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The Shanghai Stock Exchange (SSE) hereby notifies the following issues, in a bid to carry out the “Regulations on Shareholding Lessening of List Company’s Major Shareholders, Directors, Supervisors and Senior Managers” (the Regulations for short), standardize the shareholding lessening by listed company’s controlling shareholder and shareholders who hold over 5% shares in the company (collectively called as the major shareholders) as well as directors, supervisors and senior managers, and specify the regulatory requirements.
1. From January 9, 2016, any listed company’s major shareholders shall not totally lessen holding of more than 1% of the company’s issued shares in the auctions on the stock exchange within any 3 consecutive months.
2. Any listed company’s major shareholders shall abide by the requirements in the Regulations, if they continue to lessen holding of the company’s shares got by them in other ways after lessening holding of the shares bought by them on the secondary market.
The relevant requirements in the Regulations, such as those for the pre-disclosure of shareholding lessening and the limit on the proportion of shareholding lessening, shall not be applicable if the major shareholders lessen holding of the company’s shares bought by them on the secondary market.
The abovementioned shares bought on the secondary market refer to the shares bought through the SSE auction system or the SSE block trading system.
3. When a listed company’s major shareholders lessen holding of RMB-dominated ordinary shares (A shares) or RMB-dominated special shares (B shares), the total issued shares related to the proportion of shareholding lessening shall be the total of A shares, B shares and H shares (shares listed on Hong Kong Exchanges and Clearing Limited).
4. If a listed company’s major shareholders carry out shareholding lessening by way of contractual transfer, a single transferee’s receiving proportion shall not be lower than 5%. The lower limit of the transfer price range shall be subject to the regulations on block trading, unless otherwise provided by the laws, regulations, department rules and the SSE business rules.
5. If a listed company’s major shareholders carry out shareholding lessening by way of contractual transfer, any transferor or transferee holding less than 5% shares after the shareholding lessening shall continue to observe Articles 8 and 9 in the Regulations within 6 months after the shareholding lessening; any transferor or transferee holding 5% shares or above after the shareholding lessening shall abide by the Regulations after the shareholding lessening.
6. The SSE shall, according to the pre-disclosure of the shareholding lessening plan, the plan’s implementation and the contractual transfer by the listed company’s major shareholders, directors, supervisors and senior managers, periodically carry out aftermath check on their shareholding lessening. For any violations, they shall be dealt with in accordance with the provisions in the Regulations and the SSE business rules.
