上市公司股东持股变动信息披露管理办法 Administration of Disclosure of Information on the Change of Shareholdings in Lis

中国证券监督管理委员会令第11号

（Promulgated by the China Securities Regulatory Commission on 28 September 2002 and effective as of 1 December 2002.）

颁布日期：20020928 　实施日期：20021201 　颁布单位：中国证券监督管理委员会

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures are formulated in accordance with the Company Law， the Securities Law and other laws and related administrative regulations in order to standardize disclosure of information on the change of shareholdings in listed companies， supervise performance of parties with obligations of information disclosure on the change of shareholdings in listed companies as required， protect the lawful rights and interests of investors and safeguard the normal order of the securities market.

　　Article 2　For the purposes of these Procedures， the term “change of shareholdings in listed companies” （Change of Shareholdings） shall mean a change or possible change in the number of shares held by an investor in a listed company through securities transactions conducted on the stock exchange or， where there has been no change in the number of shares held by the investor， a change or possible change in the number of shares controlled by the investor in the listed company through lawful means other than securities transactions conducted on the stock exchange.

　　Article 3　A party with information disclosure obligations on Change of Shareholdings shall strictly perform his information disclosure obligations in accordance with the provisions hereof. The information disclosed by him shall be truthful， accurate and complete， and may not contain any falsehoods， misleading statements or major omissions.

　　Before the information on the Change of Shareholdings is disclosed in accordance with law， the party with information disclosure obligations and other informed persons shall not divulge the relevant information by any means.

　　Article 4　No one may use a Change of Shareholdings to harm the lawful rights and interests of a listed company and its shareholders.

　　No one may use a Change of Shareholdings for the purposes of insider trading， market manipulation or other fraudulent acts.

　　Article 5　The China Securities Regulatory Commission （CSRC） shall supervise and administer information disclosure on Change of Shareholdings in accordance with law.

　　Stock exchanges and securities registration and clearing institutions shall carry out routine supervision and administration of information disclosure on Change of Shareholdings pursuant to the duties delegated by the CSRC and their operational rules.

　　PART TWO　PARTIES WITH INFORMATION DISCLOSURE OBLIGATIONS FOR CHANGE OF SHAREHOLDINGS

　　Article 6　For the purposes of these Procedures， the term “parties with information disclosure obligations for Change of Shareholdings” （Information Disclosure Obligors） shall mean a shareholder， a person controlling shares or persons acting in concert that shall perform information disclosure obligations in accordance with the provisions hereof as a result of a change or possible change in the number of shares held or controlled by him or them in a listed company reaching a prescribed percentage.

　　Article 7　The term “a shareholder” shall refer to a natural person， legal person or other organization that is registered in the shareholder register of a listed company.

　　Article 8　The term “a person controlling shares” shall refer to a natural person， legal person or other organization that controls the shares held by another person in a listed company that are not registered under its name through any lawful means other than securities transactions conducted on the stock exchange， such as equity control relationship， agreement or other arrangement.

　　Article 9　The term “persons acting in concert” shall refer to two or more natural persons， legal persons or other organizations

that， by way of any lawful means such as agreement， cooperation or relationship of affiliated parties， expand their controlling ratio of the shares in a listed company or consolidate their controlling status in a listed company， and make the same declaration of intention when exercising voting rights in respect of the listed company.

　　For the purposes of the preceding paragraph， “making the same declaration of intention” includes circumstances such as joint proposal， joint recommendation of a director and appointment of proxy without indication of voting intention， except public solicitation of proxies.

　　Article 10　Persons acting in concert shall， as of the date of formation of the acting-in-concert relationship， apply to the securities registration and clearing institution for temporary custody of all the shares held or controlled by each of them in the company. The period of temporary custody shall not be less than six months.

　　Article 11　An Information Disclosure Obligor shall calculate the shares held by him and the shares controlled by him in the same listed company collectively.

　　An Information Disclosure Obligor that holds or controls any issued convertible corporate bonds of a listed company shall， during the period when the convertible corporate bonds are convertible， calculate the shares that he is entitled to convert and the shares held or controlled by him in the same listed company collectively.

　　PART THREE　CHANGE OF SHAREHOLDINGS REPORT AND ANNOUNCEMENT

　　Article 12　Where an Information Disclosure Obligor performs his information disclosure obligations in accordance with the provisions hereof， he shall submit a Change of Shareholdings in Listed Company Report （a Change of Shareholdings Report） to the stock exchange.

　　The obligor referred to in the preceding paragraph shall， at the same time as he submits the Change of Shareholdings Report， submit the same to the CSRC and the duplicates thereof to the CSRC agency at the place where the listed company is located， notify the listed company and make an announcement.

　　The contents and format of a Change of Shareholdings Report shall be stipulated by the CSRC separately.

　　Article 13　Where there are more than one Information Disclosure Obligor， they may agree in writing on one of them to be responsible for the overall preparation of the Change of Shareholdings Report provided that each Information Disclosure Obligor signs and affixes his seal on the Change of Shareholdings Report.

　　Each Information Disclosure Obligor shall assume liability for the information concerning himself in the Change of Shareholdings Report. With regard to the information in the Change of Shareholdings Report concerning more than one Information Disclosure Obligor， each Information Disclosure Obligor shall assume joint and several liability for the relevant parts.

　　Article 14　A Change of Shareholdings Report shall contain the following particulars：

　　1. the name and domicile of the Information Disclosure Obligor；

　　2. the name of the listed company；

　　3. the change in the shares held or controlled by the Information Disclosure Obligor；

　　4. the manner in which the Change of Shareholdings is carried out；

　　5. the transactions in relation to the shares in the listed company carried out by the Information Disclosure Obligor during the last six months； and

　　6. other matters that the CSRC or the stock exchange requires to be included.

　　Article 15　When an investor holds or controls up to 5% of the issued shares of a listed company， the investor shall， in accordance with the provisions hereof， perform information disclosure obligations and submit a Change of Shareholdings Report within three working days of the date of occurrence of such fact.

　　During the time period specified above， the investor may not buy or sell the shares in the listed

company again.

　　Article 16　Where an investor anticipates that the issued shares of a listed company he holds or controls will exceed 5%， he shall， in accordance with the provisions hereof， perform information disclosure obligations and submit a Change of Shareholdings Report.

　　Before an announcement is made thereof， the investor may not buy or sell the shares in the listed company again.

　　Article 17　An Information Disclosure Obligor that holds or controls more than 5% of the issued shares in a listed company shall， every time when a Change of Shareholdings reaches 5%， submit a Change of Shareholdings Report within three working days of the date of the occurrence of such fact.

　　From the date on which reporting obligation arises to two workings after an announcement is made， the Information Disclosure Obligor may not buy or sell the shares in the listed company again.

　　Article 18　If an Information Disclosure Obligor that holds or controls more than 5% of the issued shares in a listed company anticipates a Change of Shareholdings of more than 5% in the issued shares of the listed company， he shall submit a Change of Shareholdings Report.

　　From the date on which reporting obligation arises to two working days after an announcement is made， the Information Disclosure Obligor may not buy or sell the shares in the listed company again.

　　Article 19　If a Change of Shareholdings in relation to an Information Disclosure Obligor is less than 5% but results in the shares held or controlled by him falling below 5% of the issued shares in the listed company， the Information Disclosure Obligor shall make an announcement within three working days of the occurrence of such fact and is exempt from submitting a Change of Shareholdings Report.

　　Artic

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