Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository Clearing Corporation Rules for the Implementation of Handling the Transfer Business of Non-circulation Shares of Listed Companies Shanghai Stock Exchange, Shenzhen Stock Exchange, and the China Securities Depository Clearing Corporation January 3rd, 2005 Article 1 For the purpose of regulating the transfer business of non-circulation shares (hereinafter referred to as the shares) of listed companies, Article 2 In case a shareholder makes an application for transferring shares to Stock Exchange or disclosing any share transfer information, 1. The application form for inquiry; 2. The securities account card of the shareholder and its photocopy; and 3. The effective identity certification documents of the shareholder and the photocopy [(A legal person within the territory shall provide The Clearing Corporation shall make formal examination on the aforesaid documents, and issue share certification documents to the Article 3 Where a shareholder plans to transfer shares by way of disclosing any share transfer information or in case the share transfer involves 1. The application form for temporary custody of shares; 2. The securities account card of the shareholder and a photocopy thereof; and 3. The effective identity certification documents of the shareholder and a photocopy thereof. The Clearing Corporation shall make formal examination on the aforesaid documents and issue a confirmation document for temporary The period of valid term for temporary custody of shares shall not exceed one year. Article 4 Where the time limit for temporary custody of shares expires, or the registration for share transfer is completed, or the department Except for the circumstances as prescribed in the preceding paragraph, a shareholder shall submit the following documents when filing 1. The application form for rescinding temporary custody on shares; 2. The certification documents of Stock Exchange for approving the shareholder to withdraw or terminate the disclosure of share transfer 3. The securities account card of the shareholder and a photocopy thereof; 4. The effective identity certification documents of the shareholder and a photocopy thereof; and 5. Other documents as required by the Clearing Corporation. The Clearing Corporation shall make formal examination on the aforesaid documents and issue a notice on rescinding temporary custody Article 5 A shareholder shall submit the following documents when filing application for disclosing share transfer information to the Stock 1. The application form for disclosing share transfer information; 2. The effective identity certification documents of the shareholder and a photocopy thereof; 3. The securities account card of the shareholder and a photocopy thereof; 4. The share certification documents and a confirmation letter for temporary custody on shares as released by the Clearing Corporation; 5. The archival-filing documents issued by state-owned assets supervision and administration institutions in case any state-owned share 6. Documents made in accordance with Article 13 of the Rules; and 7. Other documents as required by the Stock Exchange. The Stock Exchange shall make formal examination on the aforesaid documents and arrange the uniform issuance of the share transfer Article 6 The share transfer information shall be disclosed by the Stock Exchange on their designated websites. The Stock Exchange shall issue the share transfer information at the last workday of each month. The validity period of the information Article 7 A shareholder who proposes to withdraw or terminate the share transfer by way of disclosing share transfer information to the Stock The Stock Exchange shall make a decision on whether or not to approve the application for withdrawal or termination after making formal Article 8 The amount of shares applied or accepted by a shareholder or assignee shall be no lower than 1% of the total capital of a listed company; Article 9 A natural person may accept the shares of a listed company in case he possesses one of the following conditions: 1. He accepts the shares according to any judicial ruling; 2. He accepts the shares upon the approval of the authoritative organs; or 3. He is subject to any other circumstance as prescribed by laws and regulations, which allows him to accept the shares. Article 10 After concluding a share transfer agreement, both parties to the share transfer shall submit the following documents to the Stock 1. Application form for confirmation of share transfer; 2. The share certification documents issued by the Clearing Corporation or any agency designated by it and covered by the special seal 3. The original of the share transfer agreement; 4. The effective identity certification documents of both parties to the share transfer and the photocopy thereof; 5. The securities account card of both parties to the share transfer and the photocopy thereof; and 6. In the event of takeover by agreement, the certificate of deposit of takeover capital issued by the clearing bank as designated by 7. Where any information disclosure obligation is involved, the public notice on share transfer of this time that has been disclosed 8. The following documents shall also be submitted if the shares to be transferred involve the following circumstances: (1) Where any share of any promoter is involved, a photocopy of the business license of the listed company accompanied with the seal of (2) Where any state-owned share is involved, or any state-owned enterprise or any enterprise whose shares are controlled by the state (3) Where any share transferred by any foreign investor is involved, the documents of approval of the Ministry of Commerce shall be presented; (4) Where the alteration of share structure of the shareholders of any listed company in the bank category reaches or exceeds 5% of the (5) Where the alteration of share structure of the shareholders of any listed company in the insurance category reaches or exceeds 10% (6) In the event of takeover of any listed company, the documents of unanimity of the China Securities Regulatory Commission shall be (7) With respect to other share transfer that shall be carried out upon the administrative examination and approval, the documents of 9. Other documents that shall be submitted as required by the Stock Exchange. The Stock Exchange shall make formal examination on the documents in the preceding paragraph, and make confirmation on those complying Article 11 After an application for share transfer is confirmed by the Stock Exchange, both parties of the share transfer shall submit the following 1. The application form for transfer registration; 2. A confirmation letter for share transfer as issued by the Stock Exchange; 3. The certificate of payment by foreign investors in case the share transfer of foreign investors is involved; and 4. Other documents as required by the Clearing Corporation. The Clearing Corporation shall conduct a formal examination on the documents as mentioned in the preceding paragraph, and handle the Article 12 Where the procedures of share transfer is handled concerning the enforcement of judicial rulings, the department of justice shall The department of justice shall submit the following documents when handling the procedures of confirmation of share transfer in judicial 1. Notice and ruling letters in writing for assisting enforcement; 2. Judgment letter (conciliation document) or order of payment, arbitration award, notarized certificate of creditor’s rights, etc.; 3. Recommendation letters of the department of justice, certificate of law enforcement or employee’s card of law enforcement personnel; 4. Certification documents of shares issued by the Clearing Corporation; and 5. Other documents as required by the Stock Exchange. The Stock Exchange shall conduct a formal examination on the documents in the preceding paragraph, and make confirmation on those After the share transfer in the judicial rulings has been confirmed by the Stock Exchange, the department of justice shall, when handling The Clearing Corporation shall make formal examination on the aforesaid documents and handle the procedures for transfer registration Article 13 In case any natural person applies for handling share transfer due to inheritance, donation, property division according to law (for The following documents shall be submitted to the Stock Exchange when handling the share transfer confirmation of the preceding paragraph: 1. The application form for share transfer confirmation; 2. The certification documents of shares issued by the Clearing Corporation; 3. The certification documents of share ascription. If the share transfer is caused by inheritance, donation or property division according 4. The effective identity certification documents of the relevant parties and a photocopy thereof, the securities account card and a 5. Other documents as required by the Stock Exchange. The Stock Exchange shall make formal examination on the aforesaid documents and make confirmation on the application that complies After the application for share transfer has been confirmed by the Stock Exchange, both parties of the share transfer shall submit 1. The application form for transfer registration; 2. The share transfer confirmation letter issued by the Stock Exchange; and 3. Other documents as required by the Clearing Corporation. The Clearing Corporation shall make formal examination on the aforesaid documents, and handle the procedures for share transfer for Article 14 The relevant provisions on handling share transfers by a securities company shall be formulated separately. Article 15 Charging fees for share transfers shall be carried out in accordance with the relevant provisions. |
Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository Clearing Corporation
2005-01-03