any other arrangement, he shall, pursuant to the provisions of the preceding paragraph herein, make report and announcement of each 5% increase or decrease in the proportion of the issued shares of the said company he holds through securities trading at a stock exchange. Within the reporting period as well as two days after the relevant report and announcement are made, the investor may not purchase or sell any more shares of the listed company. 第八十七条 依照前条规定所作的书面报告和公告，应当包括下列内容：
Article 87 The written report and announcement as made according to the provisions of the preceding Article herein shall include the following contents: （一）持股人的名称、住所；
(1) The name and domicile of the shareholder; （二）持有的股票的名称、数额；
(2) The description and amount of the shares as held; and
（三）持股达到法定比例或者持股增减变化达到法定比例的日期。
(3) The date on which the shareholding or any increase or decrease in the shareholding reaches the statutory percentage.
第八十八条 通过证券交易所的证券交易，投资者持有或者通过协议、其他安排与他人共同持有一个上市公司已发行的股份达到百分之三十时，继续进行收购的，应当依法向该上市公司所有股东发出收购上市公司全部或者部分股份的要约。收购上市公司部分股份的收购要约应当约定，被收购公司股东承诺出售的股份数额超过预定收购的股份数额的，收购人按比例进行收购。
Article 88 Where an investor holds or holds with any other person 30% of the stocks as issued by a listed company by means of agreement or any other arrangement through securities trading at a stock exchange and if the purchase is continued, he shall issue a tender offer to all the shareholders of the said listed company to purchase all of or part of the shares of the listed company. It shall be stipulated in a tender offer as issued to a listed company that, where the share amount as promised to be sold by the shareholders of the target company exceeds the scheduled amount of stocks for purchase, the purchaser shall carry out the acquisition according to the relevant percentage.
第八十九条 依照前条规定发出收购要约，收购人必须事先向国务院证券监督管理机构报送上市公司收购报告书，并载明下列事项：
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Article 89 Before any tender offer is issued pursuant to the provisions in the preceding Article herein, the relevant purchaser shall submit a report on the acquisition of a listed company to the securities regulatory authority under the State Council beforehand, which shall indicate the following items:
（一）收购人的名称、住所；
(1) The name and domicile of the purchaser; （二）收购人关于收购的决定；
(2) The decision of the purchaser on acquisition; （三）被收购的上市公司名称； (3) The name of the target listed company; （四）收购目的；
(4) The purpose of acquisition;
（五）收购股份的详细名称和预定收购的股份数额；
(5) The detailed description of the shares to be purchased and the amount of shares to be purchased in schedule; （六）收购期限、收购价格； (6) The term and price of the acquisition; （七）收购所需资金额及资金保证；
(7) The amount and warranty of the funds as required by the acquisition; and
（八）报送上市公司收购报告书时持有被收购公司股份数占该公司已发行的股份总数的比例。收购人还应当将上市公司收购报告书同时提交证券交易所。
(8) The proportion of the amount of shares of the target company as held by the purchaser in the total amount of shares of the target company as issued, when the report on the acquisition of the listed company is reported. A purchaser shall concurrently submit to the stock exchange a report on the acquisition of the relevant company.
第九十条 收购人在依照前条规定报送上市公司收购报告书之日起十五日后，公告其收购要约。在上述期限内，国务院证券监督管理机构发现上市公司收购报告书不符合法律、行政法规规定的，应当及时告知收购人，收购人不得公告其收购要约。收购要约约定的收购期限不得少于三十日，并不得超过六十日。
Article 90 A purchaser shall, after 15 days as of the day when the report on the acquisition of a
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listed company is submitted pursuant to the preceding Article herein, announce its tender offer. Within the aforesaid term, where the securities regulatory authority under the State Council finds that any report in the acquisition of a listed company fails to satisfy the provisions of the relevant laws and administrative regulations, it shall notify the relevant purchaser in a timely manner. The relevant purchaser may not announce its tender offer. The term for acquisition as stipulated in a tender offer shall be not less than 30 days but not more than 60 days.
第九十一条 在收购要约确定的承诺期限内，收购人不得撤销其收购要约。收购人需要变更收购要约的，必须事先向国务院证券监督管理机构及证券交易所提出报告，经批准后，予以公告。
Article 91 Within the acceptance term as prescribed in a tender offer, no purchaser may revoke its tender offer. Where a purchaser requests for altering its tender offer, it shall submit a report to the securities regulatory authority under the State Council and the stock exchange in advance and announce the alteration upon the approval thereby.
第九十二条 收购要约提出的各项收购条件，适用于被收购公司的所有股东。
Article 92 All the terms of acquisition as stipulated in a tender offer shall apply to all the shareholders of a target company.
