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

the nature shall be presented；

　　（3） Where any share transferred by any foreign investor is involved， the documents of approval of the Ministry of Commerce shall be presented；

　　（4） Where the alteration of share structure of the shareholders of any listed company in the bank category reaches or exceeds 5% of the total capital， the documents of approval of the China Banking Regulatory Commission shall be presented；

　　（5） Where the alteration of share structure of the shareholders of any listed company in the insurance category reaches or exceeds 10% of the total capital， the documents of approval of the China Insurance Regulatory Commission shall be presented；

　　（6） In the event of takeover of any listed company， the documents of unanimity of the China Securities Regulatory Commission shall be provided； in case any obligation of takeover offer is touched off， the documents of exemption of offer in takeover or the documents of unanimity of offer in takeover of the China Securities Regulatory Commission shall also be presented；

　　（7） With respect to other share transfer that shall be carried out upon the administrative examination and approval， the documents of approval of the relevant competent department shall also be presented.

　　9. Other documents that shall be submitted as required by the Stock Exchange.

　　The Stock Exchange shall make formal examination on the documents in the preceding paragraph， and make confirmation on those complying with the provisions within 3 workdays after receipt of the application.

　　Article 11 After an application for share transfer is confirmed by the Stock Exchange， both parties of the share transfer shall submit the following documents besides the documents as prescribed in items （3） through （8） of paragraph one of Article 10 when handling the procedures of registration of share transfer at the Clearing Corporation：

　　1. The application form for transfer registration；

　　2. A confirmation letter for share transfer as issued by the Stock Exchange；

　　3. The certificate of payment by foreign investors in case the share transfer

of foreign investors is involved； and

　　4. Other documents as required by the Clearing Corporation.

　　The Clearing Corporation shall conduct a formal examination on the documents as mentioned in the preceding paragraph， and handle the procedures of share transfer registration for those complying with the provisions within 3 workdays after accepting the application， and issue a confirmation letter for transfer registration to the assignee.

　　Article 12 Where the procedures of share transfer is handled concerning the enforcement of judicial rulings， the department of justice shall make inquiry on the shares to the Clearing Corporation at first， and then deal with the share transfer confirmation to the Stock Exchange， and after the Stock Exchange has given confirmation， it shall handle the transfer registration procedures at the Clearing Corporation.

　　The department of justice shall submit the following documents when handling the procedures of confirmation of share transfer in judicial rulings at the Stock Exchange：

　　1. Notice and ruling letters in writing for assisting enforcement；

　　2. Judgment letter （conciliation document） or order of payment， arbitration award， notarized certificate of creditor's rights， etc.；

　　3. Recommendation letters of the department of justice， certificate of law enforcement or employee's card of law enforcement personnel；

　　4. Certification documents of shares issued by the Clearing Corporation； and

　　5. Other documents as required by the Stock Exchange.

　　The Stock Exchange shall conduct a formal examination on the documents in the preceding paragraph， and make confirmation on those complying with the provisions within 3 workdays after receipt of the application.

　　After the share transfer in the judicial rulings has been confirmed by the Stock Exchange， the department of justice shall， when handling the procedures for transfer registration of shares at the Clearing Corporation， submit the documents as prescribed in items （1） through （3） of paragraph two of this Article， as well as a confirmation letter of share transfer issued by the Stock Exchange.

　　The Clearing Corporation shall make formal examination on the aforesaid documents and handle the procedures for transfer registration of shares on those complying with the provisions within 3 workdays after receipt of the application， and release an acknowledgement of receipt of service to the department of justice.

　　Article 13 In case any natural person applies for handling share transfer due to inheritance， donation， property division according to law （for example， divorce， dividing family property due to separation for living apart， etc.） or any legal person files an application for handling share transfer due to dissolution， bankruptcy， order to close down according to law or other reasons， the relevant parties concerned shall make inquiry on the shares to the Clearing Corporation at first， and then file an application for confirmation of share transfer at the Stock Exchange； after the Stock Exchange has given confirmation， he/she shall handle the procedures for transfer registration at the Clearing Corporation.

　　The following documents shall be submitted to the Stock Exchange when handling the share transfer confirmation of the preceding paragraph：

　　1. The application form for share transfer confirmation；

　　2. The certification documents of shares issued by the Clearing Corporation；

　　3. The certification documents of share ascription. If the share transfer is caused by inheritance， donation or property division according to law （for example， divorce， dividing family property due to separation for living apart， etc.）， the documents on the inheritance， donation or property division that have been notarized shall be provided. In case the share transfer is caused by dissolution， bankruptcy， or order to close do

wn according to law of the shareholder， and in case there is a liquidation group， the share transfer agreement， certification documents of the formation of the liquidation group， the certification documents of the person-in-charge of the liquidation group and the power of attorney of the person-in-charge of the liquidation group， etc.， which are issued by the liquidation group shall be presented； in case there is no liquidation group， the certification documents on the share ascription that have been notarized （the contents of notarization shall include， but not be limited to， the name of the applicant and the former legal person， number of business license， the relationship between the applicant and the former legal person， the reasons for share alteration， and ascription of shares， etc.） or the effective legal documents of the people's courts shall be provided；

　　4. The effective identity certification documents of the relevant parties and a photocopy thereof， the securities account card and a photocopy thereof； and

　　5. Other documents as required by the Stock Exchange.

　　The Stock Exchange shall make formal examination on the aforesaid documents and make confirmation on the application that complies with the provisions within 3 workdays after accepting the application.

　　After the application for share transfer has been confirmed by the Stock Exchange， both parties of the share transfer shall submit the following documents besides those as prescribed in items （3） and （4） of paragraph two of this Article when handling the procedures of share transfer registration at the Clearing Corporation：

　　1. The application form for transfer registration；

　　2. The share transfer confirmation letter issued by the Stock Exchange； and

　　3. Other documents as required by the Clearing Corporation.

　　The Clearing Corporation shall make formal examination on the aforesaid documents， and handle the procedures for share transfer for those complying with the provisions within 3 workdays after receipt of the application， and issue a confirmation letter for transfer registration to the assignee.

　　Article 14 The relevant provisions on handling share transfers by a securities company shall be formulated separately.

　　Article 15 Charging fees for share transfers shall be carried out in accordance with the relevant provisions

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