takeover by agreement, both parties to the agreement may temporarily entrust a securities registration and clearing institution to hold the stocks to be transferred in escrow and deposit the funds in a designated bank. 

Article 73 As for a takeover by agreement, where the percentage of the voting shares issued by a listed company that the acquirer purchased or purchased jointly with others through an agreement or other arrangement has reached 30%, if they intend to continue to purchase such shares, a tender offer shall be issued to all the shareholders of the listed company for purchasing all or part of the shares of the company, except in the circumstances where a tender offer is exempted as stipulated by the securities regulatory authority under the State Council. 

An acquirer that purchases the shares of a listed company through tender offer according to the provisions of the preceding paragraph shall abide by the provisions of the second paragraph of Article 65 and Articles 66 through 70 of this Law. 

Article 74 Upon the expiration of the duration of an offer, if the equity ownership structure of the target company fails to comply with the listing requirements provided by the stock exchange, the stock exchange shall terminate the listing of shares of the target company according to law. The rest of the shareholders who still hold the shares of the target company shall have the right to sell their shares on the same terms as specified in the tender offer and the acquirer shall buy such shares. 

Upon the completion of an acquisition, if the target company is no longer qualified as a joint stock limited company, its form of enterprise shall be changed according to law. 

Article 75 During the course of the acquisition of a listed company, the stocks of the target company held by the acquirer shall not be transferred within 18 months after the completion of the acquisition. 

Article 76 Upon the completion of an acquisition, if the acquirer has merged with the target company and dissolved the latter, the original shares of the dissolved company shall be exchanged by the acquirer according to law. 

Upon the completion of an acquisition, the acquirer shall report the acquisition to the securities regulatory authority under the State Council and to the stock exchange within 15 days and shall make an announcement. 

Article 77 The securities regulatory authority under the State Council shall formulate specific measures on the acquisition of listed companies in accordance with this Law. 

The division or merger of a listed company shall be reported to the securities regulatory authority under the State Council and shall make an announcement. 

Chapter V Information Disclosure 

Article 78 Issuers and other parties who are bound by disclosure obligation as provided for by laws, administrative regulations and the securities regulatory department under the State Council shall perform the obligation of information disclosure according to law in a timely manner. 

Information disclosed by the parties under disclosure obligation shall be truthful, accurate, complete, concise and clear, easy to understand, and shall not contain any false record, misleading representation or major omission. 

Where securities are publicly issued and traded simultaneously in both China's domestic market and overseas markets, the information disclosed abroad by the parties under disclosure obligation shall be simultaneously disclosed domestically. 

Article 79 Listed companies, companies whose corporate bonds are listed for trading, and companies whose shares are traded on other national securities trading venues approved by the State Council shall prepare periodic reports in accordance with the content and format requirements specified by the securities regulatory authority under the State Council and the securities trading venues, and shall submit and announce such reports according to the following provisions: 

(1) Submitting and announcing its annual report within four months after the end of each accounting year and the annual financial report contained therein shall be audited by an accounting firm which complies with the provisions of this Law; and 

(2) Submitting and announcing interim reports within two months from the end of the first half of each accounting year. 

Article 80 Where a material event occurs that may have a significant impact on  the trading prices of the shares of a listed company or the shares of a company traded on other national securities trading venues approved by the State Council,  and if  the event is not yet known to the investors concerned, the company shall immediately submit a report on the material event to the securities regulatory authority under the State Council and to the stock transaction venue and shall make an announcement to the general public stating the cause, current status and possible legal consequences of the event. 

The material event referred in the preceding paragraph shall include: 

(1) Major changes in the operating principles and scope of business of the company; 

(2) Significant investment made by the company, the major assets purchased or sold by the company in one year is 30% or more of the company's total assets, or the company's principal assets for operation which is collateralized, pledged, sold or otherwise written off in one instance is 30% or more of such assets; 

(3) Important contracts concluded by the company, major guarantee provided by the company or related-party transactions conducted by the company which may have a significant effect on the assets, liabilities, equity, and operating results of the company; 

(4) Incurrence of major debts of the company and default in payment of major debts due; 

(5) Incurrence of major deficit or major loss in the company; 

(6) Major changes in the external conditions for business operation of the company; 

(7) Change of directors or change of one-third or more of supervisors or managers of the company, or inability of the chairman of the board of directors or the manager to perform duties; 

(8) Considerable change of shareholders holding 5% or more of the company's shares, or considerable change in the actual controller's shares or controlling of the company, or considerable change in the identical or similar business engaged in by the actual controller of the company or by other enterprises controlled by said actual controller; 

(9) Plans of the company concerning the distribution of dividends and increase of capital, important change in the shareholding structure of the company, decisions of the company on capital reduction, merger, division, dissolution and bankruptcy petition, or entering into bankruptcy proceedings according to law or being ordered to close down; 

(10) Major litigations or arbitrations involving the company, or where the resolutions of the general meeting of shareholders or the board of directors have been cancelled according to law or announced invalid; 

(11) Where the company is suspected of committing crimes and is under investigation according to law, or where a controlling shareholder, the actual controller, or a director, supervisor or member of senior management of the company is suspected of committing a crime and is subjected to compulsory measures according to law; and 

(12) Other matters provided for by the securities regulatory authority under the State Council. 

