.jpg)
In order to further confirming the regulatory requirements and business operation of shareholding lessening by a major shareholder through block trading mentioned in the "Some Regulations on Shareholding Lessening by Listed Company's Shareholders, Directors, Supervisors, or Senior Executives" and the "SSE Detailed Rules on Shareholding Lessening by Listed Company's Shareholders, Directors, Supervisors, or Senior Executives" (shortened to the "Detailed Rules" hereinafter), the Shanghai Stock Exchange (SSE) hereby notifies of relevant issues and requirements as follows:
1. Block trading of special shares and shares other than the special shares should be applied for through different channels. If a listed company's major shareholder lessens holding of special shares, it should submit application data of shareholding lessening through block trading on the application interface for lessening holding of special shares through block trading in the SSE block trading system; in the case of lessening holding of shares other than the special shares, application data of shareholding lessening through block trading should be submitted on the general application interface (shortened to the general interface hereinafter) in the SSE block trading system.
2. The recognition of lessening holding of shares other than the special shares through block trading: if a major shareholder simultaneously holds shares bought by auction and shares bought by other ways excluding auction (shortened to the controlled shares hereinafter) and holding of the above shares is lessened through the general interface, it is deemed as giving priority to lessening holding of the controlled shares within the stipulated shareholding lessening proportion, and it is deemed as giving priority to lessening holding of the shares bought through block trading outside the stipulated shareholding lessening proportion.
3. The responsibilities of the parties in the block trading of shares other than the special shares:
(1) The transferor
If a major shareholder lessens shareholding through the general interface, it should abide by Article 5 in the "Detailed Rules" to notify the entrusted member and the transferee of the block trading as to the to-be-sold shares' number, nature, kind and price; if the to-be-sold shares include the controlled shares, it should abide by an array of regulations such as the number limit for a major shareholder's shareholding lessening through block trading in the "Detailed Rules".
(2) The transferee
If an investor receives shares of which holding is to be lessened by a major shareholder through the general interface, it should abide by Article 5 in the "Detailed Rules" to notify the entrusted member of the block trading as to the to-be-received shares' number, nature, kind and price; if the to-be-received shares include the controlled shares, it should abide by an array of regulations such as that a transferee should not transfer the shares received within 6 months after receiving the shares mentioned in the "Detailed Rules".
(3) The member entrusted by transferor
The member entrusted by transferor should urge the transferor to implement the obligation of notifying information about the to-be-sold shares, check whether the to-be-sold shares include the controlled shares or not and whether relevant regulations in the "Detailed Rules" are observed, and properly reserve the remark document about share information submitted by the transferor. If a transferor fails to implement the obligation of notification or is suspected of violating relevant regulations in the "Detailed Rules", the member should not accept the entrusted trading application submitted to the SSE block trading system.
(4) The member entrusted by transferee
The member entrusted by transferee should urge the transferee to implement the obligation of notifying information about the to-be-received shares. If involving the controlled shares, the member should require the transferee to promise in a written form not to transfer within 6 months after receiving and properly reserve the remark document about share information and the written promise submitted by the transferee. If the transferee fails to implement the obligation of notification or refuses to issue a promise, the member should not accept the entrusted trading application submitted to the SSE block trading system.
4. Other issues: if a major shareholder lessens holding of special shares through block trading, it should be subject to the "Detailed Rules" and other relevant regulations of the SSE. If an institution renting Participants Business Units trades through the general interface, it should fulfill relevant obligations according to the Notice.
5. The Notice shall come into force since the date of issue.
