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| Rules of the China Securities Regulatory Commission on Completing and Submitting the Schedules of the Professional Opinions of Financial Advisors in the Mergers, Acquisitions and Restructurings of Listed Companies | | 中国证券监督管理委员会关于填报《上市公司并购重组财务顾问专业意见附表》的规定 |
| (Issued by Announcement No. 31 [2010] of the China Securities Regulatory Commission on November 18, 2010; and amended in accordance with the Decision of the China Securities Regulatory Commission to Amend or Repeal 13 Regulatory Documents including the Provisions on the Administration of Subordinated Debts of Securities Companies on December 7, 2017) | | （2010年11月18日中国证券监督管理委员会公告[2010]31号公布，根据2017年12月7日《中国证监会关于修改、废止＜证券公司次级债管理规定＞等十三部规范性文件的决定》修改） |
| For the purposes of further promoting the market-oriented mergers, acquisitions, and restructurings, clarifying the main concerns of financial advisory service providers in the due diligence of mergers, acquisitions, and restructurings of listed companies, improving the quality of professional opinions of financial advisors, directing financial advisors to diligently fulfill their duties, maximizing their roles in mergers, acquisitions, and restructurings, and improving the efficiency and quality of mergers, acquisitions, and restructurings, these Rules are developed in accordance with the Measures for the Administration of the Financial Advisory Services in the Mergers, Acquisitions and Restructurings of Listed Companies (Order No. 54, CSRC, hereinafter referred to as the “Measures for Financial Advisory Services”), the Measures for the Administration of the Significant Asset Restructurings of Listed Companies (Order No. 127, CSRC, hereinafter referred to as the “Restructuring Measures”), the Measures for the Administration of the Acquisitions of Listed Companies (Order No. 108, CSRC, hereinafter referred to as the “Acquisition Measures”), and other relevant provisions. | | 为进一步推进并购重组的市场化进程，明确上市公司并购重组财务顾问业务尽职调查的关注要点，提高财务顾问专业意见的质量，引导财务顾问勤勉尽责，充分发挥其在并购重组中的作用，提高并购重组的效率和质量，根据《上市公司并购重组财务顾问业务管理办法》(证监会令第54号，以下简称《财务顾问办法》)、《上市公司重大资产重组管理办法》(证监会令第127号，以下简称《重组办法》)、《上市公司收购管理办法》(证监会令第108号，以下简称《收购办法》)等相关规定，制定本规定。 |
I. Financial advisors which, in accordance with the Measures for Financial Advisory Services, the Restructuring Measures, the Acquisition Measures, and other provisions, issue professional opinions on relevant matters in applications for mergers, acquisitions, or restructurings shall complete the corresponding Schedules of the Professional Opinions of Financial Advisors in the Mergers, Acquisitions and Restructurings of Listed Companies (hereinafter referred to as the “Schedules of Professional Opinions”), and submit the Schedules of Professional Opinions as attachments to their professional opinions.
．．．．．． | | 一、财务顾问根据《财务顾问办法》、《重组办法》、《收购办法》等规定，对相关并购重组申请事项出具专业意见的，应当填报相应的《上市公司并购重组财务顾问专业意见附表》(以下简称《专业意见附表》)，并将《专业意见附表》作为财务顾问专业意见的附件一并上报。
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