Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes (Revised in 2024)
Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes (Revised in 2024)
Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes (Revised in 2024)
Announcement of the China Securities Regulatory Commission [2024] No. 9
May 24. 2024
The Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes are hereby issued and shall take effect from the date of issuance.|
Attachment 1: Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes
Article 1 These Rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies, and other laws, administrative regulations, as well as regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") to strengthen the management of shares of own company held by directors, supervisors, and senior officers of listed companies and the related changes, and to maintain order in the securities market.
Article 2 Directors, supervisors, and senior officers of listed companies shall comply with the restrictions on changes in shareholdings specified in the Company Law, the Securities Law, and other relevant laws and administrative regulations, the regulations and normative documents of the CSRC, and the rules of securities exchanges.
Directors, supervisors, and senior officers of listed companies shall strictly adhere to their commitments made regarding matters related to changes in their shareholdings.
Article 3 The term “shares of own company held by directors, supervisors, and senior officers of listed companies” refer to all shares of their own company either registered in their names or held through others' accounts. For directors, supervisors, and senior officers of listed companies engaging in margin trading and securities lending, shares of own company held by them also include shares of own company recorded in their margin trading accounts.
Article 4 Shares of own company held by directors, supervisors, and senior officers of a listed company shall not be transferred in any of the following circumstances:
(1) Within one (1) year from the date of listing of the company's shares for trading;
(2) Within six (1) months after leaving the company;
(3) When the listed company is under investigation by the CSRC or judicial authorities for a suspected securities and futures-related violation or crime, or when six months have not lapsed since it was subject to any administrative or criminal penalties;
(4) When the individual concerned is under investigation by the CSRC or judicial authorities for a suspected securities and futures-related violation or crime associated with the listed company, or when six (6) months have not lapsed since the individual was subject to any administrative or criminal penalties;
(5) When the individual has been subject to administrative penalties by the CSRC for involvement in a securities and futures-related violation and has not yet fully settle the required fine or confiscation, except as otherwise provided by laws or administrative regulations, or except where funds from the reduction in shareholdings are used to settle the fine or confiscation;
(6) When three (3) months have not lapsed since the individual was publicly reprimanded by the securities exchange for involvement in a violation associated with the listed company;
(7) When the listed company may trigger circumstances for delisting due to a major violation and is within the restricted transfer period prescribed by the securities exchange; or
(8) Other circumstances as stipulated by laws, administrative regulations, rules of the CSRC, rules of the securities exchange, or the company's articles of association.
Article 5 During their term of office determined upon assuming office, directors, supervisors, and senior officers of listed companies shall not transfer, per year, through centralized auction, block trading, transfer by agreement, or any other method, more than twenty-five percent (25%) of the total number of shares of own company held by them, except for changes in shareholdings resulting from judicial enforcement, inheritance, bequest, lawful division of property, etc.
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Announcement of the China Securities Regulatory Commission [2024] No. 9
May 24. 2024
The Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes are hereby issued and shall take effect from the date of issuance.|
Attachment 1: Administrative Rules for Shares of Own Company Held by Directors, Supervisors, and Senior Officers of Listed Companies and the Related Changes
Article 1 These Rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Interim Administrative Measures for Shareholding Reduction by Shareholders of Listed Companies, and other laws, administrative regulations, as well as regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") to strengthen the management of shares of own company held by directors, supervisors, and senior officers of listed companies and the related changes, and to maintain order in the securities market.
Article 2 Directors, supervisors, and senior officers of listed companies shall comply with the restrictions on changes in shareholdings specified in the Company Law, the Securities Law, and other relevant laws and administrative regulations, the regulations and normative documents of the CSRC, and the rules of securities exchanges.
Directors, supervisors, and senior officers of listed companies shall strictly adhere to their commitments made regarding matters related to changes in their shareholdings.
Article 3 The term “shares of own company held by directors, supervisors, and senior officers of listed companies” refer to all shares of their own company either registered in their names or held through others' accounts. For directors, supervisors, and senior officers of listed companies engaging in margin trading and securities lending, shares of own company held by them also include shares of own company recorded in their margin trading accounts.
Article 4 Shares of own company held by directors, supervisors, and senior officers of a listed company shall not be transferred in any of the following circumstances:
(1) Within one (1) year from the date of listing of the company's shares for trading;
(2) Within six (1) months after leaving the company;
(3) When the listed company is under investigation by the CSRC or judicial authorities for a suspected securities and futures-related violation or crime, or when six months have not lapsed since it was subject to any administrative or criminal penalties;
(4) When the individual concerned is under investigation by the CSRC or judicial authorities for a suspected securities and futures-related violation or crime associated with the listed company, or when six (6) months have not lapsed since the individual was subject to any administrative or criminal penalties;
(5) When the individual has been subject to administrative penalties by the CSRC for involvement in a securities and futures-related violation and has not yet fully settle the required fine or confiscation, except as otherwise provided by laws or administrative regulations, or except where funds from the reduction in shareholdings are used to settle the fine or confiscation;
(6) When three (3) months have not lapsed since the individual was publicly reprimanded by the securities exchange for involvement in a violation associated with the listed company;
(7) When the listed company may trigger circumstances for delisting due to a major violation and is within the restricted transfer period prescribed by the securities exchange; or
(8) Other circumstances as stipulated by laws, administrative regulations, rules of the CSRC, rules of the securities exchange, or the company's articles of association.
Article 5 During their term of office determined upon assuming office, directors, supervisors, and senior officers of listed companies shall not transfer, per year, through centralized auction, block trading, transfer by agreement, or any other method, more than twenty-five percent (25%) of the total number of shares of own company held by them, except for changes in shareholdings resulting from judicial enforcement, inheritance, bequest, lawful division of property, etc.
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