Decision on Revising Some Securities and Futures Normative Documents
Decision on Revising Some Securities and Futures Normative Documents
Decision on Revising Some Securities and Futures Normative Documents
Announcement of the China Securities Regulatory Commission [2020] No.20
March 20, 2020
The Decision on Revising Some Securities and Futures Normative Documents is hereby promulgated and shall come into force as of the date of promulgation.
Decision on Revising Some Securities and Futures Normative Documents
In order to effectively implement the newly revised Securities Law, the China Securities Regulatory Commission has sorted out the relevant rules and regulations and decided to modify parts of the provisions of 29 normative documents.
I. Paragraph 1 of Article 11 of the Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.15 - Equity Change Reports shall be amended to read: "The Information Disclosure Obligor shall publish the Equity Change Report and the appendix thereof on the website of the stock exchanges and the media complying with the conditions as stipulated by the CSRC within the period specified in the Takeover Measures; where the said document is disclosed in other media, the disclosed content shall be consistent, and the disclosure time shall not be earlier than the foresaid disclosure time."
Item 1 of Article 17 shall be amended to read: "name, place of registration, legal representative, registered capital, registration number and code issued by the administration for industry and commerce or other authorities, business type and economic nature, main scope of business, operating period, names of major shareholders or initiators (in the case of a limited liability company or a joint stock limited company) and contact method".
Article 22 shall be amended to read: "The Information Disclosure Obligor having a legal proportion of shares of the listed company in which it is interested through centralized trading on the stock exchange shall disclose the following basic information:
1. the date on which the changes in the shares in which it is interested reach the legal proportion, and the source of funds of increased shares; and
2. detailed names, types, numbers and proportions of the shares of the listed company in which it is interested, and the time and method of changes in such shares."
Item 1 of Article 23 shall be amended to read: "1. main contents of the transfer agreement, including the parties to the transfer agreement, type, number and proportion of the transferred shares, natures of shares and changes thereof, transfer price, considerations for the transfer of the shares (such as cash, assets, creditors' rights, equities or other arrangements) and sources thereof, payment arrangements, time for signing the agreement, effective time and conditions, and special terms". One item is added as Item 3, reading: "3. the time and method of the changes in the shares of the listed company in which the Information Disclosure Obligor is interested due to the transfer by agreement".
Article 24 shall be amended to read: "The parties concerned to the trust contract or other asset management arrangement who cause the changes in the shares of the listed company in which the Information Disclosure Obligor is interested to reach the legal proportion through trust or other asset management methods shall disclose the main contents in the trust contract or other asset management arrangement, including trust or specific methods of other asset management, trust management authorities (including the exercise of the voting rights of the shares of the listed company), the types and numbers of involved shares and the proportion of such shares in the issued shares of the listed company, time and method of changes in the shares of the listed company in which the Information Disclosure Obligor is interested, fees for trust or asset management, term and modification of the contract, termination conditions, arrangements for the disposal of trusted assets, time for signing the contract and other special terms."
Article 25 shall be amended to read: "If the Information Disclosure Obligor, who is not a shareholder of the listed company but whose changes in the shares of the listed company in which it is interested reaches the legal proportion through equity control relationships, agreements or other arrangements, the Information Disclosure Obligor shall disclose the time for creating equity control relationships or reaching agreements or other arrangements, the time and method of changes in the shares of the listed company in which it is interested, main contents and effective and termination conditions of the agreements related to the control relationships (for example, the agreements which are reached for obtaining the control over the shareholders of the listed company), control methods (including the voting rights of the relevant shares), the structure for control relationships, each subject under each control relationship and shareholding proportion thereof, and whether there are other joint controllers and identity information thereof."
Article 27 shall be amended to read: "If the changes in the shares in which the Information Disclosure Obligor is interested reach the legal proportion due to the administrative transfer and modification of state-owned shares and mergers of state-owned entities, the Information Disclosure Obligor (the state-owned entities include the transferor and the transferee, and the parties involved in the merger) shall disclose the names of the equity transferor and transferee (the changing party and parties involved in the merger), type, number, proportion and nature of the transferred (changed and merged) shares, time and authorities for approving such transfer (change and merger), and time and method of the changes in the shares in which it is interested within three days from the date of approval of the state-owned asset authorities of the place where the listed company is located; if it is necessary to obtain further approval from the relevant authorities, the approvals of such authorities shall be disclosed."
