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

le 20　If a purchaser gains or possibly gains actual control of a listed company as a result of a Change of Shareholdings， he shall， in accordance with provisions of the Administration of the Takeover of Listed Companies Procedures， submit a listed company takeover report to the CSRC and the duplicates thereof to the CSRC agency at the place where the listed company is located and the stock exchange， notify the listed company and make an announcement.

　　Article 21　If a transfer by agreement results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， an Information Disclosure Obligor shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three workings days of the date of execution of the share transfer agreement.

　　Article 22　If an administrative transfer results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， an Information Disclosure Obligor shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three working days of the date of receipt of the notice of the authority directly in charge of State-owned equity consenting to the transfer.

　　Article 23　If a court ruling results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， the applicant for enforcement of the ruling shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three working days of the date on which his share transfer application is confirmed by the stock exchange.

　　Article 24　Where a change of person controlling shares through lawful means other than securities transactions conducted on a stock exchange results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， the Information Disclosure Obligor shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three working days of the date of occurrence of the Change of Shareholdings.

　　Article 25　Where an Information Disclosure Obligor is required to submit a Change of Shareholdings Report again due to a Change of

Shareholdings， he may provide report and announcement only to the sections that differ from those of the previous report.

　　Article 26　If a reduction of share capital in the listed company results in a Change of Shareholdings in relation to an Information Disclosure Obligor as specified in Article 15， Article 16， Article 17 or Article 18 hereof， the Information Disclosure Obligor is exempt from submitting a Change of Shareholdings Report.

　　Where the listed company reduces its share capital， it shall make an announcement in respect of the Change of Shareholdings resulting from such reduction within two working days of the date of completion of registration of the change.

　　Article 27　Where a shareholder is an institution that engages in securities registration and custody services according to law， it shall be exempt from submitting a Change of Shareholdings Report when it holds shares for the purposes of securities registration and custody services.

　　Article 28　If a share transfer involves the shares held by a State-authorized institution or requires administrative examination and approval， the relevant parties shall announce the relevant decision within three working days of the date of receipt of the notice of the relevant competent authority consenting to the transfer.

　　Article 29　An Information Disclosure Obligor shall make an announcement regarding matters of change in ownership within two working days of the date of registration of the change in ownership of the shares.

　　If the Information Disclosure Obligor fails to complete the procedures for change in ownership of the shares within 30 days of the announcement on the Change of Shareholdings， he shall immediately make an announcement and state the reasons therefor， and shall make an announcement again every 30 days during the period in which the procedures for change in ownership of the shares are not completed.

　　Article 30　If an Information Disclosure Obligor that has published a Change of Shareholdings Report is in any of the following circumstances， he shall make an announcement of the fact within two working days of the occurrence thereof， and is not required to terminate purchase or sale of the shares in that company or submit a Change of Shareholdings Report again：

　　1. each 1% increase or reduction in the issued shares of the listed company held by him through centralized trading at competing prices on the stock exchange；

　　2. a change of persons acting in concert； or

　　3. other circumstances specified by the CSRC or the stock exchange.

　　Article 31　A listed company shall periodically verify information on Change of Shareholdings with the securities registration and clearing institution and make a report thereof to the stock exchange in a timely manner.

　　Article 32　If， before the information on a Change of Shareholdings is disclosed according to law， such information has already circulated in the media or there is irregularity in the trading of shares in the company， the board of directors of the listed company shall immediately make inquiries to the relevant shareholder， and the relevant shareholder shall reply in writing and the listed company shall make an announcement， in a timely manner.

　　Article 33　An Information Disclosure Obligor shall disclose the information relating to a Change of Shareholdings in at least one of the media designated by the CSRC. If the information is also disclosed in other media， such disclosure shall be consistent in content with， and be made no earlier in timing than， the disclosure in the designated media.

　　PART FOUR　SUPERVISORY MEASURES AND LEGAL LIABILITY

　　Article 34　If an Information Disclosure Obligor fails to perform the relevant obligations pursuant to the provisions hereof， he shall rectify the matter on his own initiative. If he fails to make rectifications， the stock exchange shall handle the ma

tter in accordance with its operational rules， and the securities registration and clearing institution shall suspend the registration for change in ownership of shares in accordance with its operational rules. If he refuses to make rectifications， the CSRC shall order him to rectify the matter. If the matter constitutes illegal securities activities， legal liability shall be pursued according to law.

　　Article 35　If the information disclosed by an Information Disclosure Obligor contains any falsehoods， misleading statements or major omissions， he shall rectify the matter on his own initiative. If he fails to make rectifications， the stock exchange shall handle the matter in accordance with its operational rules， and the securities registration and clearing institution shall suspend the registration for change in ownership of shares in accordance with its operational rules. If he refuses to make rectifications， the CSRC shall order him to rectify the matter. If the matter constitutes illegal securities activities， legal liability shall be pursued according to law.

　　Article 36　If an Information Disclosure Obligor fails to disclose information according to provisions and is suspected to be involved in insider trading， market manipulation or other fraudulent acts， the matter shall be investigated and handled by the CSRC.

　　During the period in which the Information Disclosure Obligor is investigated for acts mentioned in the preceding paragraph， the Information Disclosure Obligor may not appoint directors， supervisors or senior management personnel of the relevant listed company.

　　PART FIVE　SUPPLEMENTARY PROVISIONS

　　Article 37　For the purposes of these Procedures， the term “relationship of affiliated parties” shall have the same meaning given to the same term in the Ministry of Finance， Disclosure of Relationships and Transactions between Affiliated Parties for Enterprise Accounting Guidelines.

　　Article 38　These Procedures shall be implemented as of 1 December 2002

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