Administrative Measures For The Reform Of The Shareholder Structure Of Listed Companies

Original Language Title: 上市公司股权分置改革管理办法

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  First chapter General first article for specification listed company share reform work, promote capital markets reform and stable development, protection investors of lawful rights and interests of, according to company law, and securities method, and stock issued and trading management interim regulations, and State on advance capital markets reform and stable development of several views and SFC, and country funding Board, and Treasury, and people Bank, and commerce on listed company share reform of guide views of about provides, developed this approach.
Second share-trading reform of listed companies, is through the non-tradable shares balance of interests between shareholders and consultation mechanisms, eliminating the a-share market share transfer process of institutional differences. Article reform of the shareholder structure of listed companies follow the principle of openness, fairness and justice, relevant shareholders by a stock market on an equal footing, mutual understanding and decision-making, on the basis of.
China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) in accordance with the share-trading reform parties supervise management and related activities, organize, guide and coordinate the reform work.
Fourth stock exchange mandated by the China Securities Regulatory Commission and the present regulations, to the introduction of the first regulation of share-trading reform of listed companies, the coordination of share-trading reform of listed companies business, handling procedures related to the listing of non-tradable shares.
Securities exchanges and securities registration and settlement companies should be based on these measures, formulate operational guidelines, for the purpose of share-trading reform of listed companies (hereinafter the "company") related services business, for related parties to fulfil disclosure obligations, cash reform commitments, as well as company shares after the completion of the sale of non-circulating stock shareholders in reform of the Act of continuous supervision. Chapter II procedures article fifth reform move, agreed in principle by all non-public shareholders made failed to reach a consensus, or by individual or joint holding company two-thirds of the shareholders of non-tradable shares.
Non-tradable shares reform motions in writing delegate Board of Directors convened shareholders ' meeting related to a-share markets (hereinafter referred to as the relevant shareholders ' meeting), to consider the split share structure reform of listed companies (hereinafter referred to as the reform programme).
Shareholders ' meeting, voting and disclosure issues, making reference to the relevant provisions of the general meeting of shareholders of listed companies, and voted on by the shareholders to classification reform programme.
The sixth Board of directors after receiving a written non-tradable shares, should be employed position paper of recommendation institutions to assist in the development of reforms and provide the sponsor, hired a law firm to the split share structure reform operation verification verification of compliance related matters and to issue legal opinions.
Board of Directors of the seventh, non-tradable shares, sponsors and sponsor representatives, law firms and lawyers in charge, explicitly the duty of confidentiality shall sign a written agreement, parties to the Convention on the reform package may disclose relevant matters before the public.
Article eighth of the company Board of Directors shall delegate sponsor on the reform programme of the technical feasibility and convene a shareholders ' meeting schedule, seeking the views of stock exchange.
Stock exchange for operational guidance on split share structure reform, balanced control the rhythm of reform, consultations to identify the relevant shareholders ' meeting time.
The Nineth according to the schedule agreed with the stock exchange, shareholders meeting of the company's Board of Directors issued notice announced reform Comment Letter of instruction, independent directors, sponsor letters, legal opinions, and apply for a suspension of the company's stock.
Tenth article since related shareholders Conference notification released of day up 10th within, company Board should assist non-circulation unit shareholders, through investors Symposium, and media description will, and online road played, and visited institutions investors, and issued sought views letter, variety way, and shares market circulation unit shareholders (following referred to "circulation unit shareholders") for full communication and consultations, while announced hotline, and fax and the email, widely sought circulation unit shareholders of views, makes reform programme of formed has widely of shareholders based.
11th article non-circulation unit shareholders and circulation unit shareholders according to Qian article requirements completed communication consultations program Hou, not reform programme for adjustment of, Board should made announcement and application company stock complex brand; on reform programme for adjustment of, should in reform manual, and independent Director views letter, and sponsor submissions, and legal submissions, file made corresponding adjustment or added description and announcement Hou, application company stock complex brand.
After the resumption of the company's stock, and shall not be adjusted again reform programme. 12th convene a shareholders ' meeting, Board of Directors of the company shall apply for suspension of the company's stock.
Suspension period since the related shares registered shareholders meeting the next day, until the date of end of reform procedures.
