上市公司非流通股股份转让业务办理实施细则 Rules for the Implementation of Handling the Transfer Business of Non-circulati

（Shanghai Stock Exchange， Shenzhen Stock Exchange， and the China Securities Depository Clearing Corporation， January 3rd， 2005）

颁布日期：20050103 　实施日期：20050103 　颁布单位：中国结算公司

　　Article 1 For the purpose of regulating the transfer business of non-circulation shares （hereinafter referred to as the shares） of listed companies， further clarifying the handling procedures， the present rules for the implementation are formulated jointly by the Shanghai Stock Exchange， Shenzhen Stock Exchange （hereinafter referred to in general as Stock Exchange） and China Securities Depository and Clearing Corporation Limited （hereinafter referred to as the Clearing Corporation） in accordance with the Rules for Handling the Transfer Business of Non-circulation Shares of Listed Companies （hereinafter referred to as the Rules）。

　　Article 2 In case a shareholder makes an application for transferring shares to Stock Exchange or disclosing any share transfer information， he shall inquire the records of shareholding， transferable shares and share alteration first at the Clearing Corporation or any of its designated agencies. The following documents shall be submitted when making an inquiry：

　　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 its business license and its photocopy， （if the legal person has been written off， it shall provide the testimonial of write-off registration of the former legal person as issued by the license issuing agency and its photocopy）， certificate of a legal representative， the photocopy of the identity testimonial of the legal representative， power of attorney of the legal representative， the effective identity certification documents of the handler and the photocopy thereof. An overseas legal person shall provide effective certification documents of business registration， power of attorney of the board of directors or the executive director， the certification documents indicating that the authorizer has the right to make authorization， the photocopy of the effective identity certification documents of the authorizer， the effective identity certification documents of the handler and the photocopy thereof. A natural person shall provide his identity card， a power of attorney and the identity certification of the handler and the photocopy thereof that has been notarized in case that he entrusts others to handle as his agent. The same below）。

　　The Clearing Corporation shall make formal examination on the aforesaid documents， and issue share certification documents to the shareholder if the documents accord with the provisions.

　　Article 3 Where a shareholder plans to transfer shares by way of disclosing any share transfer information or in case the share transfer involves takeover of listed companies， the shareholder shall file an application for temporary custody on the shares to be transferred while making the inquiry of shares， and submit the following documents：

　　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 custody of shares to the shareholder in case the documents comply with the provisions.

　　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 of justice takes mandatory enforcement measures

on the shares， the temporary custody on the corresponding shares shall be rescinded automatically.

　　Except for the circumstances as prescribed in the preceding paragraph， a shareholder shall submit the following documents when filing the application for rescinding temporary custody on shares：

　　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 information；

　　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 to the shareholder if the documents accord with the provisions and notify the Stock Exchange.

　　Article 5 A shareholder shall submit the following documents when filing application for disclosing share transfer information to the Stock Exchange：

　　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 is involved；

　　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 information if the documents comply with the provisions.

　　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 shall be determined within one to six months upon the application of the shareholder.

　　Article 7 A shareholder who proposes to withdraw or terminate the share transfer by way of disclosing share transfer information to the Stock Exchange shall submit an application for withdrawal or termination.

　　The Stock Exchange shall make a decision on whether or not to approve the application for withdrawal or termination after making formal examination on the application.

　　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； in case the shareholder who holds less than 1% of the shares makes an application for assignment， he shall transfer all the shares he holds to a single assignee once for all.

　　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 Exchange when filing an application for confirmation on the share transfer：

　　1. Application form for confirmation of share transfer；

　　2. The share certification documents issued by the Clearing Corporation or any agen

cy designated by it and covered by the special seal of the Clearing Corporation for inquiry or accompanied with the special seal of the designated agencies for opening accounts， and a confirmation letter for temporary custody of shares if necessary；

　　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 the Clearing Corporation （which shall be based on the payment stipulations of the share transfer agreement）；

　　7. Where any information disclosure obligation is involved， the public notice on share transfer of this time that has been disclosed by the fiduciary of information disclosure （including but not limited to the Report on Alteration of Shareholding by Shareholders of Listed Companies， and the Report of Takeover of Listed Companies）；

　　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 the listed company shall be presented；

　　（2） Where any state-owned share is involved， or any state-owned enterprise or any enterprise whose shares are controlled by the state assigns， accepts or transfers any of the non-state-owned shares of a listed company， the documents of approval of the state-owned assets supervision and administration institution or the relevant documents for defining

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