State-owned Assets Supervision and Administration Commission of the State Council, Tentative Provisions for the Administration of the Acquisition of Shares of Listed Companies by State-owned Work Units

国务院国有资产监督管理委员会国有单位受让上市公司股份管理暂行规定

July 02, 2007 | BY

clpstaff &clp articles &

First provisions on the acquisition of shares of listed companies by state-owned entities.

Clp Reference: 2140/07.06.28 Promulgated: 2007-06-28

Issued: June 28 2007

Applicability: The term "state-owned work units" refers to state-owned and state-controlled enterprises, relevant organizations and institutions, etc., that are subject to the regulation of all levels of state-owned assets supervision and administration authorities (Article 2).

The acquisition of shares of listed companies by securities companies and fund management companies dedicated to securities business that are wholly state-owned or state-controlled shall be handled in accordance with the relevant provisions (Article 3).

Main Contents: Where the net aggregate shares of a listed company acquired by a state-owned work unit in a financial year by way of transfer through the securities trading system of a stock exchange (i.e. the balance of shares acquired by the state-owned work unit after the deduction of shares transferred by the work unit to other parties) does not reach 5% of the total share capital of the listed company, such decision to acquire shares shall be made by the state-owned work unit in accordance with its internal administration procedure, and the state-owned work unit shall, before January 31 each year, file a record on the details of the acquisition of shares of the listed company in the preceding year through the securities trading system with the relevant state-owned assets supervision and administration authority at or above the provincial level. Where the shares acquired reach or exceed 5% of the total share capital of the listed company, the state-owned work unit may only implement the proposal to acquire shares of the listed company after it has filed a record with the relevant state-owned assets supervision and administration authority at or above the provincial level. Where a state-owned work unit acquires shares of a listed company through different entities that it controls, the ratio of acquisition shall be calculated in aggregate (Article 9).

Where a state-owned work unit acquires shares of a listed company by way of agreement and thereby becomes a controlling shareholder of the listed company, it shall engage a professional institution registered in China to act as the financial consultant and to issue a professional opinion on the method of acquiring shares of the listed company, the transfer price and the impact on both the work unit and the listed company (Article 13). The decision to acquire shares of a listed company by way of agreement may be made by a state-owned work unit itself in accordance with its internal administration procedure if the state-owned work unit will not possess the controlling power of the listed company after acquisition of the shares or if the state-owned work unit is a controlling shareholder of the listed company and it is to increase its shareholding in the listed company by way of agreement. Where a state-owned work unit obtains the controlling power of a listed company after acquisition of shares of the listed company by way of agreement, it shall report the matter, level by level, to the relevant state-owned assets supervision and administration authority at or above the provincial level for check and approval after concluding the share transfer agreement with the transferor (Article 14).

Related Legislation: PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31

clp reference:2140/07.06.28promulgated:2007-06-28

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