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The Case of "Investor Protection · Clear Rules and Knowledge of Risks" —— Nothing can be generalized with rhetoric and rational analysis in order to get the truth
The Case of "Investor Protection · Clear Rules and Knowledge of Risks" —— Nothing can be generalized with rhetoric and rational analysis in order to get the truth
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The Case of "Investor Protection · Clear Rules and Knowledge of Risks" —— Nothing can be generalized with rhetoric and rational analysis in order to get the truth

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Certain regulations for shareholders of listed companies and Dong Jiangao to reduce their holdings

Certain regulations for shareholders of listed companies and Dong Jiangao to reduce their holdings

  • Categories:Fairness
  • Author:
  • Origin:
  • Time of issue:2017-05-15 14:32
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(Summary description)

Certain regulations for shareholders of listed companies and Dong Jiangao to reduce their holdings

(Summary description)

  • Categories:Fairness
  • Author:
  • Origin:
  • Time of issue:2017-05-15 14:32
  • Views:
Information
First
In order to regulate the behavior of shareholders, directors, supervisors, and senior managers of listed companies (hereinafter referred to as “Dong Jiangao”) in reducing their holdings of shares and to promote the long-term, stable and healthy development of the securities market, these regulations have been formulated in accordance with the relevant provisions of the Company Law and the Securities Law.
 
Article 2
 Listed company's controlling shareholders and shareholders holding more than 5% of shares (collectively referred to as major shareholders below), Dong Jiangao's reduction of shares, and shareholders' reduction of shares held by the company before its initial public offering, and non-publicly issued shares of listed companies, This provision applies. This rule does not apply to major shareholders who reduce their holdings of listed company shares that they have bought through centralized bidding transactions on the stock exchange.
 
Article 3
The shareholders of the listed company and Dong Jiangao shall abide by the Company Law, the Securities Law, relevant laws and regulations, the regulations of the China Securities Regulatory Commission, regulatory documents, and the restrictions on stock transfer in the rules of the stock exchange.
 Shareholders of the listed company and Dong Jiangao who have promised to restrict the transfer of shares shall strictly abide by them.
 
Article 4
 Shareholders of the listed company and Dong Jiangao can sell them through the stock exchange's securities transactions, or they can reduce their shareholdings through agreement transfers and other methods permitted by laws and regulations.
 Reduction of shares due to judicial enforcement, enforcement of equity pledge agreements, gifts, exchangeable debt for stock swaps, stock equity swaps, etc. shall be handled in accordance with these regulations.
 
The fifth
 Shareholders of listed companies and directors and supervisors should reduce their holdings of shares in accordance with laws, regulations, and these regulations, as well as the rules of stock exchanges, and perform their information disclosure obligations truthfully, accurately, completely, and in a timely manner.
 
Article 6
 Under any of the following circumstances, the major shareholders of a listed company shall not reduce their shares:
   (1) A listed company or a major shareholder who has been suspected of securities and futures crimes during the period of being filed by the China Securities Regulatory Commission for investigation or being investigated by the judicial authority, and less than 6 months after the decision on administrative punishment or criminal judgment is made.
  (2) Major shareholders have been publicly condemned by the stock exchange for less than 3 months for violating the rules of the stock exchange.
  (3) Other circumstances stipulated by the China Securities Regulatory Commission.
 
Article 7
 Under any of the following circumstances, Dong Jiangao, a listed company, shall not reduce his shareholding:
   (1) Dong Jiangao was suspected of illegal securities and futures during the period of being filed by the China Securities Regulatory Commission for investigation or investigation by the judicial organs, and less than 6 months after the decision on administrative punishment and criminal judgment was made.
  (2) Dong Jiangao was publicly condemned by the stock exchange for less than 3 months for violating the rules of the stock exchange.
  (3) Other circumstances stipulated by the China Securities Regulatory Commission.
 
eighth
 The major shareholders of the listed company and Dong Jiangao plan to reduce their holdings through centralized bidding transactions on the stock exchange. They should report to the stock exchange and disclose the reduction plan in advance 15 trading days before the initial sale, and the stock exchange shall file a record.
 The contents of the listed company's major shareholders and directors' supervision and reduction plans shall include, but are not limited to, the number of shares to be reduced, the source, the time range of the reduction, the method, the price range, and the reasons for the reduction. The time period for reducing holdings shall be in accordance with the regulations of the stock exchange.
 Within the time frame of the previously disclosed reduction, the major shareholder and Dong Jiangao shall disclose the progress of the reduction in accordance with the regulations of the stock exchange. After the implementation of the reduction plan, the major shareholders and Dong Jiangao shall report to the stock exchange within two trading days and make an announcement; within the pre-disclosed reduction period, the reduction plan was not implemented or the reduction plan was not implemented If it is, it shall report to the stock exchange and make an announcement within two trading days after the expiration of the reduction period.
 
