Access Threshold for Individual Investors in Shenzhen on the Business during the Delisting Arrangement Period

 2018-06-25  30


· Document Number:No. 420 [2017] of the Shenzhen Stock Exchange

· Area of Law: Securities

· Level of Authority: Industry Regulations

· Date issued:06-28-2017

· Effective Date:07-01-2017

· Status: Effective

· Issuing Authority: Shenzhen Stock Exchange

 

Notice of the Shenzhen Stock Exchange on Amending the Clauses involving the Access Threshold for Individual Investors in the Special Provisions of the Shenzhen Stock Exchange on the Business during the Delisting Arrangement Period
(No. 420 [2017] of the Shenzhen Stock Exchange)
All market participants:
For the purposes of regulating the administration of the investor suitability during the delisting arrangement period of listed companies and protecting investors' lawful rights and interests, under the relevant provisions of the Measures of the China Securities Regulatory Commission for the Administration of the Suitability of Securities and Futures Investors, the Shenzhen Stock Exchange has amended the clauses involving the access threshold for individual investors in the Special Provisions of the Shenzhen Stock Exchange on the Business during the Delisting Arrangement Period (2015 Revision, hereinafter referred to as the “Former Provisions on the Business during the Delisting Arrangement Period”) and you are hereby notified of the following matters:
I. Paragraph 1 of Article 12 is amended to read: “An individual investor buying stocks during the delisting arrangement period shall have more than two years of stock trading experience and have daily average securities assets of not less than 500,000 yuan twenty trading days before applying for access.”
II. According to this Notice, the Shenzhen Stock Exchange has issued the Special Provisions of the Shenzhen Stock Exchange on the Business during the Delisting Arrangement Period (2017 Revision, hereinafter referred to as the “New Provisions on the Business during the Delisting Arrangement Period”), which shall come into force on July 1, 2017. The Former Provisions on the Business during the Delisting Arrangement Period (No. 46 [2015], Shenzhen Stock Exchange) issued by the Shenzhen Stock Exchange on January 30, 2015 shall be concurrently repealed.
III. Investors with access to stock purchase during the delisting arrangement period before the New Provisions on the Business during the Delisting Arrangement Period come into force may continue to participate in transactions under the “non-retroactivity” principle.
IV. All member entities shall diligently and effectively adjust the relevant business process and make preparation for the technical system, to ensure the regulated administration of the suitability of the stock clients during the delisting arrangement period.

