根据《上市公司收购管理办法》的规定，下列情形中，免于提出豁免申请直接办理股份转让和过户的是( )。
A．收购人与出让人能够证明本次转让未导致上市公司的实际控制人发生变化
B．上市公司面临严重财务困难，收购人提出的挽救公司的重组方案取得该公司股东大会批准，且收购人承诺3年内不转让其在该公司中所拥有的权益
C．因继承导致在一个上市公司中拥有权益的股份超过该公司已发行股份的30%
D．因上市公司按照股东大会批准的确定价格向特定股东回购股份而减少股本，导致当事人在该公司中拥有权益的股份超过该公司已发行股份的30%
参考答案：C
解析： (1)选项AB：属于免于以要约收购方式增持股份的事项；(2)选项C：属于免亍提出豁免申请直接办理股份转让和过户的事项；(3)选项D：属于适用简易程序免于发出要约收购方式增持股份的事项。
I ran across an old photo of him the other day, thinking of some old things. He’s been dead for 25 years. His name was Rex. 1_____ was his favorite recreation(娱乐). He had so much 2_____ in the water as any person I have known. You didn’t have to throw a stick in the water to 3_____ him to go in. Of course, he would bring back a stick to you if you 4 _____ throw one in. That 5 ____ me of that night, 6_____ he brought back a small box that he found somewhere--- how 7_____ nobody ever knew. Since it was Rex, it 8_____ easily have been half a race. The box wasn’t a god one. It was just a 9______ old piece that somebody 10______. Still it was something he wanted, probably 11_____ there was some difficulty in transportation（运输）. And that he thought could test his courage. We first knew about his achievement when, deep in the night, we 12 _____ him trying to get the box up onto the porch(门厅). It sounded 13_____ two or three people were trying to tear the house 14 _____. We came downstairs and turned on the 15_____ light. Rex was on the top step trying to pull the thing up, but it had 16_____somehow. And he was just holding his own(坚持着). I suppose he would have held his own 17_____ dawn if we hadn’t helped him. The next day we carried the box miles away and threw it out. If we had thrown it out in a 18____ place, he would have brought it home again, as a small token(象征)of his strength in such matters. 19____, he had been taught to carry heavy wooden objects about and he was 20_____ of his skill. 小题1:1.
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