Paragraph 2 of Article 28 shall be amended to read: "If the Information Disclosure Obligor subscribes for new shares issued by the listed company with its non-cash assets, it shall also disclose the financial and accounting reports audited by the accounting firm that complies with the Securities Law for the non-cash assets for the latest two financial years, or the asset evaluation report within the validity period as issued by the evaluation agency that complies with the Securities Law."
Item 2 of Article 31 shall be amended to read: "2. time, methods and pricing grounds for the changes in the shares of the listed company in which the Information Disclosure Obligor is interested reaching the legal proportion, and the time and method of changes in such shares." Item 7 shall be amended to read: "7. whether directors, supervisors and senior managerial personnel of the listed company are employed in other companies, and whether the conditions specified in Article 148 of the Company Law of the People's Republic of China exist or not".
Paragraph 2 of Article 33 shall be amended to read: "If the changes in the shares of the listed company in which the Information Disclosure Obligor is interested reach the legal proportion due to the recovery of the voting rights of the preferred shares, the Information Disclosure Obligor shall disclose the conditions and reasons for the recovery of the voting rights, as well as the time and method of the changes in the shares of the listed company in which it is interested."
II. Paragraph 1 of Article 11 of the Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.16 - Acquisition Reports of Listed Companies shall be amended to read: "The acquirer shall, in accordance with the provisions of the Takeover Measures, publish the summary of the Acquisition Report, the Acquisition Report and Appendices thereto on the website of the securities exchanges and the media complying with the conditions as stipulated by the CSRC; where the said document is disclosed in other media, the disclosed content shall be consistent, and the disclosure time shall not be earlier than the foresaid disclosure time."
Item 4 of Article 15 shall be amended to read: "4. the acquirer shall, when involved in the acquisition activities based on approvals, declare that such acquisition shall be exercised upon obtaining approvals from the relevant competent authorities as well as the progress of relevant approvals; and whether complying with the exemption from making offers as stipulated in Chapter VI of the Takeover Measures; if other legal obligations are involved, the acquirer shall state the conditions for the validity of the acquisition".
Item 1 of Article 18 shall be amended to read: "1. name, registration place, legal representative, registered capital, registration number and code issued by the administration for industry and commerce or other authorities, business type and economic nature, scope of business, operating period, names of major shareholders or initiators (if a limited liability company or a joint stock limited company), communication address and communication method (including contact telephone) of the acquirer".
One item shall be added to Article 24 as Item 3, reading: "3. the time and method of the changes in the shares of the listed company in which the Information Disclosure Obligor is interested due to the transfer by agreement".
Article 25 shall be amended to read: "Both parties to the acquisition of a listed company through trust or other asset management methods shall disclose the main contents in the trust contract or other asset management arrangements, including specific methods of trust or other asset management, trust management authority (including the exercise of voting rights of the shares of the listed company), the types and numbers of involved shares and the proportion of such shares in the issued shares of the listed company, time and method of changes in the shares of the listed company in which both parties are interested, fees for trust or asset management, term and modification of the contract, termination conditions, arrangements for the disposal of trusted assets, time for signing the contract and other special terms."
Article 26 shall be amended to read: "For an acquirer who is not the shareholder of the listed company but acquires the listed company through equity control relationships, agreements or other arrangements, the acquirer shall disclose the time for creating equity control relationships or reaching agreements or other arrangements, the time and method of changes in the shares of the listed company in which it is interested, main contents and effective and termination conditions of the agreements related to the control relationships (for example, the agreements which are reached for the purpose of obtaining the control over the shareholders of the listed company), control methods (including the limitation on the right to vote relevant shares), the structure of control relationships, each subject under each control relationship and shareholding proportion thereof, and whether there are other joint controllers and identity information thereof."
Article 27 shall be amended to read: "If the acquisition of the listed company is carried out through the administrative transfer and change of State-owned shares and mergers of State-owned entities, the acquirer shall disclose the names of the equity transferor and transferee (the changing party and parties involved in the merger), type, number, proportion and nature of the transferred (changed and merged) shares, time and authorities for approving such transfer (change and merger), and time and method of the changes in the shares in which it is interested within three days from the date of approval by State-owned asset authorities of the place where the listed company is located; if it is necessary to obtain further approval of the relevant authorities, the approvals of such authorities shall be disclosed."
Paragraph 2 of Article 28 shall be amended to read: "If the acquirer purchases new shares issued by the listed company with its non-cash assets, it shall also disclose the financial and accounting reports audited by the accounting firm that complies with the Securities Law for the non-cash assets for the latest two financial years, or the asset evaluation report within the validity period as issued by the evaluation agency that complies with the Securities Law."
