Exchange, issued a document: the 11 holdings are standard blocking flaws patched

管理 / 2018-08-01

12, the two major exchanges in Shanghai and Shenzhen respectively holdings of shares issued implementation rules answer investor asked a series of problems encountered in the reduction of a clear, including 11 cases in whole or in part is expressly applicable lessening regulation, and another several cases clearly NA reduction of new regulations。  Jun fund 'holdings of shares of listed companies shareholders and directors, supervisors and senior management of the implementation details related matters A. Investors ask (B) "from the provisions of the Shenzhen Stock Exchange 16, the situation is still combing the 11 kinds of all or part of the applicable minus applicable hold new regulations, including the holdings of major shareholders of shares to less than 5%, supporting the financing of listed companies to issue shares, employee stock ownership plan, the specific holdings of shares, the transfer agreement, mixed ownership, judicial enforcement, gift shares, consistent action, rules issued before leaving rules, rules before the implementation of the reduction, illegal by the Commission to initiate an investigation would not affect holdings, etc.。  11 holdings patches as follows: 1, holdings of major shareholders to below 5%, and under what circumstances to comply with new regulations?  2, issue shares to buy assets and supporting financing issued, or not to comply with new regulations?  4,4 forms ESOP holdings of shares, specifically how to comply with new regulations?  As shown in Figure 6, to take transfer agreement means lessening, how the new rules apply?  7, the transfer of certain shares of the agreement, the proportion of underweight how to comply with restrictions?  8, how to determine the mixed ownership holdings of the shareholders which part?  9, when the judicial enforcement of the provisions of the new regulations is how?  10, investors share the gift, the donor, recipient holdings successor not to comply with new regulations?  11, holdings not to comply with the new regulations between investors and persons acting in concert?  14, "Rules" underweight before the release whether to merge calculated retroactively?  15, "Rules" before the release, the major shareholder illegal to initiate an investigation or not to comply with new regulations?  The Shanghai Stock Exchange holdings answers to the new regulations are as follows: May 27, 2017, the Commission promulgated the "listed company shareholders, directors, supervisors and high stock holdings of certain provisions" (CSRC Announcement [2017] No. 9, hereinafter referred to as "Notice No. 9"), supporting the Shanghai stock exchange issued the "Shanghai stock exchange listed company shareholders and directors, supervisors, senior executives holdings of shares Rules" (hereinafter referred to as the "Rules")。"Rules" is an important part of the basis of the securities market system construction, but also "according to the law, a comprehensive, strict" important regulatory initiatives, the guide rational investment, to protect the interests of investors and maintain market order, have important, long-term significance。Since the "Rules" implementation, shareholders and directors, supervisors holdings orderly, transparent, market holdings were generally steady; "bridge" loophole blocked on the holdings, holdings of the Shanghai Stock Exchange block trading day 2.200 million yuan, compared with the "rules" before the implementation day 3.700 million yuan fell by 41%; directors, supervisors and high "desperate" situation eased holdings, the Shanghai Stock Exchange average daily holdings of directors, supervisors 0 after the "rules" Implementation.1.2 billion yuan, compared with the "rules" issued before the day 0.1.7 billion yuan fell by 31.42%。  Since the "rules" promulgated, listed companies, members and investors attention on the "rules" of how to understand and apply more consultation proposed。After careful study of the Shanghai Stock Exchange sort, and report to China Securities Regulatory Commission, on January 12 released "Shanghai Stock Exchange listed company shareholders and directors, supervisors, senior executives holdings of shares Implementing Rules Questions (a)" (hereinafter referred to as " Q holdings (a) "), the parties to answer questions of the market, to facilitate information disclosure of listed companies to do the work, to ensure that shareholders and directors, supervisors and senior law compliance holdings。  "Underweight Q (a)" content includes four aspects: First, how to apply special business "rules" issues, including the issue of shares to buy assets and supporting financing issued shares, employee stock ownership plan, equity incentive, judicial enforcement, equity pledge agreement executed, gifts, etc.。  