Several Provisions on the Stock-selling by Shareholders, Directors, Supervisors and Senior Management of Listed Companies

Several Provisions on the Stock-selling by Shareholders, Directors, Supervisors and Senior Management of Listed Companies
[Lexis China Comments]
According to the Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies (Order of the China Securities Regulatory Commission No. 224), this document has been repealed.

Several Provisions on the Stock-selling by Shareholders, Directors, Supervisors and Senior Management of Listed Companies

Announcement of the China Securities Regulatory Commission [2017] No.9

May 26, 2017

The Several Provisions on the Stock-selling by Shareholders, Directors, Supervisors and Senior Management of Listed Companies are hereby promulgated for implementation as of the date of implementation.

Several Provisions on the Stock-selling by Shareholders, Directors, Supervisors and Senior Management of Listed Companies

Article 1 The Several Provisions on the Stock-selling by Shareholders, Directors, Supervisors and Senior Management of Listed Companies (hereinafter referred to as the "Provisions") are formulated in accordance with the relevant provisions of the Company Law and the Securities Law, in order to standardize the stock-selling behaviors of shareholders, directors, supervisors and senior management of listed companies and promote the long-term stable and healthy development of the securities market.

Article 2 The Provisions shall apply to the stock-selling by controlling shareholders and shareholders holding 5% or above stocks (hereinafter collectively referred to as the "major shareholders") and directors, supervisors and senior management of listed companies, as well as the sale by shareholders of pre-initial public offering (IPO) stocks of companies and privately issued stocks of listed companies.
The Provisions shall not apply to the sale of stocks of listed companies bought through call auction on stock exchanges.

Article 3 Shareholders, directors, supervisors and senior management of listed companies shall abide by the Company Law, the Securities Law and the relevant laws and regulations, the rules and normative documents of the China Securities Regulatory Commission, as well as the restrictive provisions on the transfer of stocks in the rules of stock exchanges.
Shareholders, directors, supervisors and senior management of listed companies shall strictly abide by the promises they make, if any, in respect of restrictions on the transfer of stocks.

Article 4 Shareholders, directors, supervisors and senior management of listed companies may sell stocks through securities transactions on stock exchanges, and transfer them by agreement or other means as permitted by laws and regulations.
Stock-selling due to judicial enforcement, execution of equity pledge agreements, gifts, exchangeable debt equity swaps, stocks equity swaps or other reasons shall be subject to the Provisions.

Article 5 A shareholder, director, supervisor or senior management member of a listed company who intends to sell stocks shall, in accordance with laws, regulations and the Provisions, as well as the rules of the relevant stock exchange, perform the information disclosure obligation in an authentic, accurate, complete and timely manner.

Article 6 Under any of the following circumstances, a major shareholder of a listed company shall not sell stocks:
1.
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