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| Q & A of the China Securities Regulatory Commission Regarding the Pledge of Consideration Shares by the Party Making Commitments on Performance | | 中国证监会关于业绩承诺方质押对价股份的相关问题与解答 |
| (March 22, 2019) | | （2019年3月22日） |
| Q: What are the requirements for the party making commitments on performance to ensure the fulfillment of performance compensation obligations in the merger and acquisition of listed companies? | | 问：对上市公司并购重组业绩承诺方保障业绩补偿义务实现有何要求？ |
A: In the material asset restructuring of a listed company, if the counterpartyintends to provide share compensations for performance commitments, it shall ensure that the relevant shares can be effectively used to perform the compensation obligations. If the party making commitments on performance pledges during the commitment period the shares that are acquired in the restructuring and designed to be used to undertake the obligation of performance compensation (hereinafter referred to as “consideration shares”), the restructuring report (draft) shall set forth the specific arrangements for the party making commitments on performance to guarantee the realization of performance compensation, including but not limited to the following commitments:
．．．．．． | | 答：上市公司重大资产重组中，交易对方拟就业绩承诺作出股份补偿安排的，应当确保相关股份能够切实用于履行补偿义务。如业绩承诺方拟在承诺期内质押重组中获得的、约定用于承担业绩补偿义务的股份（以下简称对价股份），重组报告书（草案）应当载明业绩承诺方保障业绩补偿实现的具体安排，包括但不限于就以下事项作出承诺：
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