Second, the interpretation of specific provisions of the "rules", including the holdings of major shareholders to less than 5% of the transaction and how to apply centralized auction block trading days in any 90 consecutive reduction limit on how specific the holdings of major shareholders of shares or specific transfer agreement applicable "rules" mixed ownership holdings order, etc.。  The third is the "new old" issue "rules" of implementation, including the "rules" exist ban underweight situation before release, directors, supervisors and high turnover, large transactions and other subsequent reduction。  Fourth, with regard to other issues。Including transfers between the persons acting in concert would constitute holdings, B shares, H shares if applicable, etc.。  The Shanghai Stock Exchange will continue to focus on issues related to "Bulletin No. 9" and "rules" of implementation, increased supervision, to further standardize the behavior of holdings of shares related to the subject。For the reduction of illegal conduct regulation found, to take timely regulatory measures or disciplinary action; the circumstances are serious, submitted to the Commission investigation。  Attached original (red for all or part of the applicable applicable): on the "holdings of shares Implementing Rules of Shenzhen Stock Exchange listed company shareholders and directors, supervisors and senior management personnel" on matters related to investor A. Q (b) a major shareholder according to "Rules" reduce its stake to less than 5%, how to apply Article IV "Rules", Article V, "any 90 consecutive calendar days" of?  A: The big shareholders in accordance with "Rules" holdings of shares by centralized auction trading, block trading, protocol transfer, etc. to less than 5%, from its stake holdings to less than 5% from the date of 90 calendar days, by focusing on auction transactions, block trades continue to reduce, and still should comply with "Rules" provisions relating to holdings of major shareholders。Holdings of major shareholders to less than 5%, but still the controlling shareholder, should also comply with "Rules" provisions relating to holdings of major shareholders。Holdings of major shareholders to less than 5%, but the shares held by a particular, specific holdings of the shares should still comply with "Rules" provisions related to specific shareholders holdings。  Second, a listed company in accordance with the "significant asset restructuring of listed companies management approach", issued shares to buy assets and supporting financing shares issued, whether the provisions of "Rules" and "non-public offering of shares of listed companies," which investors underweight how applicable class of shares "Rules"?  A: The listed company in accordance with the "significant asset restructuring of listed companies management approach", the issue of shares to buy assets and supporting financing public offering of shares in the process of Central Africa, are "non-public offering of shares of listed companies," the provisions of the "Rules"; investors holdings of such shares, the reduction shall apply "Rules" in the relevant non-public offering of shares。  Third, investors are underweight due to equity incentive shares available, how to apply the provisions of "Rules" of?  A: Investors holdings due to equity incentive shares acquired, NA "Rules" provisions on specific holdings of shares。But investors is a large shareholder provisions of the "Rules" or as a listed company directors, supervisors and high, and still should comply with "Rules" on the holdings of major shareholders, directors, supervisors reduction provisions。  4. The provisions, ESOP holdings of shares, and how to apply the "Rules" of?  A: Single ESOP holding more than 5%, or constitute the controlling shareholder for "Rules" on the holdings of major shareholders of provisions。  ESOP shares from listed companies to subscribe non-public offering of shares, should also comply with "Rules" provisions on non-public offering of shares of holdings。  ESOP shares from shareholders of the gift, the gift behavior applies "Rules" provisions of the agreement on the transfer of holdings, but the "Rules" except as provided in Article VI of the proportion of the relevant transferee, the transfer price lower limit of the first paragraph; after the gift, the gift of shareholders no longer have a large shareholder or gift subject to specific shares, shareholders gift, subsequent reduction of employee stock ownership plan shall abide by second and third paragraphs of Article VI relating to the reduction of the proportion of "Rules" information disclosure requirements。  Employees hold its own shares held by the ESOP shares of listed companies, the merger is not calculated in the holdings of shares, but employees and employee stock ownership plan except for concerted action constitutes。  Fifth, preferred stock holdings of the applicability of the provisions of "Rules" of?  