Item 2 of Article 31 shall be amended to read: "2.
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Announcement of the China Securities Regulatory Commission [2020] No.20
March 20, 2020
The Decision on Revising Some Securities and Futures Normative Documents is hereby promulgated and shall come into force as of the date of promulgation.
Decision on Revising Some Securities and Futures Normative Documents
In order to effectively implement the newly revised Securities Law, the China Securities Regulatory Commission has sorted out the relevant rules and regulations and decided to modify parts of the provisions of 29 normative documents.
I. Paragraph 1 of Article 11 of the Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.15 - Equity Change Reports shall be amended to read: "The Information Disclosure Obligor shall publish the Equity Change Report and the appendix thereof on the website of the stock exchanges and the media complying with the conditions as stipulated by the CSRC within the period specified in the Takeover Measures; where the said document is disclosed in other media, the disclosed content shall be consistent, and the disclosure time shall not be earlier than the foresaid disclosure time."
Item 1 of Article 17 shall be amended to read: "name, place of registration, legal representative, registered capital, registration number and code issued by the administration for industry and commerce or other authorities, business type and economic nature, main scope of business, operating period, names of major shareholders or initiators (in the case of a limited liability company or a joint stock limited company) and contact method".
Article 22 shall be amended to read: "The Information Disclosure Obligor having a legal proportion of shares of the listed company in which it is interested through centralized trading on the stock exchange shall disclose the following basic information:
1. the date on which the changes in the shares in which it is interested reach the legal proportion, and the source of funds of increased shares; and
2. detailed names, types, numbers and proportions of the shares of the listed company in which it is interested, and the time and method of changes in such shares."
Item 1 of Article 23 shall be amended to read: "1. main contents of the transfer agreement, including the parties to the transfer agreement, type, number and proportion of the transferred shares, natures of shares and changes thereof, transfer price, considerations for the transfer of the shares (such as cash, assets, creditors' rights, equities or other arrangements) and sources thereof, payment arrangements, time for signing the agreement, effective time and conditions, and special terms". One item is added as Item 3, reading: "3. the time and method of the changes in the shares of the listed company in which the Information Disclosure Obligor is interested due to the transfer by agreement".
Article 24 shall be amended to read: "The parties concerned to the trust contract or other asset management arrangement who cause the changes in the shares of the listed company in which the Information Disclosure Obligor is interested to reach the legal proportion through trust or other asset management methods shall disclose the main contents in the trust contract or other asset management arrangement, including trust or specific methods of other asset management, trust management authorities (including the exercise of the voting rights of the shares of the listed company), the types and numbers of involved shares and the proportion of such shares in the issued shares of the listed company, time and method of changes in the shares of the listed company in which the Information Disclosure Obligor is interested, fees for trust or asset management, term and modification of the contract, termination conditions, arrangements for the disposal of trusted assets, time for signing the contract and other special terms."
Article 25 shall be amended to read: "If the Information Disclosure Obligor, who is not a shareholder of the listed company but whose changes in the shares of the listed company in which it is interested reaches the legal proportion through equity control relationships, agreements or other arrangements, the Information Disclosure Obligor shall disclose the time for creating equity control relationships or reaching agreements or other arrangements, the time and method of changes in the shares of the listed company in which it is interested, main contents and effective and termination conditions of the agreements related to the control relationships (for example, the agreements which are reached for obtaining the control over the shareholders of the listed company), control methods (including the voting rights of the relevant shares), the structure for control relationships, each subject under each control relationship and shareholding proportion thereof, and whether there are other joint controllers and identity information thereof."
Article 27 shall be amended to read: "If the changes in the shares in which the Information Disclosure Obligor is interested reach the legal proportion due to the administrative transfer and modification of state-owned shares and mergers of state-owned entities, the Information Disclosure Obligor (the state-owned entities include the transferor and the transferee, and the parties involved in the merger) shall disclose the names of the equity transferor and transferee (the changing party and parties involved in the merger), type, number, proportion and nature of the transferred (changed and merged) shares, time and authorities for approving such transfer (change and merger), and time and method of the changes in the shares in which it is interested within three days from the date of approval of the state-owned asset authorities of the place where the listed company is located; if it is necessary to obtain further approval from the relevant authorities, the approvals of such authorities shall be disclosed."
Paragraph 2 of Article 28 shall be amended to read: "If the Information Disclosure Obligor subscribes for new shares issued by the listed company with its non-cash assets, it shall also disclose the financial and accounting reports audited by the accounting firm that complies with the Securities Law for the non-cash assets for the latest two financial years, or the asset evaluation report within the validity period as issued by the evaluation agency that complies with the Securities Law."
