Chapter 296 Conditions for Compulsory Acquisition
At night, Jiang Yuting took Lele to her bedroom, in her words, since Lele called her aunt, then she would sleep with her tonight.
Before leaving, he winked at Jiang Fan.
In the past few days, my mother hasn't told her, but she has never had a chance, but now she has a chance, so let my brother and sister-in-law live together.
Although I am not married, it does not affect me.
"Cher, let's go rest too. ”
"Ah, good. ”
Su Xue blushed and bowed her head, although they slept in the same bed when they went to Rongcheng and the island with Jiang Fan before, but now it is different, in this villa, in addition to them, there are Yuting and Lele, and I don't know how the sound insulation of the room is.
If something happens and they hear it, she won't be able to see anyone tomorrow.
The more I thought about it, the redder I became.
"What are you thinking?"
Jiang Fan saw that she didn't move, but blushed, stood there timidly, came to her side, and said softly.
"Ah, M no. I'm fine. ”
Su Xue hurriedly shook her head.
"Let's go. ”
"Good. ”
Jiang Fan took her little hand and walked to the second floor.
In the corridor, Su Xue didn't hear the sound made by Jiang Yuting in their room, which made her breathe a sigh of relief.
It's good if you can't hear it.
In the room, Su Xue entered Jiang Fan's bedroom and took a look.
There were no tissues next to the bed and nothing strange in the room.
Usually she doesn't go into Jiang Fan's room, unless she needs to go to Jiang Fan's room to get something, she will go in.
Speaking of which, it was the second time she had entered Jiang Fan's bedroom for so long.
"That, Brother Fan, I'll go to my sister's room first and get my clothes. ”
"Well, go ahead. ”
Jiang Fan nodded, waited for Su Xue to leave the bedroom, and sat on the edge of the bed.
Today, listening to the words of his uncle and Siyu made his thinking a little active.
Now they buy the shares of those companies first, and when the shares reach more than 30 percent, they start buying those companies, and if they don't want to, then they are compulsory.
More than 30 percent of the shares, the right to speak is in their hands.
Their company, which is completely different from the company that is spikeped, gets a completely different share.
A large company, with a lot of people, all hold shares.
In the case of small companies, more than 50 percent is in the hands of the boss, and the rest is almost in the hands of the manager.
According to China's securities law, a mandatory tender offer should be "issued to all shareholders of the listed company".
This shows that the object of the compulsory tender offer in China is all shareholders, and all shareholders should be literally understood to include both the promoter and the securities purchaser in the market, as well as the holders of B shares and H shares, and both shareholders of tradable shares and shareholders of non-tradable shares.
However, there is a problem here, that is, investors in A-shares and B-shares are separated, the markets for A-shares and B-shares are closed separately, and stocks listed overseas such as H-shares are beyond the reach of China's securities law in accordance with the principle of sovereignty and territoriality.
Therefore, neither A-share investors nor B-share investors can make an offer to each other when their acquisition ratio reaches 30%.
Therefore, the term "all shareholders" can only be understood in a narrow sense, that is, the target of the compulsory tender offer is only the shareholders of A shares. In addition, there are some special shareholders, such as directors, supervisors and senior management.
Promoters within the three-year period for the transfer of shares, as well as short-term substantial shareholders.
Effect of Compulsory Tender OfferThe effectiveness of compulsory tender offer is mainly manifested in the following aspects:
First, the offeror may not withdraw its offer during the term of the tender offer. The so-called withdrawal here actually refers to the withdrawal of the offer, because the takeover offer is in the form of an announcement.
Once an announcement is issued, it cannot be withdrawn, which means that it is impossible to withdraw, and revocation refers to the revocation of the tender offer within the period of the offer in the form of an announcement after the tender offer is issued, so that it does not take effect.
If revocation is allowed, it means that there is no need to make a takeover offer, so that the mandatory tender offer provided for by law does not have to be executed, which is inconsistent. Therefore, the acquirer may not withdraw the offer, and the precise wording should be to revoke;
Second, the tender offer can be amended. The tender offer may not be revoked, but the matters contained therein may be modified or changed.
Since the change involves the interests of the majority of shareholders, the law stipulates that any change in the matters in the tender offer must be reported to the securities regulatory authority of the State Council and the stock exchange in advance, and an announcement shall be made after approval.
It's just a matter of whether the approval here is to be approved by the Securities and Futures Commission alone, or whether it is to be approved by the stock exchange at the same time.
Third, the terms and conditions set forth in the tender offer apply to all shareholders of the target company. There should be one exception, however, and that is the amount of the planned acquisition.
Since it is not possible for each shareholder to hold the same number of shares as the offer intended, the law should allow even one hundred shareholders to have the right to sell their shares on the terms set out in the offer.
Fourth, during the tender offer period, the acquirer shall not buy or sell the shares of the acquired company in a form other than those specified in the offer and beyond the conditions of the offer.
This is the exclusive effect of the Offer. The two words of the article are not clear enough to convey the following meaning: "The acquirer shall not buy the shares of the acquired company in a form other than the provisions of the offer and beyond the terms of the offer during the period of the offer, nor shall it sell any shares already held." ”
The acquirer is not allowed to sell the shares it already holds under any conditions or in any way, on the grounds that the sale is contradictory to the acquisition and is a short-term transaction by the majority shareholder.
In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to acquire their shares at a reasonable price:
(1) The company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law.
(2) The company merges, divides, or transfers its main assets.
(3) The business period specified in the articles of association of the company expires, or other reasons for dissolution specified in the articles of association appear, and the shareholders' meeting passes a resolution to amend the articles of association to make the company exist.
He has money, and for these things, as long as he spends a little more money, he can solve them.
And these things, as long as they are acquired, then he can also let these companies continue to make profits, instead of letting them fend for themselves after the acquisition.
Of course, if he encounters the kind of company that is unwilling to be acquired, he can also have a way to suppress it.
Everything is currently in your own hands.
Su Xue pushed open the door, took her clothes, walked in, and closed the door of the room.
"Brother Fan, I'm going to take a shower first. ”
"Well, go ahead. ”