A: The preferred shares are not included in the total number of shares of the company, its holdings do not apply the provisions of "Rules" of。  Sixth, the "Rules" provides that holdings of major shareholders or shareholders holdings to take specific transfer agreement means, such as the reduction of the transferor no longer have a large shareholder or holdings subject to specific shares of the transferor, transferee continue to comply with "Rules" concerning the reduction ratio requirement within six months, how specific should be performed?  A: The major shareholders take the contract transfer, no longer has holdings of major shareholders after the identity of the transferor, the transferee shall, within six months, to abide by any 90 consecutive calendar days of holdings of shares by centralized auction trading the total shall not exceed 1% of the total shares, ie 1% of the share holdings amount, respectively, and to fulfill the corresponding obligation of information disclosure。Transferee holding more than 5% or a controlling shareholder, or as directors, supervisors, and should also comply with "Rules" on the holdings of major shareholders, directors, supervisors reduction provisions。  Shareholders holdings of shares by a specific contract transfer, the transferor, the transferee shall, within six months, to abide by the provisions of any 90 consecutive calendar days of holdings of shares by centralized auction total may not exceed 1% of the total number of company shares , i.e. reduction of 1% of the common amount。Transferee holding more than 5% or a controlling shareholder, or as directors, supervisors, and should also comply with "Rules" on the holdings of major shareholders, directors, supervisors reduction provisions。  Seven major shareholders whether the shares are transferred, the agreement to abide by the transferor, transferee to continue to observe the restrictions proportion of holdings within six months?  A: According to paragraph 2 of Article 10, "certain provisions", holdings of major shareholders their holdings of shares in particular by means of contract transfer, the transferor, the transferee shall abide within six months of any consecutive 90 natural day auction by focusing on holdings of shares in total shall not exceed 1% of the total shares, ie 1% share of the quota reduction。Transferee holding more than 5% or a controlling shareholder, or as directors, supervisors, and should also comply with "Rules" on the holdings of major shareholders, directors, supervisors reduction provisions。  Eight, for both hold in accordance with the "Rules" should be subject to restrictions of stock holdings, holdings and holds no restrictions mixed holdings of shares, at the time of reduction by means of contract transfer, it is how to determine which shareholders holdings a stake?  A: The reduction by means of contract transfer, in accordance with the following principles to identify the nature of the shareholders holdings of shares: First priority the reduction of holdings of shares not subject to prescribed limits; the second is before the initial public offering of shares deemed to take precedence over non-listed companies public offering of shares were underweight。  In addition, through block trades transferee in accordance with the "Rules" should be subject to restrictions and holdings of shares held for less than six months, the investor shall not be underweight transfer by agreement。  Nine, judicial enforcement, the implementation of the transfer of shares involved in the share pledge agreement, how to apply the provisions of "Rules" of?  A: For judicial enforcement and execution of the share pledge agreement, should apply "Rules", respectively, according to the specific implementation。Through the centralized auction trading executed for "Rules" on the reduction of centralized auction trading regulations。Through block trades executed for "Rules" provisions holdings of large transactions。By judicial deduct, transfer and other transfer of non-trading, apply mutatis mutandis "Rules" provisions of the agreement on the transfer of holdings, but the "Rules" the provisions of Article 6, paragraph except with regard to the proportion of the transferee, the transfer price floor; after the transfer, over the side no longer has a majority shareholder is the subject of a specific identity or transfer of shares, over the side, over the party's subsequent reduction should comply with "Rules" Article 6.2, third paragraph related holdings to scale, information disclosure。  Ten, investors gift of shares, how to apply the provisions of "Rules" of?  A: Investors gift of shares, apply mutatis mutandis "Rules" provisions of the agreement on the transfer of holdings, but the "Rules" on the provisions of the first paragraph, except the ratio of the transferee, the transfer price floor of Article VI。