中国证券监督管理委员会令第11号

（Promulgated¹ by the China Securities Regulatory Commission on 28 September 2002 and effective as of 1 December 2002.）

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 formulated² in accordance with the Company Law， the Securities Law and other laws and related administrative³ regulations in order to standardize⁴ 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 lawful⁶ rights and interests of investors⁸ 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 investor⁷ 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 strictly⁹ perform his information disclosure obligations in accordance with the provisions hereof. The information disclosed by him shall be truthful¹⁰， accurate and complete， and may not contain any falsehoods， misleading statements or major omissions¹¹.

　　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 divulge¹² 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 shareholders¹⁴.

　　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 registration¹⁵ and clearing institutions shall carry out routine supervision¹⁶ 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 shareholder¹³， a person controlling shares or persons acting¹⁷ 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 equity¹⁸ 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 affiliated¹⁹ parties， expand their controlling ratio of the shares in a listed company or consolidate²⁰ 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 joint²¹ proposal， joint recommendation of a director and appointment of proxy²² without indication of voting intention， except public solicitation²³ of proxies²⁴.

　　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 custody²⁵ 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.

　　Article 11　An Information Disclosure Obligor shall calculate the shares held by him and the shares controlled by him in the same listed company collectively.

　　An Information Disclosure Obligor that holds or controls any issued convertible²⁶ corporate²⁷ bonds of a listed company shall， during the period when the convertible corporate bonds are convertible， calculate the shares that he is entitled to convert and the shares held or controlled by him in the same listed company collectively.

　　PART THREE　CHANGE OF SHAREHOLDINGS REPORT AND ANNOUNCEMENT

　　Article 12　Where an Information Disclosure Obligor performs his information disclosure obligations in accordance with the provisions hereof， he shall submit a Change of Shareholdings in Listed Company Report （a Change of Shareholdings Report） to the stock exchange.

　　The obligor referred to in the preceding paragraph shall， at the same time as he submits the Change of Shareholdings Report， submit the same to the CSRC and the duplicates thereof to the CSRC agency at the place where the listed company is located， notify the listed company and make an announcement.

　　The contents and format⁵ of a Change of Shareholdings Report shall be stipulated²⁸ by the CSRC separately.

　　Article 13　Where there are more than one Information Disclosure Obligor， they may agree in writing on one of them to be responsible for the overall preparation of the Change of Shareholdings Report provided that each Information Disclosure Obligor signs and affixes²⁹ his seal on the Change of Shareholdings Report.

　　Each Information Disclosure Obligor shall assume liability for the information concerning himself in the Change of Shareholdings Report. With regard to the information in the Change of Shareholdings Report concerning more than one Information Disclosure Obligor， each Information Disclosure Obligor shall assume joint and several liability for the relevant parts.

　　Article 14　A Change of Shareholdings Report shall contain the following particulars：

　　1. the name and domicile of the Information Disclosure Obligor；

　　2. the name of the listed company；

　　3. the change in the shares held or controlled by the Information Disclosure Obligor；

　　4. the manner in which the Change of Shareholdings is carried out；

　　5. the transactions in relation to the shares in the listed company carried out by the Information Disclosure Obligor during the last six months； and

　　6. other matters that the CSRC or the stock exchange requires to be included.

　　Article 15　When an investor holds or controls up to 5% of the issued shares of a listed company， the investor shall， in accordance with the provisions hereof， perform information disclosure obligations and submit a Change of Shareholdings Report within three working days of the date of occurrence of such fact.

　　During the time period specified³⁰ above， the investor may not buy or sell the shares in the listed company again.

　　Article 16　Where an investor anticipates that the issued shares of a listed company he holds or controls will exceed 5%， he shall， in accordance with the provisions hereof， perform information disclosure obligations and submit a Change of Shareholdings Report.

　　Before an announcement is made thereof， the investor may not buy or sell the shares in the listed company again.

　　Article 17　An Information Disclosure Obligor that holds or controls more than 5% of the issued shares in a listed company shall， every time when a Change of Shareholdings reaches 5%， submit a Change of Shareholdings Report within three working days of the date of the occurrence of such fact.

　　From the date on which reporting obligation arises to two workings after an announcement is made， the Information Disclosure Obligor may not buy or sell the shares in the listed company again.

　　Article 18　If an Information Disclosure Obligor that holds or controls more than 5% of the issued shares in a listed company anticipates a Change of Shareholdings of more than 5% in the issued shares of the listed company， he shall submit a Change of Shareholdings Report.

　　From the date on which reporting obligation arises to two working days after an announcement is made， the Information Disclosure Obligor may not buy or sell the shares in the listed company again.

　　Article 19　If a Change of Shareholdings in relation to an Information Disclosure Obligor is less than 5% but results in the shares held or controlled by him falling below 5% of the issued shares in the listed company， the Information Disclosure Obligor shall make an announcement within three working days of the occurrence of such fact and is exempt³¹ from submitting a Change of Shareholdings Report.

　　Article 20　If a purchaser gains or possibly gains actual control of a listed company as a result of a Change of Shareholdings， he shall， in accordance with provisions of the Administration of the Takeover of Listed Companies Procedures， submit a listed company takeover report to the CSRC and the duplicates thereof to the CSRC agency at the place where the listed company is located and the stock exchange， notify the listed company and make an announcement.

　　Article 21　If a transfer by agreement results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， an Information Disclosure Obligor shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three workings days of the date of execution of the share transfer agreement.