13th article prior to the company's Board at a shareholders ' meeting shall be published not less than twice in specified newspapers hold shareholders meeting tips post.
Call for shareholders ' meeting voting delegate, handled by the company's Board of Directors is responsible for. 14th Board of directors should attend a shareholders ' meeting of shareholders voting with Internet voting technology arrangement.
Internet voting shall not be less than three days.
15th implementation of balancing of interests in non-tradable share reform on non-tradable shares shareholders price arrangements (hereinafter referred to as the price schedule) be approved by the State-owned assets supervision and administration, shall, on the relevant shareholders ' meeting votes made prior to the start of the network and post approval documents.
16th Conference of shareholders voting reform programme, subject to a vote of the votes held by shareholders at least two-thirds, and the vote held by public shareholders the right to vote at least two-thirds.
17th reform programmes to be adopted by the shareholders ' meeting to vote, the Board shall, within two working days notice shareholders ' meeting voting results.
Board of Directors shall in accordance with the schedule agreed with the stock exchange, public notice matters relating to implementation of the reform program and resumption of the company's stock.
Holders of foreign-invested Enterprise approval certificate of the company, containing foreign shares of bank companies, reform programme covering management and approval of foreign investment, in a notice the company shall obtain approval from relevant departments of the State Council before implementation of the reform program files.
18th reform plan has not been adopted by the shareholders ' meeting to vote, the Board shall, within two working days notice the relevant shareholders ' meeting voting results, and applying for shares in an announcement the next day resumed.
Reform programme had not been adopted by the shareholders ' meeting voting, non-tradable shares in three months, in accordance with the provisions of the present article fifth once again commissioned a Board split share structure reform convened shareholders ' meeting. 19th article exists exception situation of listed company for share reform, by following principles for: (a) related party suspected using company share reform information for insider trading is was filed survey of, in survey end rear can for reform; (ii) company stock trading suspected market manipulation is was filed survey, or company stock suspected was institutions or personal illegal concentrated holds of, in risk elimination Hou can for reform; (three) company holding shareholders suspected occupation company interests is was filed survey,
But possible occupation programme, reform can and (iv) there are other exceptions, recognized by the China Securities Regulatory Commission, can be reformed.
20th issue overseas listed foreign stocks, foreign capital stocks listed in the territory's stock market companies, consultation by the stock market-related shareholder solve the non-tradable shares held by a shareholder of shares listed on the a-share market trading.
Article 21st of non-tradable shares in listed companies outside holding a stock market listed company, its decision-making process on the arrangements shall comply with the company regulations and provisions relating to disposal of company assets for overseas listing.
Holding a stock market listed company shares of domestic listed companies, its decision-making process on the arrangements shall comply with the articles of business rules about the disposition of assets of the company and the stock exchange rules.
Reform programmes should take into account the 22nd chapter reform programmes all shareholders the immediate interests and long-term interests and is conducive to development and stability in the market, and according to the company, by controlling shareholders holdings shares, listed companies to buy back shares, preset the original non-circulation shares practice the terms of sale, default back to the sale price, has the right to put the feasibility of price stabilization measures. 23rd article of non-circulating stock shareholders in reform programmes to make commitments and securities exchanges and securities registration and settlement companies adapt to the technical requirements of regulation, or by promising security measures for the fulfilment of commitments.
Non-tradable shares shall in writing faithfully, a commitment statement. 24th non-public shareholders have not fulfilled commitments prior to the transfer of its shares.
But the assignee agrees and has the ability to fulfil their commitments on its behalf, except.
25th reform should be opposed or did not express consent of non-tradable shares held by the shareholders, proposes and that legitimate and viable solution.
26th the split share structure reform and corporate restructuring combined with restructuring by injecting good assets, incur obligations or any other means to achieve improved profitability or financial situation of the company as to the price arrangements, its restructuring program and the non-tradable share reform program should follow this approach and related provisions of the CSRC. Fourth chapter reform Hou Company original non-circulation unit shares of sold 27th article reform Hou Company original non-circulation unit shares of sold, should comply with following provides: (a) since reform programme implementation of day up, in 12 months within shall not listed trading or transfer; (ii) holds listed company shares total 5% above of original non-circulation unit shareholders, in preceding paragraph provides expires Hou, through securities exchange tone trading sold original non-circulation unit shares, sold number accounted for the company shares total of proportion in 12 months within shall not over 5%
, In the 24 months shall not exceed 10%.
