Ministry of Finance, State-owned Assets Supervision and Administration Commission of the State Council, China Securities Regulatory Commission and National Council for Social Security Fund, Implementing Measures for the Transfer of Certain State-owned Shares from the Domestic Securities Market to the National Social Security Fund

财政部、国务院国有资产监督管理委员会、中国证券监督管理委员会、全国社会保障基金理事会境内证券市场转持部分国有股充实全国社会保障基金实施办法

July 29, 2009 | BY

clpstaff &clp articles &

China issues measures to prevent mass unloading of previously non-tradable shares.

Clp Reference: 3700/09.06.19 Promulgated: 2009-06-19 Effective: 2009-06-19

Issued: June 19 2009
Effective: as of date of issuance
Interpreting authority: Ministry of Finance in conjunction with relevant departments (Article 19)

Applicability: The term “state-owned shareholders” refers to state-owned shareholders confirmed by state-owned assets supervision and administration authorities (Article 2).

The term “state-owned assets supervision and administration authorities” refers to specially established organisations that perform the responsibilities of investor and are responsible for the supervision and administration of state-owned assets of enterprises on behalf of the State Council and people's governments at the provincial level or above (including cities with independent development plans), and finance departments at all levels that are responsible for the supervision and administration of state-owned assets of financial enterprises (Article 3).

The term “state-owned shares” refers to shares of listed companies held by state-owned shareholders (Article 4).

The transfer of shares by overseas listed companies to the National Council for Social Security Fund (NCSSF) shall comply with existing relevant provisions (Article 20).

Main contents: Upon the completion of the equity split reform where there is no longer differentiation between tradable and non-tradable shares for companies that conduct initial public offerings (Reform Completion), all companies limited by shares with state-owned shares that conduct initial public offerings (IPOs) of shares and the listing thereof on the domestic stock market shall transfer part of its state-owned shares that account for 10% of the number of shares actually issued at the time of IPO to the NCSSF, unless otherwise provided by the State Council. Where the number of shares held by state-owned shareholders is less than the number of shares to be transferred, the company shall transfer the actual shareholding (Article 6).

The NCSSF shall continue the lock-up period obligations of the former state-owned shareholders in respect of the transferred state-owned shares of domestic listed companies. Where the shares of a company limited by shares that conducts an IPO of shares and the listing thereof during the period between the Reform Completion and the promulgation of these Measures are transferred, the NCSSF shall, on top of the statutory and voluntary lock-up period as undertaken by the original state-owned shareholders, extend the lock-up period by three years (Article 13).

clp reference:3700/09.06.19promulgated:2009-06-19effective:2009-06-19

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