Circular on Promulgating the Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in November 2018)
Circular on Promulgating the Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in November 2018)
Circular on Promulgating the Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in November 2018)
Shang Zheng Fa [2018] No.99
November 16, 2018
All market participants,
In order to further improve the delisting system for listed companies, the Shanghai Stock Exchange (hereinafter referred to as the "SSE") has formulated the Implementing Measures of the Shanghai Stock Exchange for Compulsorily Delisting Listed Companies with Major Violations in accordance with the Decision on Revising the Several Opinions on Reforming, Improving and Strictly Enforcing the Delisting System for Listed Companies issued by the China Securities Regulatory Commission and the Stock Listing Rules of the Shanghai Stock Exchange (Revised in November 2018). Accordingly, the SSE has revised the Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in 2015). The revised Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in November 2018) (see Appendix for details), as reviewed and approved by the board of directors of the SSE and submitted to the China Securities Regulatory Commission for approval, are hereby promulgated for implementation as of the date of promulgation.
The Circular is hereby given.
Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies
(Implemented in December 2012, revised in December 2013 for the first time, revised in January 2015 for the second time, and revised in November 2018 for the third time)
Chapter I General Provisions
Article 1 The Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (hereinafter referred to as the "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, the Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and relevant laws, regulations and business rules, for the purposes of regulating the relisting of companies the listing of which is terminated (hereinafter referred to as the "delisted companies" or the "companies") on the Shanghai Exchange Stock (hereinafter referred to as the "SSE"), further improving the delisting mechanism and protecting the legitimate rights and interests of investors.
Article 2 The Measures shall apply to listed companies on the SSE that apply to the SSE for relisting of their stocks after the listing of their shares is terminated.
Where the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") or the SSE provides otherwise, such provisions shall prevail.
Article 3 The companies applying for relisting shall disclose or declare relevant information in a timely and fair manner and shall ensure that the information disclosed or declared by them is authentic, accurate and complete and is free of any false record, misleading statement or significant omission.
Directors, supervisors and senior officers of such companies shall fulfill their duties in a diligent manner, guarantee the timeliness, fairness, authenticity, accuracy and completeness of the information disclosed or declared by companies and declare that they will assume corresponding legal liabilities.
Article 4 Controlling shareholders, actual controllers, directors, supervisors and senior officers and other persons with insider information of the companies shall not disclose any insider information of such companies or engage in any insider trading or collaborate with any other person in manipulating transfer prices of the companies' shares during the planning and decision-making period related to the relisting of the companies and prior to the disclosure of relevant information.
Article 5 Sponsor institutions and their sponsor representatives shall be diligent, dutiful, honest and trustworthy, earnestly fulfill their obligations of prudent inspection and mentoring and declare that they will assume corresponding legal liabilities for the authenticity, accuracy and completeness of documents issued by them.
Article 6 Securities service agencies and personnel providing relevant documents or services for the relisting of the companies shall strictly perform their duties and declare that they will be responsible for the authenticity, accuracy and completeness of documents issued by them.
Article 7 The decision of the SSE on approving the relisting of the shares of the companies does not represent any substantive judgment on or guarantee for the investment value of such shares or earnings of investors. Investors shall bear investment risks themselves.
Chapter II Application Conditions and Acceptance Procedures
Article 8 After the shares of the listed company on the SSE are delisted, the factors causing such delisting have been removed, and the company meets the relisting conditions under the Listing Rules, the company may apply to the SSE for relisting if:
1. the total capital stocks of the company are not less than CNY50 million;
2. the quantity of public shares accounts for more than 25% of the total shares of the company. Where the total capital stocks of the company exceed CNY400 million, the quantity of public shares shall account for more than 10% of the total shares of the company;
3. in the last three years, the company and directors, supervisors and senior officers have not committed any serious illegal acts, and there is no false record in the financial reports;
4. net profits over the last three accounting years are positive with the aggregate amount exceeding CNY30 million. The lower amount of net profits before and after non-recurring gains and losses are deducted shall be used as the basis for calculation;
5. accumulative net cash flows produced in operating activities for the last three accounting years exceed CNY50 million; or accumulative operating income for the last three accounting years exceeds CNY300 million;
6. audited closing net assets for the latest accounting year are positive;
7. financial reports for the last three accounting years have been audited by the accounting firm that has issued audit reports with standard opinions without reserve;
8. there is no significant change in the main business, directors, and senior officers, and there is no change in actual controllers in the past three years;
9. the sponsor institution provides explicit opinions upon verification, confirming that the company has the capacity for sustainable operation;
10. the sponsor institution provides explicit opinions upon verification, confirming that the company has a sound governance structure of company and operating regulations and has no significant defect in respect of the internal control; and
11. other conditions stipulated by the SSE.
Article 9 The voluntarily delisted companies may apply to the SSE for relisting at any time.
Where the companies that are forced to delist apply for relisting to the SSE, their application time shall comply with the following provisions:
1. three months as of the date on which their shares enter into the National Equities Exchange and Quotations (hereinafter referred to as the "NEEQ") for transfer for the companies that are forced to delist due to market trading indexes;
2.