Article 9
 The major shareholders of a listed company shall reduce the total number of shares held by the stock exchange through centralized bidding within 3 months, and shall not exceed 1% of the total number of shares of the company.
 Shareholders who reduce their holdings of the shares issued before the company's initial public offering by the stock exchange through centralized bidding transactions and the non-publicly issued shares of a listed company shall comply with the proportional restrictions specified in the preceding paragraph.
 The number of shareholders holding non-publicly issued shares of a listed company shall be reduced by the centralized bidding transaction within 12 months after the expiration of the restricted sale period of the shares, which shall also comply with the proportion limit stipulated by the stock exchange.
 When the provisions of the preceding three paragraphs apply, the shares held by the major shareholders of a listed company and their parties acting in concert should be combined.
 
Article 10
 If the reduction of shares by agreement transfer causes the transferor of the shares to cease to have the status of a substantial shareholder of a listed company, the transferor and transferee of the shares shall continue to abide by Articles 8 and 9 of these regulations within 6 months after the reduction of shares A provision.
 Shareholders reduce their holdings of the shares issued by the company before the initial public offering and non-publicly issued shares of the listed company through the transfer of agreements. The transferor and transferee of the shares shall continue to abide by the ninth of these regulations within 6 months after the reduction. Article 2 provides.
 
Article 11
 The major shareholders of a listed company reduce their holdings of shares through block trading, or the shareholders reduce their holdings of shares issued by the company before the initial public offering or non-publicly issued shares of the listed company through block trading. Provisions of the stock exchange on the number of holdings and the holding time.
 When the provisions of the preceding paragraph apply, the shares held by the major shareholders of a listed company and their parties acting in concert should be combined.
 
Article 12
 If the equity of a major shareholder of a listed company is pledged, the shareholder shall notify the listed company within 2 days from the date of the fact and make an announcement.
 China Securities Depository and Clearing Corporation shall uniformly formulate the standards for on-site and off-site equity pledge registration of major shareholders of listed companies, and shall be responsible for collecting relevant information. The stock exchange shall clearly disclose information such as the registration of equity pledges by major shareholders of listed companies, the risk of liquidation, and the release of equity pledges.
 Where the majority shareholder's shares of a listed company are sold as a result of the implementation of an equity pledge agreement, these regulations shall be implemented.
 
Article 13
 If a listed company's shareholders and Dong Jiangao fail to reduce their shareholdings in accordance with these regulations and the rules of the stock exchange, the stock exchange shall adopt regulatory measures such as written warnings and disciplinary measures such as notification of criticism and public condemnation; if the circumstances are serious, the securities transaction The company shall prohibit the relevant securities account from reducing its holdings of shares within 6 months or 12 months through measures to restrict transactions.
 In order to prevent major market fluctuations, affect the order of market transactions or damage the interests of investors, prevent market risks, and guide the reduction of holdings in an orderly manner, stock exchanges can restrict transactions that constitute abnormal transactions according to market conditions and in accordance with laws and transaction rules. And other measures.
 
Article 14
 If a listed company's shareholders and Dong Jiangao fail to reduce their shareholdings in accordance with these regulations and the rules of the stock exchange, the China Securities Regulatory Commission shall adopt supervisory measures such as order corrections in accordance with relevant regulations.
 
Article 15
 If a listed company's shareholders and Dong Jiangao fail to disclose information in accordance with these regulations and the rules of the stock exchange, or if the disclosed information contains false records, misleading statements, or major omissions, the China Securities Regulatory Commission shall comply with the Securities Law 193 The provisions of this article give administrative penalties.
 
Article 16
 If the shareholders of a listed company and Dongjian Gao reduce their shareholdings in excess of the percentages set by laws, regulations, rules and regulatory documents of the China Securities Regulatory Commission, and the rules of the stock exchange, they shall be investigated and punished according to law.
 
Article 17
 If the shareholders of a listed company and Dong Jiangao fail to reduce their holdings in accordance with these regulations and the rules of the stock exchange, which constitutes fraud, insider trading, and market manipulation, they shall be investigated and punished according to law.
 
Article 18
 Shareholders of the listed company and Dong Jiangao have reduced their holdings in violation of these regulations and the rules of the stock exchange. If the circumstances are serious, the CSRC may take measures to prohibit entry in the securities market in accordance with the law.
 
Article 19
 These regulations shall come into effect on the date of promulgation. “Several Provisions on Listed Companies' Major Shareholders and Dong Jiangao's Reduction of Shares” (CSRC Announcement [2016] No. 1) was repealed simultaneously.
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