Interim Administrative Measures for the Transfer of Shares of Listed Companies by State-owned Shareholders
Interim Administrative Measures for the Transfer of Shares of Listed Companies by State-owned Shareholders
Interim Administrative Measures for the Transfer of Shares of Listed Companies by State-owned Shareholders
Order of the State-owned Assets Supervision and Administration Commission and China Securities Regulatory Commission [2007] No. 19
June 30, 2007
Adopted at the Director Executive Meeting of the State-owned Assets Supervision and Administration Commission of the Sate Council and approved by the State Council, the Interim Administrative Measures for the Transfer of Shares of Listed Companies by State-owned Shareholders is hereby promulgated and shall be implemented as of July 1, 2007.
Director of the State-owned Assets Supervision Administration Commission;Li Rongrong
President of the China Securities Regulatory Commission: Shang Fulin
Appendix: Interim Administrative Measures for the Transfer of Shares of Listed Companies by State-owned Shareholders
Chapter I General Provisions
Article 1 With the goal of regulating the transfer of shares of listed companies by state-owned shareholders, promoting rational allocation of state-owned resources, preventing the loss of state-owned assets and maintaining the stability of securities market, these Measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, Interim Regulations on the Supervision and Administration of the State-owned Assets of Enterprises (Order of the State Council No.378) and other laws and administrative regulations.
Article 2 The state-owned shareholders as mentioned in these Measures refer to state-owned or state-controlled enterprises, the relevant institutions, departments, public service units and other subjects which hold shares of a listed company.
Article 3 The transfer of the shares of a listed company through securities trading system or by agreement, free transfer and indirect transfer by state-owned shareholders shall be governed by these Measures.
The transfer of shares of a listed company by wholly state-owned or state-controlled securities firms and fund management companies engaging in professional securities business shall be handled in accordance with the relevant regulations.
Article 4 Shares of a listed company to be transferred by a state-owned shareholder shall have a clearly established ownership. Shares without a clearly established ownership or with legal limitations, such as pledge, mortgage or judicial freezing, shall not be transferred.
Article 5 The transfer of shares of a listed company by state-owned shareholders shall follow the principles of openness, fairness and impartiality, comply with the provisions of the relevant laws, administrative rules and regulations, meet the national or regional industrial policy and the direction of strategic adjustments to the allocation and structure of state-owned economy, and to benefit the maintenance and appreciation of state-owned assets and the enhancement of the core competitive advantage of enterprises.
Article 6 The price of shares of a listed company to be transferred by a state-owned shareholder shall be determined according to the trading price of the shares of the listed company in the securities market.
Article 7 The transfer of shares of listed companies by state-owned shareholders shall be examined and verified by the state-owned assets supervision and administration authority of the State Council.
Where the transfer of shares of listed companies by the state-owned or state-controlled enterprises under central government, relevant institutions, departments or public service units has a major impact on the key industry or sector of national economy and the allocation and structure of state-owned economy, the state-owned assets supervision and administration authority shall report the transfer to the State Council for approval.
Where local state-owned or state-controlled enterprises, relevant institutions, departments or public service units do not own the controlling right of the listed company after the transfer of shares thereof, the state-owned assets supervision and administration authority at provincial level shall, after having been approved by the provincial government, report the transfer to the state-owned assets supervision and administration authority of the State Council for examination.
When conditions are permitted, state-owned assets supervision and administration authority of the State Council shall, according to the provisions of the Interim Regulations on the Supervision and Administration of the State-owned Assets of Enterprises, hand over the power of examining and verifying the transfer of shares of listed companies by local state-owned or state-controlled enterprises, srelevant institutions, departments or public service units to the state-owned assets supervision and administration authority at the provincial level.
Chapter II Transfer of Shares of Listed Companies through Securities Trading System by State-owned Shareholders
Article 8, The transfer of shares of listed companies by state-owned controlling shareholders through securities trading system shall, when meeting both of the following conditions, be determined by the state-owned controlling shareholders according to their internal decision-making procedure and shall be reported to the state-owned assets supervision and administration authority at provincial or above level for filing within seven working days after the transfer.
1. In the case of the listed company whose total amount of capital share is not more than 1 billion shares, the accumulated net amount of shares transferred (balance of the accumulated amount of shares transferred after deduction of the accumulated amount of increased shares, the same as blow) by state-owned controlling shareholders in three consecutive fiscal years does not amount to 5% of the total amount of capital share of the listed company; in the case of the listed company which total amount of capital share is more than 1 billion shares, the net amount of shares transferred by state-owned controlling shareholders in three consecutive fiscal years does not amount to 50 million shares or 3% of the total amount of capital share of the listed company.
2.
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