......
Shang Zheng Fa [2018] No.99
November 16, 2018
All market participants,
In order to further improve the delisting system for listed companies, the Shanghai Stock Exchange (hereinafter referred to as the "SSE") has formulated the Implementing Measures of the Shanghai Stock Exchange for Compulsorily Delisting Listed Companies with Major Violations in accordance with the Decision on Revising the Several Opinions on Reforming, Improving and Strictly Enforcing the Delisting System for Listed Companies issued by the China Securities Regulatory Commission and the Stock Listing Rules of the Shanghai Stock Exchange (Revised in November 2018). Accordingly, the SSE has revised the Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in 2015). The revised Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in November 2018) (see Appendix for details), as reviewed and approved by the board of directors of the SSE and submitted to the China Securities Regulatory Commission for approval, are hereby promulgated for implementation as of the date of promulgation.
The Circular is hereby given.
Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies
(Implemented in December 2012, revised in December 2013 for the first time, revised in January 2015 for the second time, and revised in November 2018 for the third time)
Chapter I General Provisions
Article 1 The Implementing Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (hereinafter referred to as the "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, the Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and relevant laws, regulations and business rules, for the purposes of regulating the relisting of companies the listing of which is terminated (hereinafter referred to as the "delisted companies" or the "companies") on the Shanghai Exchange Stock (hereinafter referred to as the "SSE"), further improving the delisting mechanism and protecting the legitimate rights and interests of investors.
Article 2 The Measures shall apply to listed companies on the SSE that apply to the SSE for relisting of their stocks after the listing of their shares is terminated.
Where the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") or the SSE provides otherwise, such provisions shall prevail.
Article 3 The companies applying for relisting shall disclose or declare relevant information in a timely and fair manner and shall ensure that the information disclosed or declared by them is authentic, accurate and complete and is free of any false record, misleading statement or significant omission.
Directors, supervisors and senior officers of such companies shall fulfill their duties in a diligent manner, guarantee the timeliness, fairness, authenticity, accuracy and completeness of the information disclosed or declared by companies and declare that they will assume corresponding legal liabilities.
Article 4 Controlling shareholders, actual controllers, directors, supervisors and senior officers and other persons with insider information of the companies shall not disclose any insider information of such companies or engage in any insider trading or collaborate with any other person in manipulating transfer prices of the companies' shares during the planning and decision-making period related to the relisting of the companies and prior to the disclosure of relevant information.
Article 5 Sponsor institutions and their sponsor representatives shall be diligent, dutiful, honest and trustworthy, earnestly fulfill their obligations of prudent inspection and mentoring and declare that they will assume corresponding legal liabilities for the authenticity, accuracy and completeness of documents issued by them.
Article 6 Securities service agencies and personnel providing relevant documents or services for the relisting of the companies shall strictly perform their duties and declare that they will be responsible for the authenticity, accuracy and completeness of documents issued by them.
Article 7 The decision of the SSE on approving the relisting of the shares of the companies does not represent any substantive judgment on or guarantee for the investment value of such shares or earnings of investors. Investors shall bear investment risks themselves.
Chapter II Application Conditions and Acceptance Procedures
Article 8 After the shares of the listed company on the SSE are delisted, the factors causing such delisting have been removed, and the company meets the relisting conditions under the Listing Rules, the company may apply to the SSE for relisting if:
1. the total capital stocks of the company are not less than CNY50 million;
2. the quantity of public shares accounts for more than 25% of the total shares of the company. Where the total capital stocks of the company exceed CNY400 million, the quantity of public shares shall account for more than 10% of the total shares of the company;
3. in the last three years, the company and directors, supervisors and senior officers have not committed any serious illegal acts, and there is no false record in the financial reports;
4. net profits over the last three accounting years are positive with the aggregate amount exceeding CNY30 million. The lower amount of net profits before and after non-recurring gains and losses are deducted shall be used as the basis for calculation;
5. accumulative net cash flows produced in operating activities for the last three accounting years exceed CNY50 million; or accumulative operating income for the last three accounting years exceeds CNY300 million;
6. audited closing net assets for the latest accounting year are positive;
7. financial reports for the last three accounting years have been audited by the accounting firm that has issued audit reports with standard opinions without reserve;
8. there is no significant change in the main business, directors, and senior officers, and there is no change in actual controllers in the past three years;
9. the sponsor institution provides explicit opinions upon verification, confirming that the company has the capacity for sustainable operation;
10. the sponsor institution provides explicit opinions upon verification, confirming that the company has a sound governance structure of company and operating regulations and has no significant defect in respect of the internal control; and
11. other conditions stipulated by the SSE.
Article 9 The voluntarily delisted companies may apply to the SSE for relisting at any time.
Where the companies that are forced to delist apply for relisting to the SSE, their application time shall comply with the following provisions:
1. three months as of the date on which their shares enter into the National Equities Exchange and Quotations (hereinafter referred to as the "NEEQ") for transfer for the companies that are forced to delist due to market trading indexes;
2.
......