Circular on Seeking Public Comments on the Business Guidelines for the Disclosure of Information on Takeovers and Variations in the Equity of Listed Companies (Draft for Comment)

Circular on Seeking Public Comments on the Business Guidelines for the Disclosure of Information on Takeovers and Variations in the Equity of Listed Companies (Draft for Comment)
Circular on Seeking Public Comments on the Business Guidelines for the Disclosure of Information on Takeovers and Variations in the Equity of Listed Companies (Draft for Comment)

Announcement of the Shanghai Stock Exchange [2018] No.14

April 13, 2018

To regularize the disclosure of information on takeovers and variations in the equity of listed companies, improve the quality of information disclosure and safeguard investors' right to know, the Shanghai Stock Exchange (hereinafter referred to as the "SSE") has drafted the Business Guidelines for the Disclosure of Information on Takeovers and Variations in the Equity of Listed Companies (Draft for Comment) (hereinafter referred to as the "Guidelines", see the appendix). The Guidelines are hereby published for public consultation. Any opinions or suggestions may be sent to the SSE in writing or by email by May 13, 2018.

Contact address: SSE's No.1 Department of Regulation of Listed Companies, Shanghai Stock Exchange Building, No. 528 Pudong South Road, Pudong New Area, Shanghai, 200120; fax: 021-68811782; email: listing@sse.com.cn.

The circular is hereby given.

Business Guidelines for the Disclosure of Information on Takeovers and Variations in the Equity of Listed Companies (Draft for Comment)

Chapter I General Provisions

Article 1 For the purpose of regularizing the disclosure of information on takeovers and variations in the equity of listed companies, improving the quality of information disclosure and safeguarding investors' lawful rights and interests, these Guidelines are formulated in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Administrative Measures for the Takeover of Listed Companies (hereinafter referred to as the "Takeover Measures") and other applicable laws and regulations, as well as the SSE's relevant business rules, including the Rules of the Shanghai Stock Exchange for the Listing of Shares (hereinafter referred to as the "Listing Rules").

Article 2 The party obligated to disclose information on takeovers and variations in the equity of a listed company, shall disclose sufficient information about its equity in the listed company and any variations in its equity, and fully fulfill the obligations of reporting and making announcements and other statutory obligations according to the law. It is obligated to maintain confidentiality, prior to the disclosure of relevant information.
Information disclosure obligors shall ensure the truthfulness, accuracy and completeness of the content in its reports and announcements, without any false records, misleading statements or material omissions.

Article 3 A listed company shall take an active approach to cooperating with an information disclosure obligor in performing its information disclosure obligations; it shall cooperate with an investor in promptly disclosing information under applicable rules, upon receipt of a notification from the investor on corporate takeovers or variations in equity.
Where a listed company finds that the information disclosure obligations have been triggered but the investor concerned fails to issue an announcement as required, or information on the relevant corporate takeover or variations in equity has been spread in media or its stocks are involved in any unusual trading but it has not received any notification from the investor concerned, the listed company shall make inquiries of and confirm the same with the investor concerned immediately, and remind it to issue the necessary announcement. The investor concerned shall cooperate, and bear responsibility for the truthfulness, accuracy and completeness of information it provides.

Article 4 The equity held by an investor in a listed company shall include the shares registered under its name, and other shares through which the investor may control the corresponding voting rights in fact, even if such shares are not registered under its name. The equity held by an investor in a listed company shall be calculated together with that held by parties acting in concert with it (hereinafter referred to as the "investors").
The quantity of shares of a single listed company held by the social insurance fund, pension insurance fund, enterprise annuities, and publicly offered funds, shall not be calculated in aggregate.

Article 5 An investor of a listed company shall prepare and publish information disclosure documents, including announcements to remind it about variations to equity, reports on variations in equity, and reports on takeovers, by considering different factors, such as the percentage of variations in equity and whether the biggest shareholder or the actual controller of the listed company changes.
The biggest shareholder of a listed company, as mentioned herein, shall be determined by calculating the proportion of shares entitled to equities under the above-said rule.

Chapter II Announcement to Remind of Equity Variations

Article 6 Where shares entitled to equities (hereinafter referred to as the "equity shares"), held by an investor in a listed company fall under any of the following circumstances, it shall notify the listed company in a timely manner, and release an announcement to remind it of variations in equity,
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