要约收购制度是上市公司收购中最基础,最典型的收购制度。而我国多年来以《上市公司收购管理办法》为主的一系列法规,系统规定了关于上市公司要约收购的各环节各方面具体内容。笔者试图通过法规总结,分析研究我国上市公式要约收购制度,以寻找要约收购中应注意的重要内容;同时结合现实情况,提出若干要约收购制度的今后法律修订中的完善空间。 The tender offer system is the most basic and most typical acquisition system in the acquisition of listed companies. In our country over the years, “a series of laws and regulations on the management of acquisitions by listed companies” have systematically stipulated the specific contents of all aspects of the tender offer for listed companies. The author attempts to summarize the laws and regulations, analyze and study the system of offer and takeover of listed companies in China, in order to find out the important contents that should be paid attention to in the takeover of takeover offerings, and at the same time, propose the perfect space in the future revision of the law of some takeover and takeover systems.