28th original non-tradable shareholders sell shares a large amount can be used to specific investors.
The 29th after the implementation of reform programmes, measures for control of shares held by foreign shareholders separately.
The fifth chapter information disclosure obligations related to information disclosure of share-trading reform 30th article, and should comply with disclosure obligations in a timely manner, true, accurate and complete disclosure of information, to ensure that the disclosure of information does not contain any false record, misleading statement or material omission.
31st Conference of shareholders notice should identify the shareholders participate in the share-trading reform of rights and conditions of exercise of the right of way, and the period. 32nd non-tradable share reform package should include the following elements: (a) since the establishment of the company formation and successive changes of equity structure;
(Ii) proposed for share reform moved of non-circulation unit shareholders, on its holds company shares of number, and proportion and has no ownership dispute, and pledge, and freeze situation of description; (three) non-circulation unit shareholders on its holds company shares of number, and proportion and the mutual Zhijian associated relationship of description; (four) non-circulation unit shareholders, and holds company shares total 5% above of non-circulation unit shareholders of actual control people, On in company board announcement reform Manual of Qian two day holds company circulation unit shares of situation and Qian six months within sale company circulation unit shares of situation of description; (five) share reform programme of specific content; (six) non-circulation unit shareholders on its for perform commitment obligations provides guarantees measures of description; (seven) share reform on company governance may produced of effect; (eight) share reform may involved of risk and the corresponding processing programme; (nine)
Provide professional services to non-tradable share reform sponsors, the law firm's name and contact information; (j) sponsoring agencies and law firms on its Board of Directors announcement reform statement two days before the holding of shares in circulation and within the first six months of the sale description of shares shares of the company and (11) other matters of note. 33rd article sponsor submissions should including following content: (a) listed company non-circulation unit shares has no ownership dispute, and pledge, and freeze situation and the above situation on reform programme implementation of effect; (ii) implementation reform programme on company circulation unit shareholders interests effect of evaluation; (three) on share reform related file of verification conclusion; (four) reform programme in the related commitment of feasibility analysis; (five) on sponsor institutions has no may effect its just perform sponsor duties case of description; (six)
Sponsors think should indicate other matters; (g) the sponsor's conclusions and reasons.
The 34th letter of independent directors should include a programme for reform of corporate governance structure of, protection of the legitimate rights and interests of the shareholders, the company long term development impact of instructions and other important matters.
The 35th of the related notice of shareholders ' meeting, shareholders ' meeting voting results, commissioned by the vote solicitation letter, reform abstract shall disclose in specified newspapers.
Instruction, independent Director of split share structure reform Comment Letter, sponsor submissions, legal letters, non-tradable share reform scheme should be listed on the company website and the company website full disclosure.
A stock exchange shall set column on its Web site, information disclosure of share-trading reform of listed companies is free of charge.
Implementation of the reform programme of the 36th article relates to shareholders to reduce or increase its stake, leading to shareholder, control of changes in the total number of shares, shall comply with the listed company regulation, changes in the shareholdings of listed company information disclosure regulations and these regulations; tender offer obligation arising from implementation of the reform programme, after application are exempted from fulfilling tender offer obligation.
37th alternation shall be traded in the non-tradable shares of the company within two business days after the completion of registration, publishing companies in specified newspapers after the reform of split share structure changes in share structure report.
Article 38th after the implementation of reform programmes, original non-tradable shareholders shares held by the restricted period, companies should place prompt announcement three days in advance.
39th, control over 5% of shares of the company's original non-tradable shareholders, number of shares sold through the stock exchange transactions, when the total number of shares in the company reached 1% shall, within two working days from the date of the facts to make announcements, announcements will not be stopped selling shares.
Sixth chapter intermediaries 40th for the reform of non-tradable shares to provide professional services of intermediaries, shall comply with laws and regulations, carry out their duties faithfully, honesty and trustworthiness, diligence, protect the interests of corporations and shareholders, professional status must not be used for units and individuals seeking illegitimate interests.
