Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies
Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies
Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies
Order of the China Securities Regulatory Commission No. 224
May 24, 2024
The Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies, deliberated and adopted at the 1st executive meeting in 2024 of the China Securities Regulatory Commission on May 23, 2024, are hereby promulgated and shall come into force on the date of promulgation.
Wu Qing, Chairman of the China Securities Regulatory Commission
Appendix 1: Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies
(Deliberated and adopted at the 1st executive meeting of the China Securities Regulatory Commission on May 23, 2024)
Article 1 These Measures are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), and other laws and administrative regulations, to regulate the behavior of shareholders of listed companies in reducing their shareholdings, protect lawful rights and interests of investors, uphold the order of the securities market, and promote the long-term, steady and healthy development of the securities market.
Article 2 These Measures shall apply to the shareholding reduction by a shareholder holding five percent or more of the shares or the actual controller of a listed company (collectively "major shareholders"), directors, supervisors, or senior officers, as well as other shareholders reducing their holdings of the shares issued by the company prior to its initial public offering (IPO) (the "pre-IPO shares).
The shareholding reduction by major shareholders of the shares of a listed company purchased through centralized auction trading on a stock exchange shall only be subject to the provisions of Articles 4 to 8, Article 18, and Articles 28 to 30 of these Measures.
The shareholding reduction by major shareholders of the shares of a listed company acquired through participation in the IPO or public offering of shares by the listed company to unspecified or specified parties shall only be subject to the provisions of Articles 4 to 8, Articles 10, 11, 18, and Articles 28 to 30 of these Measures.
Article 3 Shareholders of a listed company may reduce their shareholdings through securities trading on a stock exchange, transfer by agreement, and other means permitted by laws and administrative regulations.
Article 4 Shareholders of a listed company shall comply with the restrictive provisions on share transfers as set forth in the Company Law, Securities Law and other relevant laws or administrative regulations, departmental rules and normative documents of the China Securities Regulatory Commission (CSRC), as well as rules of stock exchanges.
Shareholders of a listed company who have made commitments in respect of restrictions on transfer of shares shall strictly abide by such commitments.
Article 5 Shareholders of a listed company intending to reduce their shareholdings shall perform information disclosure obligations in accordance with laws, administrative regulations, these Measures, and stock exchange rules, and ensure that the information disclosed is truthful, accurate and complete.
Article 6 The reduction of shareholding by major shareholders shall be standardized, rational, and orderly, with full consideration of the interests of the listed company and minority shareholders.
A listed company shall stay informed about shareholders reducing their holdings of the company's shares and proactively provide rule reminders.
......
Order of the China Securities Regulatory Commission No. 224
May 24, 2024
The Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies, deliberated and adopted at the 1st executive meeting in 2024 of the China Securities Regulatory Commission on May 23, 2024, are hereby promulgated and shall come into force on the date of promulgation.
Wu Qing, Chairman of the China Securities Regulatory Commission
Appendix 1: Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies
(Deliberated and adopted at the 1st executive meeting of the China Securities Regulatory Commission on May 23, 2024)
Article 1 These Measures are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), and other laws and administrative regulations, to regulate the behavior of shareholders of listed companies in reducing their shareholdings, protect lawful rights and interests of investors, uphold the order of the securities market, and promote the long-term, steady and healthy development of the securities market.
Article 2 These Measures shall apply to the shareholding reduction by a shareholder holding five percent or more of the shares or the actual controller of a listed company (collectively "major shareholders"), directors, supervisors, or senior officers, as well as other shareholders reducing their holdings of the shares issued by the company prior to its initial public offering (IPO) (the "pre-IPO shares).
The shareholding reduction by major shareholders of the shares of a listed company purchased through centralized auction trading on a stock exchange shall only be subject to the provisions of Articles 4 to 8, Article 18, and Articles 28 to 30 of these Measures.
The shareholding reduction by major shareholders of the shares of a listed company acquired through participation in the IPO or public offering of shares by the listed company to unspecified or specified parties shall only be subject to the provisions of Articles 4 to 8, Articles 10, 11, 18, and Articles 28 to 30 of these Measures.
Article 3 Shareholders of a listed company may reduce their shareholdings through securities trading on a stock exchange, transfer by agreement, and other means permitted by laws and administrative regulations.
Article 4 Shareholders of a listed company shall comply with the restrictive provisions on share transfers as set forth in the Company Law, Securities Law and other relevant laws or administrative regulations, departmental rules and normative documents of the China Securities Regulatory Commission (CSRC), as well as rules of stock exchanges.
Shareholders of a listed company who have made commitments in respect of restrictions on transfer of shares shall strictly abide by such commitments.
Article 5 Shareholders of a listed company intending to reduce their shareholdings shall perform information disclosure obligations in accordance with laws, administrative regulations, these Measures, and stock exchange rules, and ensure that the information disclosed is truthful, accurate and complete.
Article 6 The reduction of shareholding by major shareholders shall be standardized, rational, and orderly, with full consideration of the interests of the listed company and minority shareholders.
A listed company shall stay informed about shareholders reducing their holdings of the company's shares and proactively provide rule reminders.
......