Item 2 of Article 31 shall be amended to read: "2. time, methods and pricing grounds for the changes in the shares of the listed company in which the Information Disclosure Obligor is interested reaching the legal proportion, and the time and method of changes in such shares." Item 7 shall be amended to read: "7. whether directors, supervisors and senior managerial personnel of the listed company are employed in other companies, and whether the conditions specified in Article 148 of the Company Law of the People's Republic of China exist or not".
Paragraph 2 of Article 33 shall be amended to read: "If the changes in the shares of the listed company in which the Information Disclosure Obligor is interested reach the legal proportion due to the recovery of the voting rights of the preferred shares, the Information Disclosure Obligor shall disclose the conditions and reasons for the recovery of the voting rights, as well as the time and method of the changes in the shares of the listed company in which it is interested."
II. Paragraph 1 of Article 11 of the Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.16 - Acquisition Reports of Listed Companies shall be amended to read: "The acquirer shall, in accordance with the provisions of the Takeover Measures, publish the summary of the Acquisition Report, the Acquisition Report and Appendices thereto on the website of the securities exchanges and the media complying with the conditions as stipulated by the CSRC; where the said document is disclosed in other media, the disclosed content shall be consistent, and the disclosure time shall not be earlier than the foresaid disclosure time."
Item 4 of Article 15 shall be amended to read: "4. the acquirer shall, when involved in the acquisition activities based on approvals, declare that such acquisition shall be exercised upon obtaining approvals from the relevant competent authorities as well as the progress of relevant approvals; and whether complying with the exemption from making offers as stipulated in Chapter VI of the Takeover Measures; if other legal obligations are involved, the acquirer shall state the conditions for the validity of the acquisition".
Item 1 of Article 18 shall be amended to read: "1. name, registration place, legal representative, registered capital, registration number and code issued by the administration for industry and commerce or other authorities, business type and economic nature, scope of business, operating period, names of major shareholders or initiators (if a limited liability company or a joint stock limited company), communication address and communication method (including contact telephone) of the acquirer".
One item shall be added to Article 24 as Item 3, reading: "3. the time and method of the changes in the shares of the listed company in which the Information Disclosure Obligor is interested due to the transfer by agreement".
Article 25 shall be amended to read: "Both parties to the acquisition of a listed company through trust or other asset management methods shall disclose the main contents in the trust contract or other asset management arrangements, including specific methods of trust or other asset management, trust management authority (including the exercise of voting rights of the shares of the listed company), the types and numbers of involved shares and the proportion of such shares in the issued shares of the listed company, time and method of changes in the shares of the listed company in which both parties are interested, fees for trust or asset management, term and modification of the contract, termination conditions, arrangements for the disposal of trusted assets, time for signing the contract and other special terms."
Article 26 shall be amended to read: "For an acquirer who is not the shareholder of the listed company but acquires the listed company through equity control relationships, agreements or other arrangements, the acquirer shall disclose the time for creating equity control relationships or reaching agreements or other arrangements, the time and method of changes in the shares of the listed company in which it is interested, main contents and effective and termination conditions of the agreements related to the control relationships (for example, the agreements which are reached for the purpose of obtaining the control over the shareholders of the listed company), control methods (including the limitation on the right to vote relevant shares), the structure of control relationships, each subject under each control relationship and shareholding proportion thereof, and whether there are other joint controllers and identity information thereof."
Article 27 shall be amended to read: "If the acquisition of the listed company is carried out through the administrative transfer and change of State-owned shares and mergers of State-owned entities, the acquirer shall disclose the names of the equity transferor and transferee (the changing party and parties involved in the merger), type, number, proportion and nature of the transferred (changed and merged) shares, time and authorities for approving such transfer (change and merger), and time and method of the changes in the shares in which it is interested within three days from the date of approval by State-owned asset authorities of the place where the listed company is located; if it is necessary to obtain further approval of the relevant authorities, the approvals of such authorities shall be disclosed."
Paragraph 2 of Article 28 shall be amended to read: "If the acquirer purchases new shares issued by the listed company with its non-cash assets, it shall also disclose the financial and accounting reports audited by the accounting firm that complies with the Securities Law for the non-cash assets for the latest two financial years, or the asset evaluation report within the validity period as issued by the evaluation agency that complies with the Securities Law."
Item 2 of Article 31 shall be amended to read: "2.
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