Tentative Provisions on Strengthening the Regulation of Unusual Share Transactions in Connection with Material Asset Reorganisation of Listed Companies

Article 3: When a listed company and relevant parties such as its controlling shareholder and de facto controller(s) consider, plan and decide on a material asset reorganisation of the listed company, they shall, in principle, do so after suspension of trading of the relevant shares or outside trading hours, and shall simplify the decision-making procedure, enhance decision-making efficiency, reduce the time for making the decision and reduce, to the greatest extent possible, the circle of well-informed persons with inside information. If a policy inquiry needs to be made or discussion on the plan carried out with a relevant department, the same shall be done after suspension of trading of the relevant shares.

第三条上市公司及其控股股东、实际控制人等相关方研究、筹划、决策涉及上市公司重大资产重组事项的，原则上应当在相关股票停牌后或者非交易时间进行，并应当简化决策流程、提高决策效率、缩短决策时限，尽可能缩小内幕信息知情人范围。如需要向有关部门进行政策咨询、方案论证的，应当在相关股票停牌后进行。

Relevant parties such as the listed company's controlling shareholder and de facto controller(s) shall report relevant information to the listed company in a prompt and proactive manner and cooperate with the listed company in duly carrying out the work for suspending trading of the shares and the disclosure of information.

上市公司控股股东、实际控制人等相关方，应当及时主动向上市公司通报有关信息，并配合上市公司做好股票停牌和信息披露工作。

Article 4: When the parties to a material asset reorganisation transaction have preliminarily arrived at a substantive intent or, although they have failed to arrive at such an intent, it is anticipated that maintaining the confidentiality of the information would be difficult, the listed company shall promptly apply to the stock exchange to suspend trading of its shares, truthfully, accurately, completely, promptly and fairly disclose information in stages and fully disclose the risks.

第四条上市公司应当在重大资产重组交易各方初步达成实质性意向或者虽未达成实质性意向但预计该信息难以保密时，及时向证券交易所申请股票停牌，真实、准确、完整、及时、公平地进行分阶段信息披露，充分揭示风险。

Article 5: Once trading of the shares of a listed company has been suspended in connection with a material asset reorganisation, the stock exchange shall immediately activate the procedure for checking trading of the shares on the secondary market and exercise ongoing oversight of the trading of the shares on the secondary market in each of the subsequent stages.

第五条上市公司因重大资产重组事项停牌后，证券交易所立即启动二级市场股票交易核查程序，并在后续各阶段对二级市场股票交易情况进行持续监管。

Article 6: If a listed company submits to the China Securities Regulatory Commission (CSRC) an application for administrative permission for a material asset reorganisation and there is suspicion that insider trading has been conducted in connection with the material asset reorganisation and the CSRC has opened a case and is investigating or the judicial authority has placed the case on the docket and is investigating, and the CSRC has not already accepted the application, it shall not accept the same, or, if it has accepted it, it shall suspend its review thereof.

第六条上市公司向中国证监会提出重大资产重组行政许可申请，如该重大资产重组事项涉嫌内幕交易被中国证监会立案调查或者被司法机关立案侦查，尚未受理的，中国证监会不予受理；已经受理的，中国证监会暂停审核。

Article 7: If an application for administrative permission has not been accepted or the review thereof has been suspended pursuant to Article 6, the CSRC shall resume the acceptance procedure, if it has not accepted it, or resume the review, if it has suspended the same, as long as the application satisfies the conditions set forth below:

第七条按照本规定第六条不予受理或暂停审核的行政许可申请，如符合以下条件，未受理的，中国证监会恢复受理程序，暂停审核的恢复审核：

(1) the CSRC or the judicial authority finds, after investigation and verification, that none of the listed company, transaction counterparties that account for at least 20% of the total amount of the reorganisation transaction in question (if more than one transaction counterparty has committed a violation of regulations, their transaction amounts shall be counted together), the controlling shareholders or de facto controllers of the foregoing entities or the organisations that they control has engaged in insider trading;

（一）中国证监会或者司法机关经调查核实未发现上市公司、占本次重组总交易金额比例在20%以上的交易对方（如涉及多个交易对方违规的，交易金额合并计算），及上述主体的控股股东、实际控制人及其控制的机构存在内幕交易的；

(2) the CSRC or the judicial authority finds, after investigation and verification, that none of the directors, supervisors or senior management personnel of the listed company, the directors, supervisors or senior management personnel of the controlling shareholder and de facto controller(s) of the listed company, the directors, supervisors or senior management personnel of the transaction counterparties, the transaction counterparties that account for less than 20% of the total amount of the reorganisation transaction in question, their controlling shareholders, their de facto controllers or the organisations controlled by the foregoing entities, the securities companies or securities service firms that provide services for the material asset reorganisation in question or their handling officers or other entities involved in the material asset reorganisation in question has engaged in insider trading; or, although any of the foregoing persons or entities is suspected of having engaged in insider trading, he/she has been replaced or has withdrawn from the material asset reorganisation in question; or

