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中国证券监督管理委员会令第11号

(Promulgated by the China Securities Regulatory Commission on 28 September 2002 and effective as of 1 December 2002.) (来源:最老牌的英语学习网站 http://www.EnglishCN.com)

颁布日期:20020928  实施日期:20021201  颁布单位:中国证券监督管理委员会

  PART ONE GENERAL PROVISIONS

  Article 1 These Procedures are formulated in accordance with the Company Law, the Securities Law and other laws and related administrative regulations in order to standardize disclosure of information on the change of shareholdings in listed companies, supervise performance of parties with obligations of information disclosure on the change of shareholdings in listed companies as required, protect the lawful rights and interests of investors and safeguard the normal order of the securities market.

  Article 2 For the purposes of these Procedures, the term “change of shareholdings in listed companies” (Change of Shareholdings) shall mean a change or possible change in the number of shares held by an investor in a listed company through securities transactions conducted on the stock exchange or, where there has been no change in the number of shares held by the investor, a change or possible change in the number of shares controlled by the investor in the listed company through lawful means other than securities transactions conducted on the stock exchange.

  Article 3 A party with information disclosure obligations on Change of Shareholdings shall strictly perform his information disclosure obligations in accordance with the provisions hereof. The information disclosed by him shall be truthful, accurate and complete, and may not contain any falsehoods, misleading statements or major omissions.

  Before the information on the Change of Shareholdings is disclosed in accordance with law, the party with information disclosure obligations and other informed persons shall not divulge the relevant information by any means.

  Article 4 No one may use a Change of Shareholdings to harm the lawful rights and interests of a listed company and its shareholders.

  No one may use a Change of Shareholdings for the purposes of insider trading, market manipulation or other fraudulent acts.

  Article 5 The China Securities Regulatory Commission (CSRC) shall supervise and administer information disclosure on Change of Shareholdings in accordance with law.

  Stock exchanges and securities registration and clearing institutions shall carry out routine supervision and administration of information disclosure on Change of Shareholdings pursuant to the duties delegated by the CSRC and their operational rules.

  PART TWO PARTIES WITH INFORMATION DISCLOSURE OBLIGATIONS FOR CHANGE OF SHAREHOLDINGS

  Article 6 For the purposes of these Procedures, the term “parties with information disclosure obligations for Change of Shareholdings” (Information Disclosure Obligors) shall mean a shareholder, a person controlling shares or persons acting in concert that shall perform information disclosure obligations in accordance with the provisions hereof as a result of a change or possible change in the number of shares held or controlled by him or them in a listed company reaching a prescribed percentage.

  Article 7 The term “a shareholder” shall refer to a natural person, legal person or other organization that is registered in the shareholder register of a listed company.

  Article 8 The term “a person controlling shares” shall refer to a natural person, legal person or other organization that controls the shares held by another person in a listed company that are not registered under its name through any lawful means other than securities transactions conducted on the stock exchange, such as equity control relationship, agreement or other arrangement.

  Article 9 The term “persons acting in concert” shall refer to two or more natural persons, legal persons or other organizations that, by way of any lawful means such as agreement, cooperation or relationship of affiliated parties, expand their controlling ratio of the shares in a listed company or consolidate their controlling status in a listed company, and make the same declaration of intention when exercising voting rights in respect of the listed company.

  For the purposes of the preceding paragraph, “making the same declaration of intention” includes circumstances such as joint proposal, joint recommendation of a director and appointment of proxy without indication of voting intention, except public solicitation of proxies.

  Article 10 Persons acting in concert shall, as of the date of formation of the acting-in-concert relationship, apply to the securities registration and clearing institution for temporary custody of all the shares held or controlled by each of them in the company. The period of temporary custody shall not be less than six months.

 
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