Issues Relevant to Increases in the Holding of Public Shares by the Controlling Shareholders of Listed Companies after the Reform Regarding the Separation of Equity Ownership and Trading Rights Circular
关于上市公司控股股东在股权分置改革后增持社会公众股份有关问题的通知
This Circular aims to promote the reform regarding the separation of equity ownership and trading rights of listed companies.
(Issued by the China Securities Regulatory Commission on June 16 2005.)
(中国证券监督管理委员会于二零零五年六月十六日印发。)
Zheng Jian Fa [2005] No.52
证监发 [2005] 52号
Listed companies:
各上市公司：
Pursuant to such relevant laws as the Company Law, the Securities Law, etc., we hereby notify you on issues relevant to the increased holding by the controlling shareholders of listed companies of the company's public shares after the implementation of the reform regarding the separation of equity ownership and trading rights (a Shareholding Increase), in order to promote the reform regarding the separation of equity ownership and trading rights (Reform) of listed companies in an active and stable manner and maintain market stability, as follows:
为了积极稳妥地推进上市公司股权分置改革，维护市场稳定，根据《公司法》、《证券法》等有关法律的规定，现就实施股权分置改革的上市公司控股股东增持该公司社会公众股份(以下简称增持股份)所涉及的有关问题通知如下：
1. If, in order to avert unreasonable fluctuations in the company's share price and safeguard the interests of investors and the image of the listed company, the holding of the public shares of the listed company by the controlling shareholder after the implementation of the Reform increases within two months of the adoption of a Reform plan at a general meeting of the shareholders of the company, triggering the obligation of making a takeover offer, the shareholder may be released from such obligation.
一、 实施股权分置改革后的上市公司控股股东，为避免公司股价非理性波动，维护投资者利益，维护上市公司形象，在公司股东大会通过股权分置改革方案后的两个月内增持社会公众股份而触发要约收购义务的，可以免于履行要约收购义务。
2. If a controlling shareholder intends to carry out a Shareholding Increase, it shall announce its Shareholding Increase plan at the same time the listed company announces its Reform plan.
二、 拟增持股份的控股股东应当将其增持股份计划与上市公司股权分置改革方案同时公告。
The Shareholding Increase plan shall include the objective of the Shareholding Increase, the conditions precedent to the Shareholding Increase, the quantity of shares to be added by the Shareholding Increase and an undertaking not to sell the shares added through the Shareholding Increase within the first six months following the completion of the Shareholding Increase plan.
增持股份计划应当包括增持股份的目的、增持股份的前提条件、拟增持股份的数量、在增持股份计划完成后的六个月内不出售所增持股份的承诺。
3. Whenever the shares added by the controlling shareholder through the Shareholding Increase account for an additional 5% of the listed company's total share capital, it shall announce the same within two days of the occurrence thereof. Before the announcement, it may not make any further purchases of the company's stock.
三、 控股股东增持股份占上市公司总股本的比例每增加5%，应当自该事实发生之日起两日内予以公告，在公告前，不得再行买入该公司的股票。
4. If the implementation of the Shareholding Increase plan by the controlling shareholder results in the spread of the listed company's equity no longer satisfying the listing conditions specified in the Company Law, the shareholder shall implement a plan to maintain the listed status of the company within one month after the expiration of the six month period following completion of the Shareholding Increase plan.
clp reference:3710/05.06.16(2)prc reference:证监发 [2005] 52 号promulgated:2005-06-16四、 控股股东实施增持股份计划导致上市公司的股权分布不符合《公司法》规定的上市条件的，该股东应当在增持股份计划实施完毕六个月后的一个月内实施维持公司上市地位的方案。
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