41st article sponsor institutions should perform following duties: (a) assist developed reform programme; (ii) on reform programme about matters for due diligence survey; (three) on reform programme about file for verification validation; (four) on non-circulation unit shareholders implementation on price arrangements, and perform commitment matters of capacity published views; (five) issued sponsor submissions; (six) assist implementation reform programme; (seven) assist developed and implementation stable shares measures; (eight) on related party perform commitment obligations for continued steering. 42nd article sponsor institutions and company and big shareholders, and actual control people, and important associated party exists following associated relationship of, shall not became the company share reform of sponsor institutions: (a) sponsor institutions and big shareholders, and actual control people, and important associated party holds listed company of shares total over 7%; (ii) listed company and big shareholders, and actual control people, and important associated party holds or control sponsor institutions of shares total over 7%; (three) sponsor institutions of sponsor representative people or Director, and prison thing
, Managers and other senior management personnel of listed company shares in the listed company could affect its just discharge the responsibilities of the sponsor. Article 43rd sponsor shall appoint a sponsor representative in charge of working for a sponsor of the reform of non-tradable shares of the company.
The sponsor representative in the relevant shareholders ' meeting prior to the completion of the voting procedure shall not be responsible for the share-trading reform of listed companies sponsor.
44th sponsor's legal representative, sponsor representative should sign the sponsor submissions, bear the corresponding legal responsibility.
45th article lawyer firm and the in legal submissions Shang signed of lawyer should perform following duties: (a) on share reform participation subject of legitimacy for verification; (ii) on and reform programme about of legal matters for verification; (three) on and reform programme about of legal file for verification; (four) on reform programme of content and implementation program of legitimacy published views; (five) issued legal submissions.
Article 46th signed the legal opinion on law firms, lawyer, shall not be provided with the share-trading reform of listed companies may affect the impartiality of the professional services to perform his duties.
47th sponsor and sponsor representative, lawyer firms and lawyers in legal opinion signed, should ensure that sponsors issued its opinions and legal opinion does not contain any false record, misleading statement or material omission. Seventh regulatory measures and legal liability article 48th no unit or individual may make use of insider information for securities transactions of share-trading reform of listed companies, share-trading reform of listed companies must not be used to manipulate the market, may not be made up, dissemination of false information about the share-trading reform of listed companies.
Any of the above acts, CSRC investigates serious crime, transferred to judicial organs for criminal responsibility shall be investigated according to law.
49th stock exchange the share-trading reform should be market anomalies during implementation of project monitoring, detection of suspected insider trading and market manipulation should be stopped and reported the China Securities Regulatory Commission investigated and dealt with.
50th in share-trading reform commitment of the shareholders failed to honour its promise, a stock exchange to denounce it, the China Securities Regulatory Commission to order corrections and administrative controls; caused damage to the legitimate rights and interests of the other shareholders shall bear legal liability.
Representatives of sponsor and sponsor of the 51st article related files artificial reform submitted false record, misleading statement or material omission, or failure to perform the obligation of due diligence, ongoing supervision, a stock exchange to denounce it, the China Securities Regulatory Commission be ordered to correct; the circumstances are serious, be removed from the list of sponsors and sponsor representative.
52nd on law firms and the legal opinion signed by lawyers for reform existed in the legal opinion issued by the false record, misleading statement or material omission, or fails to perform the obligation of verification, the CSRC shall be ordered to correct serious, suspended its securities-related business legal documents issued.
53rd article company and non-circulation unit shareholders, and fund management company, and securities company, and insurance company, and assets management company, using not due means interference other investors normal decision, manipulation related shareholders Conference vote results, or for not due interests exchange of, China SFC ordered its corrected; plot serious of, finds main responsibility personnel for market ban into who, must period or permanent shall not served as listed company and securities business institutions of senior management positions.
Eighth chapter supplementary articles article 54th this approach by the China Securities Regulatory Commission is responsible for the interpretation and amendment. 55th article of the rules as of the date of promulgation. The pilot reform of non-tradable shares of listed companies of the notification on the relevant issues (Jian FA (2005), 32nd), on the second batch of pilot reform of non-tradable shares in listed companies of the notification on the relevant issues (Jian FA (2005), 42nd) repealed simultaneously.

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