China Securities Regulatory Commission, Working Guidelines for the Filing of Changes of Shareholders of Securities Companies with Less than 5% of Equity
中国证券监督管理委员会证券公司变更持有5％以下股权股东报备工作指引
December 18, 2008 | BY
clpstaff &clp articles &Limits on shareholding period of securities companies to prevent short-term speculation.
Promulgated: May 9 2008
Main Contents: Where there is to be a change of a shareholder that holds less than 5% of a securities company's equity, the securities company shall file the documents specified in the Guidelines to the securities regulatory bureau at the place of registration in advance (Article 1). The securities regulatory bureau shall review the submitted documents and pay particular attention to the following issues:
(1) The equity structure of the equity transferee shall be disclosed to the ultimate equity interest holder, and the equity transferee's affiliated relationships with other shareholders and its relationships with persons acting in concert shall be fully disclosed. The securities company may not circumvent the review of the qualifications of shareholders with a shareholding of 5% or more by not disclosing its de facto control over several shareholders with less than 5% of company equity. The securities company's equity may not be indirectly held by any overseas organisation without approval.
(2) The equity transferee may not have equity participation in more than two securities companies, and may not hold a controlling share in more than one securities company. Insurance companies, commercial banks and trust and investment corporations that have equity participation in securities companies shall fulfil the policy requirements on equity participation in securities companies by financial institutions.
(3) The equity transferee shall have a clear shareholding period. If the equity transferee is the controlling shareholder or de facto controller of the securities company, it shall undertake that it will not transfer the securities company's equity it holds within 60 months from the date it begins holding the equity (Article 2).
Where the change of a shareholder with less than 5% of a listed securities company's equity results from securities transactions on the public market, the securities company shall be exempted from the requirements on filing documents with the securities regulatory bureau and the shareholding period (Article 5).
Related Legislation: PRC Company Law (Amended) , Oct 27 2005, CLP 2005 No.10 p.21; PRC Securities Law (Amended) , Oct 27 2005, CLP 2006 No.1 p.31; Regulations for the Oversight of Securities Companies, Apr 23 2008, CLP 2008 No.6 p.45; and Circular on Matters Relevant to the Change of Shareholders of Securities Companies with Less than 5% of Equity, Jun 22 2006
clp reference:3700/08.05.09(1)promulgated:2008-05-09This premium content is reserved for
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