　　Article 22　If an administrative transfer results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， an Information Disclosure Obligor shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three working days of the date of receipt of the notice of the authority directly in charge of State-owned equity consenting to the transfer.

　　Article 23　If a court ruling results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， the applicant³² for enforcement of the ruling shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three working days of the date on which his share transfer application is confirmed by the stock exchange.

　　Article 24　Where a change of person controlling shares through lawful means other than securities transactions conducted on a stock exchange results in a Change of Shareholdings as specified in Article 16 or Article 18 hereof， the Information Disclosure Obligor shall perform the relevant obligations in accordance with Article 16 or Article 18 hereof within three working days of the date of occurrence of the Change of Shareholdings.

　　Article 25　Where an Information Disclosure Obligor is required to submit a Change of Shareholdings Report again due to a Change of Shareholdings， he may provide report and announcement only to the sections that differ from those of the previous report.

　　Article 26　If a reduction of share capital in the listed company results in a Change of Shareholdings in relation to an Information Disclosure Obligor as specified in Article 15， Article 16， Article 17 or Article 18 hereof， the Information Disclosure Obligor is exempt from submitting a Change of Shareholdings Report.

　　Where the listed company reduces its share capital， it shall make an announcement in respect of the Change of Shareholdings resulting from such reduction within two working days of the date of completion of registration of the change.

　　Article 27　Where a shareholder is an institution that engages in securities registration and custody services according to law， it shall be exempt from submitting a Change of Shareholdings Report when it holds shares for the purposes of securities registration and custody services.

　　Article 28　If a share transfer involves the shares held by a State-authorized institution or requires administrative examination and approval， the relevant parties shall announce the relevant decision within three working days of the date of receipt of the notice of the relevant competent authority consenting to the transfer.

　　Article 29　An Information Disclosure Obligor shall make an announcement regarding matters of change in ownership within two working days of the date of registration of the change in ownership of the shares.

　　If the Information Disclosure Obligor fails to complete the procedures for change in ownership of the shares within 30 days of the announcement on the Change of Shareholdings， he shall immediately make an announcement and state the reasons therefor， and shall make an announcement again every 30 days during the period in which the procedures for change in ownership of the shares are not completed.

　　Article 30　If an Information Disclosure Obligor that has published a Change of Shareholdings Report is in any of the following circumstances， he shall make an announcement of the fact within two working days of the occurrence thereof， and is not required to terminate purchase or sale of the shares in that company or submit a Change of Shareholdings Report again：

　　1. each 1% increase or reduction in the issued shares of the listed company held by him through centralized trading at competing prices on the stock exchange；

　　2. a change of persons acting in concert； or

　　3. other circumstances specified by the CSRC or the stock exchange.

　　Article 31　A listed company shall periodically verify information on Change of Shareholdings with the securities registration and clearing institution and make a report thereof to the stock exchange in a timely manner.

　　Article 32　If， before the information on a Change of Shareholdings is disclosed according to law， such information has already circulated in the media or there is irregularity in the trading of shares in the company， the board of directors of the listed company shall immediately make inquiries³³ to the relevant shareholder， and the relevant shareholder shall reply in writing and the listed company shall make an announcement， in a timely manner.

　　Article 33　An Information Disclosure Obligor shall disclose the information relating to a Change of Shareholdings in at least one of the media designated by the CSRC. If the information is also disclosed in other media， such disclosure shall be consistent in content with， and be made no earlier in timing³⁴ than， the disclosure in the designated media.

　　PART FOUR　SUPERVISORY MEASURES AND LEGAL LIABILITY

　　Article 34　If an Information Disclosure Obligor fails to perform the relevant obligations pursuant to the provisions hereof， he shall rectify³⁵ the matter on his own initiative. If he fails to make rectifications， the stock exchange shall handle the matter in accordance with its operational rules， and the securities registration and clearing institution shall suspend the registration for change in ownership of shares in accordance with its operational rules. If he refuses to make rectifications， the CSRC shall order him to rectify the matter. If the matter constitutes illegal securities activities， legal liability shall be pursued according to law.

　　Article 35　If the information disclosed by an Information Disclosure Obligor contains any falsehoods， misleading statements or major omissions， he shall rectify the matter on his own initiative. If he fails to make rectifications， the stock exchange shall handle the matter in accordance with its operational rules， and the securities registration and clearing institution shall suspend the registration for change in ownership of shares in accordance with its operational rules. If he refuses to make rectifications， the CSRC shall order him to rectify the matter. If the matter constitutes illegal securities activities， legal liability shall be pursued according to law.

　　Article 36　If an Information Disclosure Obligor fails to disclose information according to provisions and is suspected to be involved in insider trading， market manipulation or other fraudulent acts， the matter shall be investigated and handled by the CSRC.

　　During the period in which the Information Disclosure Obligor is investigated for acts mentioned in the preceding paragraph， the Information Disclosure Obligor may not appoint directors， supervisors³⁶ or senior management personnel of the relevant listed company.

　　PART FIVE　SUPPLEMENTARY³⁷ PROVISIONS

　　Article 37　For the purposes of these Procedures， the term “relationship of affiliated parties” shall have the same meaning given to the same term in the Ministry³⁸ of Finance， Disclosure of Relationships and Transactions between Affiliated Parties for Enterprise Accounting³⁹ Guidelines.

　　Article 38　These Procedures shall be implemented⁴⁰ as of 1 December 2002.

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