Where a controlling shareholder or the actual controller of the company may exert significant influence on the occurrence and development of material events, they shall report in writing to the company on the information to their knowledge in a timely manner and cooperate with the company in performing its information disclosure obligation. 

Article 81 Where a material event occurs which may have a significant impact on the trading price of the listed corporate bonds of a company and has not been known to the investors concerned, the company shall immediately submit a report to the securities regulatory authority under the State Council and the securities trading venue and make an announcement stating the cause, current status and possible legal consequences of the event. 

The material events as referred to in the preceding paragraph include: 

(1) Major change in the company's equity structure or in the production and operation; 

(2) Change in the credit rating of the corporate bonds; 

(3) Collateralization, pledge, sale, transfer, or retirement and disposal of the company's major assets; 

(4) Failure of the company to pay off its debt due; 

(5) New loans or external guarantee exceeding 20% of the company's net assets as of the end of the previous year; 

(6) Foregoing creditor's rights or property exceeding 10% of the company's net assets as of the end of the previous year; 

(7) Major loss suffered by the company exceeding 10% of the company's net assets as of the end of the previous year; 

(8) Distribution of dividends by the company, decision made by the company on capital reduction, merger, division, dissolution and bankruptcy petition; or entering into bankruptcy proceedings according to law or being ordered to close down; 

(9) Major litigations or arbitrations involving the company; 

(10) Where the company is suspected of committing a crime and is under investigation according to law, or where a controlling shareholder, the actual controller, or a director, supervisor, or member of senior management of the company is suspected of committing a crime and is subjected to compulsory measures according to law; and 

(11) Any other matter provided for by the securities regulatory authority under the State Council. 

Article 82 The directors and members of senior management of an issuer shall sign their written confirmation opinion on the securities issuance documents and periodic reports. 

The board of supervisors of the issuer shall examine the securities issuance documents and periodic reports prepared by the boards of directors and issue their written examination opinion. Supervisors shall sign their written confirmation opinion. 

The directors, supervisors and members of senior management of the issuer shall ensure that the issuer will disclose information in a timely and fairly manner and the information disclosed is truthful, accurate and complete. 

Where the directors, supervisors or members of senior management are unable to ensure the truthfulness, accuracy and completeness of the contents of the securities issuance documents and periodic reports or have objection thereto, they shall state their opinions and reasons in the written confirmation opinion which the issuer shall disclose. If the issuer refuses to do so, the directors, supervisors or members of senior management may directly apply for such disclosure. 

Article 83 The information disclosed by the parties bound by disclosure obligation shall be disclosed simultaneously to all investors and shall not be disclosed in advance to any entity or individual, except as otherwise provided for in laws and administrative regulations. 

No entity and individual shall illegally request a party bound by disclosure obligation to disclose information which is legally required to be disclosed but not yet disclosed. Where any entity or individual obtains in advance the aforementioned information, they shall treat such information as confidential before it is disclosed according to law. 

Article 84 In addition to the information required to be disclosed according to law, a party under disclosure obligation may voluntarily disclose information that is relevant to investors' judgments on value and decision on investment, but such information shall not be in conflict with the information required to be disclosed by law nor shall mislead investors. 

Where an issuer and its controlling shareholders, actual controller, directors, supervisors and members of senior management have made a commitment publicly, such a commitment shall be disclosed. Where investors have suffered from losses due to the failure to fulfill such a commitment, those who made the commitment shall bear compensatory liability according to law. 

Article 85 Where a party bound by disclosure obligation fails to disclose information according to regulations or there is false record, misleading representation or major omission in the securities issuance documents, periodic reports, interim reports or other materials announced under the disclosure obligation, and have thus caused losses to investors in securities transactions, the parties bound by disclosure obligation shall bear compensatory liability. The controlling shareholders, the actual controller, directors, supervisors and members of senior management of the issuer as well as the persons directly responsible, the sponsors, underwriters and their staff directly responsible shall bear several and joint compensatory liability with the issuer, except for those who are able to prove that they are not at fault. 

Article 86 The information disclosed according to law shall be publicized through the websites of securities transaction venues and qualified media according to requirements of the securities regulatory authority under the State Council and shall simultaneously be made available for public reference at the company's domicile and securities transaction venues.

Article 87 The securities regulatory authority under the State Council shall oversee and administrate the information disclosure by the parties bound by such obligations. 

Securities trading venues shall supervise the information disclosure acts by parties bound by disclosure obligation whose securities transactions are organized by the venues and urge them to make timely and accurate information disclosure according to law.