Annex: Special Provisions of the Shenzhen Stock Exchange on the Business during the Delisting Arrangement Period (2017 Revision)
Shenzhen Stock Exchange
June 28, 2017
Special Provisions of the Shenzhen Stock Exchange on the Business during the Delisting Arrangement Period (2017 Revision)
Chapter I General Provisions
Article 1 For the purposes of regulating the issues concerning the delisting arrangement period of listed companies and protecting investors' lawful rights and interests, these Provisions are developed in accordance with the Several Opinions of the China Securities Regulatory Commission on Reforming, Improving, and Strictly Implementing the Delisting System of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange (2014 Revision, hereinafter referred to as the “Listing Rules”), the Rules of the Shenzhen Stock Exchange for Stock Listing on ChiNext (2014 Revision, hereinafter referred to as the “Stock Listing on ChiNext”), the Trading Rules of the Shenzhen Stock Exchange (hereinafter referred to as the “Trading Rules”), the Member Management Rules of the Shenzhen Stock Exchange and other relevant provisions.
Article 2 The matters concerning the trading of the stocks of a listed company during the delisting arrangement period after the Shenzhen Stock Exchange (“SZSE”) makes a delisting decision shall be governed by these Provisions.
Where a listed company voluntarily applies for delisting of its stocks under the provisions of Chapter XIV of the Listing Rules and Chapter XIII of the Stock Listing on ChiNext, these Provisions shall not apply.
Article 3 During the delisting arrangement period, a listed company and its directors, supervisors, senior executives, shareholders, actual controllers, acquirer and other natural persons, institutions and their relevant personnel, the sponsor institution and its sponsor representatives, as well as the securities service institution and its relevant personnel shall comply with the laws, administrative regulations, departmental rules, regulatory documents, the Listing Rules and the Stock Listing on ChiNext of the SZSE, and other relevant provisions.
Article 4 Members of the SZSE shall, under these Provisions and the relevant provisions of the SZSE, take corresponding measures to remind investors to guard against the investment risks of participating in the stock trading during the delisting arrangement period.
Chapter II Stock Trading
Article 5 During the delisting arrangement period, the securities code of a listed company shall remain unchanged and the securities abbreviation shall be changed to “XXX Delisting.”
Where a listed company concurrently issues A shares and B shares and its A shares and B shares are traded during the delisting arrangement period under the applicable provisions, its securities abbreviations shall be respectively changed to “XXA delisting” and “XXB delisting.” Where a listed company only issues B shares and its B shares are traded during the delisting arrangement period under the applicable provisions, its securities abbreviation shall be changed to “XXB delisting.”
Article 6 During the delisting arrangement period, the trading of shares of a listed company shall generally not be suspended.
Where a company applies to the SZSE for all-day suspension of trading of its stocks for special reasons, the accumulated number of days of suspension of trading shall not exceed five trading days.
Article 7 The term of the delisting arrangement period shall be 30 trading days.
During the delisting arrangement period, the all-day suspension of trading of a listed company's stocks shall not be included in the delisting arrangement period.
Article 8 During the delisting arrangement period, the time of trading restriction of the shares with restrictions for sale held by the shareholders of a listed company shall be calculated continuously and the relevant shares shall not be circulated before the expiration of the time of trading restriction.
Article 9 During the delisting arrangement period, the price limits, quotation reveal, public information and other trading matters in respect of the trading of a listed company's stocks shall be governed by the Trading Rules and other relevant provisions.
Article 10 On the trading day immediately following the date of expiration of the delisting arrangement period, the relevant stocks shall be delisted by the SZSE.
Article 11 A listed company shall make good preparation in a timely manner after its stocks are delisted and cooperate with the share transfer service institution to effectively conduct the relevant work, to ensure that the shares of the company are listed on the National Equities Exchange and Quotations for transfer within 45 days after the expiration of the delisting arrangement period.
Article 12 An individual investor buying stocks during the delisting arrangement period shall have two or more years of stock trading experience and have daily average securities assets of not less than 500,000 yuan twenty trading days before applying for access.
The securities assets as mentioned in the preceding paragraph include clients' trading settlement funds, stocks, bonds, funds and securities companies' asset management plans, and other assets held by investors.
Where it is otherwise prescribed by the SZSE on the investors participating in the transactions during the delisting arrangement period, such provisions shall prevail.
Chapter III Information Disclosure
Article 13 During the delisting arrangement period, a listed company and the relevant parties with information disclosure obligations shall continue to perform the obligation of information disclosure in an authentic, accurate, complete, timely and impartial manner under the laws, administrative regulations, departmental rules, regulatory documents, the Listing Rules, the Stock Listing on ChiNext and other relevant provisions.
Article 14 A listed company shall disclose the announcement on the delisting of stocks upon receipt of the decision of the SZSE on delisting its stocks in a timely manner. The relevant announcement shall include:
(1) the category, securities abbreviation and securities code of the stocks delisted and the main content of the delisting decision;
(2) the securities code, securities abbreviation and price limits of the company's stocks during the delisting arrangement period (applicable to a company entering the delisting arrangement period);
(3) the trading term of the company's stocks during the delisting arrangement period and the expected final trading date (applicable to a company entering the delisting arrangement period);
(4) the statement on not planning or carrying out material asset restructuring or any other major matters during the delisting arrangement period (applicable to a company entering the delisting arrangement period);
(5) the registration, transfer, management and other matters of the company's stocks after delisting;
(6) the contact person, contact address, telephone number and other communication modes of the company after delisting; and
(7) other content as required to be disclosed by the SZSE.
Article 15 During the delisting arrangement period, a company shall issue a risk warning announcement that the stocks will be delisted on the first trading day, every fifth trading day of the first 25 trading days, and every day of the last five trading days.
The SZSE may, as the case may be, require the company to adjust the frequency of disclosure of the announcement on the risk warning of delisting of stocks.