（二）中国证监会或者司法机关经调查核实未发现上市公司董事、监事、高级管理人员，上市公司控股股东、实际控制人的董事、监事、高级管理人员，交易对方的董事、监事、高级管理人员，占本次重组总交易金额比例在20%以下的交易对方及其控股股东、实际控制人及上述主体控制的机构，为本次重大资产重组提供服务的证券公司、证券服务机构及其经办人员，参与本次重大资产重组的其他主体等存在内幕交易的；或者上述主体虽涉嫌内幕交易，但已被撤换或者退出本次重大资产重组交易的；

(3) the matter for which the case has been opened or placed on the docket and is being investigated does not involve the entities set forth in Items (1) and (2) of this Article.

（三）被立案调查或者立案侦查的事项未涉及本款第（一）项、第（二）项所列主体的。

If a financial consultant is replaced pursuant to Item (2) of the preceding paragraph, the listed company shall withdraw its original application for administrative permission for the material asset reorganisation and submit a new application to the CSRC. If a change is made in a transaction counterparty or to the subject matter of the transaction, etc., resulting in a material revision of the material asset reorganisation plan, the listed company shall additionally carry out the pertinent decision-making procedures anew.

依据前款第（二）项规定撤换财务顾问的，上市公司应当撤回原重大资产重组行政许可申请，重新向中国证监会提出申请。上市公司对交易对象、交易标的等作出变更导致重大资产重组方案重大调整的，还应当重新履行相应的决策程序。

Article 8: If the CSRC, based on the understanding of the circumstances that it developed in the course of performing its duties, confirms that the application of a listed company for administrative permission for a material asset reorganisation that has not been accepted or review thereof has been suspended satisfies the conditions set forth in Article 7 hereof, it shall resume the acceptance or review thereof in a timely manner.

第八条中国证监会根据履行职责掌握的情况，确认不予受理或暂停审核的上市公司重大资产重组行政许可申请符合本规定第七条规定条件的，及时恢复受理或者审核。

If the listed company has evidence showing that its application for administration permission for its material asset reorganisation satisfies the conditions set forth in Article 7 hereof and the financial consultant and law firm engaged by it have conducted due diligence investigations on the entities involved in the material asset reorganisation in question and issued a confirming opinion, it may submit an application to the CSRC for the resumption of acceptance or review. The CSRC shall decide whether to resume the acceptance or review based on the understanding of the circumstances that it developed in the course of performing its duties.

上市公司有证据证明其重大资产重组行政许可申请符合本规定第七条规定条件的，经聘请的财务顾问和律师事务所对本次重大资产重组有关的主体进行尽职调查，并出具确认意见，可以向中国证监会提出恢复受理或者审核的申请。中国证监会根据履行职责掌握的情况，决定是否恢复受理或者审核。

Article 9: If there is major doubt in the markets or a tip with clear leads about the material asset reorganisation in question, the listed company and the relevant organisations and personnel shall give an explanation or clarification in respect of the doubt in the markets in a timely manner; and the CSRC shall review the tip. If the CSRC has opened a case and is investigating or the judicial authority has placed on the docket and is investigating the matter involved in the major doubt in the markets about or tip of suspected insider trading, matters shall be handled in accordance with Articles 6 to 8 hereof.

第九条因本次重大资产重组事项存在重大市场质疑或者有明确线索的举报，上市公司及涉及的相关机构和人员应当就市场质疑及时作出说明或澄清；中国证监会应当对该项举报进行核查。如果该涉嫌内幕交易的重大市场质疑或者举报涉及事项已被中国证监会立案调查或者被司法机关立案侦查，按照本规定第六条至第八条的规定执行。

Article 10: If, after the CSRC has accepted an application for administrative permission, an entity as set forth in Item (1) of the first paragraph of Article 7 hereof has had administrative penalties imposed by the CSRC or had its criminal liability pursued by the judicial authority for insider trading in connection with the material asset reorganisation in question, the CSRC shall terminate the review and return the application materials for the administrative permission to the applicant or the financial consultant engaged by it.

第十条中国证监会受理行政许可申请后，本规定第七条第一款第（一）项所列主体因本次重大资产重组相关的内幕交易被中国证监会行政处罚或者被司法机关依法追究刑事责任的，中国证监会终止审核，并将行政许可申请材料退还申请人或者其聘请的财务顾问。

Article 11: If the CSRC refuses to accept an application for administrative permission for a material asset reorganisation, resumes the acceptance procedure, suspends the review, resumes the review or terminates the review, the listed company shall announce the same and issue a risk alert in a timely manner.

