Circular on Promulgating the Implementing Rules of the Shanghai Stock Exchange for the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies

Circular on Promulgating the Implementing Rules of the Shanghai Stock Exchange for the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies
[Lexis China Comments]
According to the Circular on Issuing the Guidelines No. 15 of the Shanghai Stock Exchange for Self-regulation of Listed Companies — Reduction of Shareholding by Shareholders, Directors, Supervisors and Senior Officers (Shang Zheng Fa [2024] No. 72), this document has been repealed.


Circular on Promulgating the Implementing Rules of the Shanghai Stock Exchange for the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies

Shang Zheng Fa [2017] No.24

May 27, 2017

All listed companies,

Recently, the China Securities Regulatory Commission ("CSRC") has revised and promulgated the Several Provisions on the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies (Announcement of the China Securities Regulatory Commission [2017] No.9). In accordance with such Provisions, the Shanghai Stock Exchange (hereinafter referred to as the "SSE") has formulated the Implementing Rules of the Shanghai Stock Exchange for the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies (hereinafter referred to as the "Implementing Rules", see the Appendix for details), which are promulgated upon approval by the CSRC for implementation as of the date of promulgation. The relevant matters are hereby notified as follows:

I. All companies please properly carry out publicity and education for the Implementing Rules, and remind the relevant shareholders, directors, supervisors and senior management to strictly abide by the Implementing Rules. It should be particularly noted that after the promulgation of the Implementing Rules, where a controlling shareholder or shareholder holding 5% or more of shares or a director, supervisor or senior management member of a listed company who plans to sell shares through call auction shall, 15 trading days prior to the initial sale, report the plan for selling shares to the SSE and release an announcement.

II. Before completing the joint commissioning with the technical systems of securities companies, the SSE will, in accordance with the relevant interim arrangements, handle the sale of shares by shareholders through block trade in accordance with the Implementing Rules.

III. The SSE supervises the sale of shares by shareholders, directors, supervisors and senior management. If any violation is found, regulatory measures shall be taken or disciplinary penalties shall be imposed in accordance with the business rules; if the circumstances are serious, the violation shall be reported to the CSRC for investigation and punishment.

IV. In case of any questions in the course of the implementation of the Implementing Rules, please consulate with the SSE in writing.

The Circular is hereby given.

Implementing Rules of the Shanghai Stock Exchange for the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies

Article 1 The Implementing Rules of the Shanghai Stock Exchange on the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies (hereinafter referred to as the "Rules") are formulated in accordance with the relevant provisions of the Company Law, the Securities Law, the Several Provisions on the Sale of Shares by Shareholders, Directors, Supervisors and Senior Management of Listed Companies of the China Securities Regulatory Commission, and the Stocks Listing Rules and the Trading Rules of the Shanghai Stock Exchange ("SSE"), in order to standardize the behaviors of selling shares by shareholders, directors, supervisors and senior management of listed companies on the SSE, maintain the market order, and protect the legitimate rights and interests of investors.

Article 2 The Rules shall apply to the following sale of shares:
1.
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