Article 16 When issuing an announcement during the delisting arrangement period, a listed company shall disclose the risk of delisting in the form of “Special Warning”: “The company's stocks will be traded for 30 trading days during the delisting arrangement period. As of the date of this Announcement, the company's stocks have been traded for XX trading days and are expected to be delisted in XX trading days (or on XX date XX month XX year). Investors are advised to invest prudently and guard against risks.”
Article 17 During the delisting arrangement period, the board of directors of a listed company shall pay attention to its stock trading, media reports and market rumors and, if necessary, make clarification in a timely manner.
Article 18 A listed company shall issue a stock delisting announcement on the trading day immediately following the date of expiration of the delisting arrangement period, and shall specify the specific matters concerning the listing of the company's stocks on the National Equities Exchange and Quotations for transfer after delisting, including the entry date, re-confirmation of shares, registration and custody, trading rules, and other information.
Chapter IV Miscellaneous
Article 19 During the delisting arrangement period, a listed company shall not plan or carry out material asset restructuring or any other major matters.
Article 20 Under any of the following circumstances, a listed company shall convene a general meeting of shareholders in a timely manner to make a choice whether the company's shares will enter the delisting arrangement period for trading after the SZSE makes a delisting decision:
(1) After the suspension of trading of shares, the company discloses a preliminary plan or report on material asset restructuring.
(2) Where a company falls under the circumstances of compulsory delisting as prescribed in Chapter XIV of the Listing Rules or Chapter XIII of the Stock Listing on ChiNext, before the SZSE makes a decision to delist the company's stocks, the board of directors of the company adopts a plan on material asset restructuring matters upon deliberation and issues an announcement.
Where a company convenes a general meeting of shareholders to deliberate relevant motion in accordance with the provisions of the preceding paragraph, the motion shall be adopted by two thirds or more of the voting rights held by shareholders present at the meeting. The company shall separately collect and disclose the results of voting of the shareholders other than the shareholders separately or aggregately holding 5% or more of the listed company's shares and the shareholders other than the listed company's directors, supervisors and senior executives.
Where a company having entered the bankruptcy reorganization procedure or having completed bankruptcy reorganization falls under the circumstances of compulsory delisting as prescribed in Chapter XIV of the Listing Rules or Chapter XIII of the Stock Listing on ChiNext, and as recognized by the people's court or any other authority, stocks' entering the delisting arrangement period for trading will lead to conflicts with the implementation of the bankruptcy reorganization procedures or the company reorganization plan approved by the people's court or other consequences, the company's stocks are not required to enter the delisting arrangement period for trading.
Article 21 The board of directors of a listed company shall choose one of the following motions for submission to the general meeting of shareholders for deliberation:
(1) continuing to promote material asset restructuring or any other major matter and not entering the delisting arrangement period for trading of stocks; and
(2) terminating material asset restructuring or any other major matter and entering the delisting arrangement period for trading of stocks;
Where the motion in item (1) of the preceding paragraph is chosen, the board of directors of the listed company shall specify in the notice of the general meeting of shareholders: if the motion is adopted upon deliberation by the general meeting of shareholders, the SZSE will directly delist the company, terminate the listing of the company's stocks and no longer arrange trading during the delisting arrangement period from the trading day immediately following the date of expiration of five trading days after a delisting decision is made; and if the motion is not adopted upon deliberation, the SZSE will arrange for the company's stocks to enter the delisting arrangement period from the trading day immediately following the date of expiration of five trading days after a delisting decision is made.
Where the motion in item (2) of the preceding paragraph is chosen, the board of directors of the listed company shall specify in the notice of the general meeting of shareholders: if the motion is adopted upon deliberation by the general meeting of shareholders, the SZSE will arrange for the company's stocks to enter the delisting arrangement period from the trading day immediately following the date of expiration of five trading days after a delisting decision is made; and if the motion is not adopted upon deliberation, the SZSE will directly delist the company, terminate the listing of the company's stocks and no longer arrange trading during the delisting arrangement period from the trading day immediately following the date of expiration of five trading days after a delisting decision is made.
Article 22 A company that does not enter the delisting arrangement period for trading shall undertake that its stocks, if delisted, will be listed on the National Equities Exchange and Quotations for transfer.
Article 23 A listed company whose stocks are to be traded during the delisting arrangement period shall, within two trading days after receiving the decision of the SZSE on delisting its stocks, submit the following materials to the SZSE:
(1) An application of the board of directors of the company for changing the securities abbreviation.
(2) A letter of commitment of the board of directors of the company on not planning material asset restructuring or any other matter during the delisting arrangement period.
(3) A risk alert announcement on the stock trading during the delisting arrangement period.
(4) Other materials required by the SZSE.
Article 24 Where a listed company refuses to perform its obligations under the business rules of the SZSE, does not cooperate with the relevant work of the SZSE or falls under any other circumstance as determined by the SZSE, the SZSE shall not accept any application of the company for re-listing within 36 months after delisting of the company.
Article 25 Where a listed company fails to perform the relevant obligations in accordance with these Provisions, the SZSE shall, in light of the seriousness of circumstances, take self-discipline supervision measures or disciplinary sanctions against the company and the responsible directors, supervisors, senior executives and other relevant personnel in accordance with the provisions of the Listing Rules and the Stock Listing on ChiNext.
Chapter V Supplementary Provisions
Article 26 These Provisions shall apply, mutatis mutandis, to the circumstances under which the SZSE makes a delisting decision with respect to the convertible corporate bonds or other stock derivatives issued by a listed company.
Article 27 These Provisions shall come into force after it is deliberated and adopted at the board of directors of the SZSE and reported to the China Securities Regulatory Commission for approval.
Article 28 These Provisions shall be subject to interpretation by the SZSE.
Article 29 These Provisions shall come into force on July 1, 2017. The Special Provisions of the Shenzhen Stock Exchange on the Business during the Delisting Arrangement Period (2015 Revision, No. 46 [2015], SZSE) issued by the SZSE on January 30, 2015 shall be concurrently repealed.