第十一条重大资产重组行政许可申请被中国证监会不予受理、恢复受理程序、暂停审核、恢复审核或者终止审核的，上市公司应当及时公告并作出风险提示。

Article 12: If a listed company terminates a material asset reorganisation process of its own accord after disclosing the preliminary or draft plan therefor, it shall additionally undertake not to plan for another material asset reorganisation for at least three months from the announcement date and disclose the same.

第十二条上市公司披露重大资产重组预案或者草案后主动终止重大资产重组进程的，上市公司应当同时承诺自公告之日起至少3个月内不再筹划重大资产重组，并予以披露。

If the review of an application for administrative permission for a material asset reorganisation is terminated by the CSRC pursuant to Article 10 hereof due to insider trading by the controlling shareholder or de facto controller of the listed company, the listed company shall additionally undertake not to plan for another material asset reorganisation for at least 12 months from the announcement date and disclose the same.

重大资产重组行政许可申请因上市公司控股股东及其实际控制人存在内幕交易被中国证监会依照本规定第十条的规定终止审核的，上市公司应当同时承诺自公告之日起至少12个月内不再筹划重大资产重组，并予以披露。

Article 13: If a case against any of the entities set forth in Article 7 hereof is opened or placed on the docket and is being investigated due to suspicion that it has engaged in insider trading in connection with the material asset reorganisation in question, it may not participate in the material asset reorganisation of any listed company from the date the case is opened or placed on the docket until liability has been determined. If the CSRC imposes administrative penalties on it or the judicial authority pursues its criminal liability in accordance with the law, the aforementioned entity may not participate in the material asset reorganisation of any listed company for at least 36 months from the effective date of the administrative penalty decision rendered by the CSRC or the relevant judgment rendered by the judicial authority.

第十三条本规定第七条所列主体因涉嫌本次重大资产重组相关的内幕交易被立案调查或者立案侦查的，自立案之日起至责任认定前不得参与任何上市公司的重大资产重组。中国证监会作出行政处罚或者司法机关依法追究刑事责任的，上述主体自中国证监会作出行政处罚决定或者司法机关作出相关裁判生效之日起至少36个月内不得参与任何上市公司的重大资产重组。

Article 14: A listed company, its controlling shareholder, de facto controller(s), the transaction counterparties, securities companies, securities service firms and other parties with information disclosure obligations shall cooperate with the CSRC in its regulation and law enforcement work. If any of them refuses to cooperate, the CSRC shall take regulatory measures against it in accordance with the law and publicly announce the details of the imposition of such regulatory measures.

第十四条上市公司及其控股股东、实际控制人和交易相关方、证券公司及证券服务机构、其他信息披露义务人，应当配合中国证监会的监管执法工作。拒不配合的，中国证监会将依法采取监管措施，并将实施监管措施的情况对外公布。

Article 15: Matters concerning administrative permission for the merger by absorption or division of listed companies shall be handled with reference to these Provisions.

第十五条关于上市公司吸收合并、分立的行政许可事项，参照本规定执行。

Article 16: These Provisions shall be effective as of December 17 2012.

第十六条本规定自2012年12月17日起施行。

clp reference:3700/12.11.06 prc reference:证监会公告 [2012] 33号 promulgated:2012-11-06 effective:2012-12-17

(Promulgated by the China Securities Regulatory Commission on November 6 2012, and effective as of December 17 2012.)

CSRC Announcement [2012] No.33

Article 1: These Provisions have been formulated pursuant to the PRC Securities Law, the PRC Administrative Permission Law, the General Office of the State Council, Circular on Transmission of the China Securities Regulatory Commission and Other Departments, Opinion on Combating and Safeguarding against Insider Trading in the Capital Markets in Accordance with the Law, the Measures for the Administration of Information Disclosure by Listed Companies and the Measures for the Administration of Material Asset Reorganisations by Listed Companies in order to strengthen the regulation of unusual share transactions in connection with the material asset reorganisations of listed companies, prevent and crack down on insider trading, safeguard the order in the securities market and protect the lawful rights and interests of investors.

Article 2: A listed company and its transaction counterparties, as well as their controlling shareholder, de facto controller(s), the securities companies and securities service firms that provide services for the material asset reorganisation in question and other entities involved in the material asset reorganisation shall duly manage information concerning the material asset reorganisation and duly carry out the registration of well-informed persons with inside information in strict accordance with laws, administrative regulations and rules, and strengthen their awareness of the need to maintain confidentiality.