Handling of the Transfers of Non-tradable Shares of Listed Companies Rules1

上市公司非流通股股份转让业务办理规则

The Rules aim to maintain order in the securities markets. Transfer of non-tradable shares of listed companies must be handled by stock exchanges and in a centralized, uniform manner by Shanghai Stock Exchange, Shenzhen Stock Exchange, and the China Securities Depository and Clearing Corporation Ltd.

(Issued by the Shanghai Stock Exchange, the Shenzhen Stock Exchange and the China Securities Depository and Clearing Corporation Limited on December 15 2004 and effective as of January 1 2005.)

(上海证券交易所、深圳证券交易所、中国证券登记结算有限责任公司于二零零四年十二月十五日发布，自二零零五年一月一日起施行。)

Article 1: These Rules have been formulated in accordance with the Company Law, Securities Law and the relevant provisions of the China Securities Regulatory Commission (CSRC) in order to regulate the non-tradable share transfers of listed companies, maintain order in the securities markets, protect the lawful rights and interests of investors, and promote optimum resource allocation in the securities markets.

Article 2: Share transfers by listed companies must be carried out at the stock exchanges and shall be carried out in a centralized, uniform manner by the Shanghai Stock Exchange, the Shenzhen Stock Exchange (jointly referred to as the Stock Exchanges) and the China Securities Depository and Clearing Corporation Limited (the CSDCC). Illegal off-board share trading activities are strictly prohibited.

第一条为规范上市公司非流通股股份转让活动，维护证券市场秩序，保护投资者的合法权益，促进证券市场资源的优化配置，根据《公司法》、《证券法》和中国证券监督管理委员会（以下简称中国证监会）的有关规定，制定本规则。

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