Interim Measures for Listed Companies to Handle the Transfer Business of Tradable Shares by Agreement Article 1 The present Measures are formulated according to the Company Law and the Securities Law in order to regulate the agreement-based Article 2 The agreement-based transfer of tradable shares by listed companies must be carried out in a stock exchange. Shanghai Stock Exchange, It is strictly prohibited to conduct illegal off-the-exchange stock trading and transfer activities. Article 3 Where the transfer of tradable shares by a listed company is under any of the following circumstances, the listed company may go (1) Where the share transfer is related to the listed company’s acquisition or shareholder’s equity change; (2) Where there exists a relationship of actual control between the transferor and the transferee, or both parties are controlled by (3) Where the share transfer is involved in a foreign investor’s strategic investment in a listed company; and (4) Other circumstances as ascertained by the China Securities Regulatory Commission (hereafter referred to as the CSRC). In the case of callback of the prepaid shares in the share-trading reform, or the administrative allotment of shares to a listed company, Article 4 The stock exchange shall be responsible for confirming the regularity of the application filed by both of the parties to a share Article 5 The stock exchange and CSDCCL shall make formal examination on the application materials submitted by both the transferor and the Article 6 A shareholder that intends to transfer his tradable shares shall file an application to CSDCCL for inquiring the holding condition (1) an application for inquiring the holding condition of shares; (2) the original copy and a photocopy of the securities account card of the shareholder; (3) the valid identity certificate of the shareholder and a photocopy thereof (in the case of a domestic legal person, the business license (4) other documents that shall be submitted as required by the CSDCCL. The CSDCCL shall make formal examination on the application materials for inquiry of the foregone shares. If the application is qualified, Article 7 After the agreement on share transfer is reached, both parties to the share transfer shall apply to the stock exchange for confirming (1) an application for confirming the share transfer; (2) an original copy of the share transfer agreement; (3) the valid identity certificates of both parties to the share transfer and photocopies thereof; (4) the securities account cards of both parties to the share transfer; (5) the proof document on the holding, which is issued by CSDCCL regarding the shares to be transferred; and (6) other documents as required by the stock exchange to be submitted. Article 8 The stock exchange shall make formal examination on the application materials for transfer, and shall, within 3 trading days as of Article 9 After obtaining the document on confirming the share transfer by the stock exchange, both parties to the share transfer shall apply (1) an application for the registration of the share transfer; (2) an original copy of the share transfer agreement; (3) a letter of confirmation of the share transfer as issued by the stock exchange; (4) valid identity certificates of both parties to the share transfer and photocopies thereof; (5) original copies of securities account cards of both parties to the share transfer and photocopies thereof; and (6) other documents as required by CSDCCL to be submitted. Article 10 CSDCCL shall make formal examination on the application materials for registration of the transfer, and shall, if the application Article 11 Where a shareholder is under any of the following circumstances when transferring the tradable shares he holds, he shall, when transacting (1) If the transfer involves information disclosure, an announcement on the present share transfer shall be provided; (2) If the shares to be transferred are held by any director, supervisor or senior manager of a listed company, or any director, supervisor (3) If there exists a relationship of actual control between both the transferor and the transferee, or both parties are controlled by (4) In the case of acquisition by a listed company, the announced acquisition report needs to be provided; if it results in the obligation (5) If the shares held by a state-owned subject are involved, the approval document by the state-owned assets supervision and administration (6) If a foreign investor’s strategic investment in a listed company is involved, the approval document by the Ministry of Commerce shall (7) If the shareholder equity change of a listed company in the banking industry reaches or exceeds 5% of the total stock capital, the (8) If the shareholder equity change of a listed company in the securities industry reaches or exceeds 5% of the total stock capital, (9) If the shareholder equity change of a listed company in the insurance industry reaches or exceeds 10% of the total stock capital, (10) For any other share transfer that must be carried out upon administrative approval, the approval document by the relevant competent Article 12 Both parties to the transfer by agreement may temporarily entrust CSDCCL to keep the stocks under transfer by agreement, and deposit Article 13 In the case of any change with the shares due to judicial compulsory enforcement, inheritance or bequest of a natural person, or Article 14 A relevant party who is required by law to be obligated for disclosing information shall disclose the items on the share transfer Article 15 Within 3 months after accomplishing the share transfer registration, the same share transferee shall not file a second application Article 16 The share transferor may not transfer shares for the purpose of evading the relevant provisions on restriction of sale. With respect Article 17 Both parties to a share transfer shall, according to the provisions of the stock exchange and CSDCCL on fee charges concerning stock Article 18 The power to interpret the present Measures shall jointly be remained with the stock exchange and CSDCCL. Article 19 The present Measures shall become effective upon the approval of CSRC, and so shall be for the revision thereof. Article 20 The present Rules shall come into force as of the date of the promulgation. Shanghai Stock Exchange Shenzhen Stock Exchange China Securities Depository & Clearing Corporation Limited August 14, 2006 |
Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository & Clearing Corporation Limited
2006-08-14