上市公司回购社会公众股份管理办法（试行） Administration of Repurchase of Public Shares by Listed Companies Procedures (T

listed in the share repurchase proposal under Article 13 hereof；

　　（2） a statement on whether the directors， supervisors and senior management personnel of the listed company sold or purchased the shares of the listed company during the six months prior to the announcement of the resolution on repurchase of the shareholders‘ general meeting and whether they have， independently or jointly with other parties， engaged in insider trading or market manipulation；

　　（3） the conclusive opinion issued by the independent financial advisor on the share repurchase；

　　（4） the conclusive opinion issued by the law firm on the share repurchase； and

　　（5） other matters that shall be stated.

　　If the share repurchase is conducted by means of an offer， the method and procedure for preliminary acceptance of the offer by the shareholders， the method and procedure for withdrawal of preliminary acceptance of the offer by the shareholders， and the name and contact details of the securities company that is entrusted by the shareholders with matters such as making and withdrawal of preliminary acceptance， settlement， transfer of ownership and registration of the repurchase by offer shall also be disclosed.

　　Article 22　The legal opinion issued by a law firm on the share repurchase of the listed company shall include the following particulars：

　　（1） whether the share repurchase of the company meets the conditions stipulated herein；

　　（2） whether the company has completed the statutory procedures for the share repurchase； where the share repurchase involves the approval of other competent authorities， whether such approval has been obtained；

　　（3） whether the company has performed the relevant information disclosure obligations in connection with the share repurchase in accordance with the provisions hereof；

　　（4） whether the source of funds of the company for the share repurchase is in compliance with laws and regulations； and

　　（5） other matters that shall be stated.

　　Article 23　If the CSRC has not raised any objection within 10 working days of acceptance of the share repurchase record filing materials of the lis

ted company， the listed company may implement the repurchase plan.

　　If the share repurchase is conducted by means of centralized price competition， the listed company shall announce the repurchase report within five working days of receipt of the no-objection letter from the CSRC. If the repurchase is conducted by means of an offer， the listed company shall announce the repurchase within two working days of receipt of the no-objection letter and announce the repurchase report before implementing the repurchase plan.

　　The listed company shall， at the time of announcement of the repurchase report， announce the legal opinion together.

　　Article 24　The listed company shall， before implementing the repurchase plan， open with the securities registration and clearing institution a special repurchase account monitored by the stock exchange. Such account may only be used in repurchasing the shares of the company. The repurchased shares shall be locked and may not be sold.

　　Article 25　The listed company shall implement the repurchase plan within the validity of the repurchase period.

　　If the listed company fails to implement the repurchase plan three months before the expiration of the repurchase period， the board of directors shall make an announcement of the reasons therefor.

　　Article 26　If the repurchase period has expired or the implementation of the repurchase plan has been completed， the company shall stop the repurchase， cancel the special repurchase account， make an announcement of the change in the shares of the company within two working days， and shall cancel the repurchased shares in accordance with the law within ten days and complete the procedures for change in industry and commercial registration.

　　PART FOUR： SPECIAL PROVISIONS FOR SHARE REPURCHASE BY WAY OF CENTRALIZED PRICE COMPETITION

　　Article 27　Listed companies shall， in accordance with the relevant provisions of the stock exchange and the securities registration and clearing institution， entrust a securities company with securities brokerage business qualification to handle the relevant matters of share repurchase.

　　Article 28　During the period of share repurchase， the listed company shall， within the first three trading days of each month， announce the progress of the repurchase as at the end of the preceding month， including the total number of shares repurchased， the highest and lowest purchase prices and the total amount paid.

　　Whenever the shares repurchased by the listed company by way of centralized price competition increases by 1% in the percentage of the total share capital of the listed company， the listed company shall make an announcement within two trading days of the occurrence thereof.

　　Article 29　If the repurchase period has expired or the implementation of the repurchase plan has been completed， the listed company shall disclose in the share change report the total number of shares repurchased， the highest and lowest purchase prices and the total amount paid.

　　PART FIVE　SPECIAL PROVISIONS FOR SHARE REPURCHASE BY WAY OF OFFER

　　Article 30　If a listed company repurchases shares by way of an offer， the offer price may not be lower than the arithmetic mean of the daily weighted average price of that class of shares in the 30 trading days prior to the announcement of the repurchase report.

　　Article 31　If the listed company repurchases shares by way of an offer， it shall， at the same time of announcement of the repurchase report， deposit the total funds required for the repurchase into the bank account designated by the securities registration and clearing institution.

　　The offer period may not be less than 30 days or more than 60 days.

　　Article 32　If the listed company repurchases shares by way of an offer and the number of shares tendered by shareholders during preliminary acceptance is greater than the number o

f shares proposed to be repurchased， the listed company shall repurchase the shares tendered by the shareholders during preliminary acceptance in the same proportion. If the number of shares tendered by shareholders during preliminary acceptance is less than the number of shares proposed to be repurchased， the listed company shall repurchase all of the shares tendered by shareholders during preliminary acceptance.

　　Article 33　If a listed company repurchases domestically listed foreign shares by way of an offer， it shall comply with the relevant provisions of the business rules of the stock exchange and the securities registration and clearing institution.

　　PART SIX　REGULATORY MEASURES AND LEGAL LIABILITY

　　Article 34　If a listed company fails to carry out record filing in accordance with the provisions hereof， the CSRC has the power to demand suspension or termination of its share repurchase activities， and shall impose penalty on the company and its relevant responsible persons in accordance with the law.

　　Article 35　If the listed company makes any false record， misleading representation or major omission in the share repurchase， the CSRC shall order rectification and impose penalty on the company and its relevant responsible persons in accordance with the law.

　　Article 36　If anyone engages in fraud， market manipulation or insider trading through share repurchase by listed companies， the CSRC shall impose penalty in accordance with the law. If the case constitutes a criminal offence， it shall be handed over to the judicial authority for investigation and handling in accordance with the law.

　　Article 37　If a relevant professional institution that issues opinion on the share repurchase by a listed company fails to perform its due diligence obligations， and the professional opinion issued by it contains false record， misleading representation or major omission， the CSRC shall adopt such measures as regulatory discussion， issuance of warning letter and order of rectification on the relevant professional institution and the signatories. If the case is serious， the CSRC may suspend or revoke their business qualification.

　　PART SEVEN　SUPPLEMENTARY PROVISIONS

　　Article 38　These Procedures shall be effective as of the date of promulgation

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