第九十三条 采取要约收购方式的，收购人在收购期限内，不得卖出被收购公司的股票，也不得采取要约规定以外的形式和超出要约的条件买入被收购公司的股票。
Article 93 In the event of an acquisition by tender offer, a purchaser shall, within the term for acquisition, not sell any share of the target company, nor shall it buy any share of the target company by any other means that hasn't been stipulated by provisions of its tender offer or that oversteps the terms as stipulated in its tender offer.
第九十四条 采取协议收购方式的，收购人可以依照法律、行政法规的规定同被收购公司的股东以协议方式进行股份转让。以协议方式收购上市公司时，达成协议后，收购人必须在三日内将该收购协议向国务院证券监督管理机构及证券交易所作出书面报告，并予公告。在公告前不得履行收购协议。
Article 94 In the event of an acquisition by agreement, a purchaser may carry out share transfer with the shareholders of the target company by means of agreement according to the provisions of the relevant laws and administrative regulations. In the case of an acquisition of a listed company by agreement, a purchaser shall, within three days after the acquisition agreement is
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reached, submit a written report on the acquisition agreement to the securities regulatory authority under the State Council and the stock exchange as well as announce it to the general public. No acquisition agreement may be performed before the relevant announcement. 第九十五条 采取协议收购方式的，协议双方可以临时委托证券登记结算机构保管协议转让的股票，并将资金存放于指定的银行。
Article 95 In the event of an acquisition by agreement, both parties to the agreement may temporarily entrust a securities registration and clearing institution to keep the stocks as transferred and deposit the relevant funds in a designated bank.
第九十六条 采取协议收购方式的，收购人收购或者通过协议、其他安排与他人共同收购一个上市公司已发行的股份达到百分之三十时，继续进行收购的，应当向该上市公司所有股东发出收购上市公司全部或者部分股份的要约。但是，经国务院证券监督管理机构免除发出要约的除外。收购人依照前款规定以要约方式收购上市公司股份，应当遵守本法第八十九条至第九十三条的规定。
Article 96 In the event of an acquisition by agreement, where a purchaser has purchased, held or held with any other person 30% of the shares as issued by a listed company through agreement or any other arrangement and if the acquisition is continued, the purchaser shall issue an offer to all of the shareholders of the target listed company for purchasing all of or part of the company's shares, unless a tender offer is been exempted from being issued by the securities regulatory authority under the State Council. A purchaser that purchases the shares of a listed company by means of tender offer according to the provisions of the preceding paragraph herein shall abide by the provisions of Articles 89~93 of the present Law.
第九十七条 收购期限届满，被收购公司股权分布不符合上市条件的，该上市公司的股票应当由证券交易所依法终止上市交易；其余仍持有被收购公司股票的股东，有权向收购人以收购要约的同等条件出售其股票，收购人应当收购。收购行为完成后，被收购公司不再具备股份有限公司条件的，应当依法变更企业形式。
Article 97 Upon the expiration of a term for acquisition, where the share distribution of an target company fails to fulfill the requirements of listing, the listing of stocks of the said listed company shall be terminated by the stock exchange according to law. The shareholders that still hold the shares of the target company have the right to sell their shares pursuant to the equal terms as stipulated in the relevant tender offer. The purchaser shall make the purchase. When an
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acquisition is concluded, if a target company fails to meet the requirements of being a stock-limited company any more, its form of enterprise shall be altered according to law. 第九十八条 在上市公司收购中，收购人持有的被收购的上市公司的股票，在收购行为完成后的十二个月内不得转让。
Article 98 In an acquisition of a listed company, the stocks of the target company as held by a purchaser may not be transferred within 12 months after the acquisition is concluded.
第九十九条 收购行为完成后，收购人与被收购公司合并，并将该公司解散的，被解散公司的原有股票由收购人依法更换。
Article 99 When an acquisition is concluded, if the purchaser merges with the target company by dissolving the target company, the original shares of the company as dissolved shall be changed by the purchaser according to law.
第一百条 收购行为完成后，收购人应当在十五日内将收购情况报告国务院证券监督管理机构和证券交易所，并予公告。
Article 100 Where an acquisition is concluded, a purchaser shall, within 15 days, report the acquisition to the securities regulatory authority under the State Council and the stock exchange as well as announce it.
第一百零一条 收购上市公司中由国家授权投资的机构持有的股份，应当按照国务院的规定，经有关主管部门批准。国务院证券监督管理机构应当依照本法的原则制定上市公司收购的具体办法。
Article 101 The purchase of the shares of a listed company as held by an organization that has been authorized by the state for investment shall be subject to the approval of the relevant administrative departments according to the provisions of the State Council. The securities regulatory authority under the State Council shall formulate the specific measures for acquisition of listed companies in light of the principles of the present Law. 第五章 证券交易所 Chapter V Stock Exchanges
第一百零二条 证券交易所是为证券集中交易提供场所和设施，组织和监督证券交易，实行自律管理的法人。证券交易所的设立和解散，由国务院决定。
Article 102 For the purpose of the present Law, the term \that provides the relevant place and facilities for concentrated securities trading, organizes and
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