After the donation, the donor is no longer a large shareholder or gift is the subject of a specific stock, the donor, recipient holdings should comply with the subsequent paragraphs 2 and 3 of Article VI relating to the reduction of the proportion of "Rules" information disclosure requirements。  XI between investors and concerted action to take large transactions, agreements or transfers transfer of shares, if applicable provisions of "Rules"?  A: between investors and concerted action to take large transactions, agreements or transfers the transfer of shares deemed holdings of shares, also need to comply with "Rules"。Constitute major shareholders, specific reduction of shareholders or DSSM Reduction, respectively, for "Rules" regulations。  XII before "Rules" release, major shareholders holdings, holdings of the shareholders to take specific large transactions, and whether follow-up related to the reduction behavior applies to "Rules" the relevant provisions?  A: Before the "Rules" release, major shareholders holdings, holdings of certain shareholders to take large transactions of "Rules" not be applied retroactively, and the aforementioned transactions shall not transfer the transferee is not subject to six months let limit of shares。  XIII, directors, supervisors and high turnover before "Rules" released its follow-reduction behavior is applicable "Rules" the relevant provisions?  A: The directors, supervisors and high turnover before "Rules" issued, the reduction behavior after leaving NA "Rules" the relevant provisions of the directors, supervisors holdings, but still large shareholders or holders of certain shares shall abide "Rules" the relevant provisions。  Fourteen, "Rules" provides investors holdings of listed non-public offering of shares through the centralized auction trading, within 12 months after the expiry of the time limit restrictions on the transfer of shares, shall not exceed the number of holdings held by the non-public 50% of the shares issue, then, for the reduction before the "Rules" Do you want to publish aggregated retrospective?  A: The need。After the "Rules" issued for listed companies to lift restrictions on sale under 12 months of non-public offering of shares, and it shall comply with the provisions within 12 months the number of "Rules" by focusing on auction total holdings of investors underweight shall not exceed its holdings of the non-public offering of shares of 50% of requirements。  Specific operations, which need to calculate the reduction in the number of the merged before "Rules" Publish reduction of the number of "Rules" Publish。That is, the former holdings of "Rules" issued retroactively need to be aggregated, namely: "Rules" issued by centralized auction trading before investors holdings reach or exceed the number of non-public offering of its shares 50 %, the "Rules" after the release may not continue to reduce until the lifting of restrictions on sale 12 months; "Rules" publish the non-public issue of shares before investors through centralized auction trading shares they hold less than its holdings 50%, investors can continue to reduce, but from the date of lifting the restrictions on sale of non-public offering within 12 months through centralized auction total reduction amount shall not exceed the number of shares held by 50%。  Fifth, "Rules" issued before the listed company and its major shareholders, directors, supervisors and illegal circumstances as prescribed "Rules" appears high, the "Rules" whether to publish subject prohibits the reduction of compliance?  A: The listed company and its major shareholders, directors, supervisors before "Rules" release, appeared on suspicion of securities and futures criminal investigation China Securities Regulatory Commission filing, or by the judicial investigation or administrative punishment, criminal judgments, public during condemnation "Rules" 9, Article 10, Article XI of the illegal situation, "Rules" after the release of still filing or administrative penalties, criminal sentence, publicly condemned under the prescribed time limit or company the company has yet to resume listing or termination of listing, the need to comply with the relevant body of "Rules" shall not reduce its stake provisions。  Sixteen, "Rules" after the release of the Institute "SME board listed companies standardize operational guidelines" on page 3.8.3 and 3.8.Paragraph 14, and "further regulate GEM directors, supervisors and senior management of the company's shares trading behavior of notice" of the two plates listed company directors, supervisors and other high-cut restrictions shares of the company, and also whether need to perform?  A: According to the provisions of the second paragraph of Article 19 of the "Rules", "Rules" are no longer issued after the implementation of the "SME board listed companies standardize operational guidelines" on page 3.8.3 and 3.8.Paragraph 14, and "further regulate GEM directors, supervisors and senior management of the company's shares trading behavior of notice" of the relevant provisions。