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Commission Spokesman On The Reform Measures For The Administration Of Answering Reporters ' Questions

Original Language Title: 证监会新闻发言人就股改管理办法答记者问

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Http://finance.Sina.com.CN on September 05, 2005 China business times 01:01 "4th, according to Xinhua News Agency, Beijing," the China Securities Regulatory Commission today officially announced the management measures of the share-trading reform of listed companies (hereinafter referred to as the regulations).
On relevant issues of Community interest, the China Securities Regulatory Commission spokesman answered a reporter's question.
Reporter: in the management of procedural arrangements on split share structure reform, compared with the pilot during practice to make a major adjustment? Answer: for keep pilot basic system arrangements of continuity, management approach basic used has reform pilot during of operation program specification, and in summary pilot experience and widely absorption Parties recommends of based Shang, further clear has "unified organization, dispersed decision of General thought and operation principles, requirements active sound, and step by step to advance reform, on reform moved, and collegiate system, and non-circulation unit shareholders and circulation unit shareholders of consultations time arrangements, and reform programme modified and suspension arrangements, main aspects do has appropriate of adjustment, and To enrich and improve: first reform made an adjustment of the motion.
To make the reforms more maneuverable, except during the continuation of pilot "all the shareholders agreed to the principle of reform, but added" single or consolidated holding company two-thirds provisions of the reform of non-tradable shares moved above. Second, further defined the collegiate form of the relevant shareholders ' meeting. Under the guidance of, the reform is as a stock market listed company shares can be traded to make institutional arrangements and negotiate balancing the interests between the shareholders.
The management approach will be used in the pilot of "extraordinary general meeting system to further clarify the relevant shareholders ' meeting for a stock market, and related terms and procedural arrangements have been adjusted accordingly. Third, non-tradable shares and shareholders consultation schedule improvements. The pilot reform during the announcement date of the call for shareholders, begin to communication and consultation, to the relevant shareholders ' meeting begins from the date of its notification.
This arrangement allows the reform period is shortened to 30 days. Four modifications to the reform programme proposed restrictive requirements. By the pilot during the 15 days prior to the extraordinary general meeting negotiation and reform programmes, adjusted to the consultation results, shares resume trading after the company, shall not be again revised reform programme.
This arrangement can ensure that full consultation and stressed that maintaining the stability programmes, avoiding asymmetric information harm the interests of investors. Five suspension arrangement is different from the pilot phase.
Cancel the pilot period provisional shareholders ' meeting after the decision was announced, the company can choose to share complex licensing requirements and retain shareholder communication during the consultations and related shares registered shareholders meeting the next day, until the closing date of the reform procedures two periods of suspension arrangements.
Reporter: areas in which urge the management approach is non-tradable shareholders meet commitments? A: the reform of non-tradable shares in the commitments made in the programme is an important aspect of the reform programme, related to the vital interests of public shareholders.
The China Securities Regulatory Commission on the supervision of non-circulating stock shareholders and fulfilling commitments very seriously, in the regulation concerned was also clear. One is on non-tradable shares to fulfil its commitment to take the necessary measures to prevent escape from commitment. The regulation makes it clear that "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. Also, to prevent controlling shareholders through share transfer to avoid commitment, the regulation also States that "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. B is clearly on the intermediary agencies for effective fulfilment of commitments of non-tradable shares oversight responsibility.
The regulation clearly stipulates, the sponsor should be on non-tradable shares "comment on ability to fulfil its commitments and obligations" on the party's commitment to continuous supervision. Three is clear non-violation of public shareholders of commitment and the sponsor's failure to carry out the supervisory responsibilities of legal responsibility. The regulation provides that: "in the reform of non-tradable shares shareholders failed to honour its promise of making commitments, 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. Sponsor and sponsor representative fails to fulfil "the obligation of continuous 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.