· Area of Law： Securities

· Level of Authority： Industry Regulations

· Date issued：09-30-2016

· Effective Date：09-30-2016

· Status： Effective

· Issuing Authority： Shenzhen Stock Exchange

Notice of the Shenzhen Stock Exchange on the Information Disclosure of Listed Companies and Other Matters Relating to the Shenzhen-Hong Kong Stock Connect
All listed companies and relevant parties with information disclosure obligations:
In accordance with the provisions of the Measures of the Shenzhen Stock Exchange for the Implementation of the Shenzhen-Hong Kong Stock Connect (hereinafter referred to as the “Implementing Measures”), SZSE Constituent Index and SZSE Small/Mid Cap Innovation Index stocks which each have a daily average market capitalization of not less than six billion yuan (if listed for less than six months, market capitalization is calculated based on the actual time of listing) in the six months before the deadline for periodical adjustment review and A-shares listed on the Shenzhen Stock Exchange (hereinafter referred to as the “SZSE”) as issued by companies concurrently listed on Shanghai and Hong Kong stock markets (with H-shares listed on the main board of the SEHK, hereinafter referred to as “A+H companies”), excluding ST stocks, *ST stocks, stocks under delisting arrangement, and B-shares, will, in principle, be the stocks for northbound trading under the Shenzhen-Hong Kong Stock Connect. For purposes of ensuring the smooth implementation of the Shenzhen-Hong Kong Stock Connect and protecting the lawful rights and interests of domestic and foreign investors, you are hereby notified of the following matters on the information disclosure of issuers of stocks for northbound trading (hereinafter referred to as “companies under northbound trading”):
I. The Shenzhen-Hong Kong Stock Connect adheres to the overall principle of “not changing the regulatory frameworks of Shenzhen and Hong Kong and not changing investors' trading practice,” and companies under northbound trading shall still observe the original domestic rules and perform their information disclosure obligations in accordance with the Measures for the Administration of Information Disclosure of Listed Companies, the Stock Listing Rules, the Rules for Stock Listing on ChiNext, and other provisions.
II. As designated by the China Securities Regulatory Commission, the official website of the SZSE (www.szse.cn) and  HYPERLINK "http://www.cninfo.com.cn" www.cninfo.com.cn are the designated information disclosure websites for companies under northbound trading. After the launch of the Shenzhen-Hong Kong Stock Connect, companies under northbound trading shall, when disclosing information on the official website of the SZSE and www.cninfo.com.cn, continue to disclose relevant information on the designated media for information disclosure according to the existing provisions; and the specific methods for the disclosure of relevant information shall still be governed by existing provisions.
III. Companies under northbound trading shall pay attention to the changes brought about by and impact of the launch of the Shenzhen-Hong Kong Stock Connect. After the launch of the Shenzhen-Hong Kong Stock Connect, foreign investors will become shareholders of companies under northbound trading by legally trading in their stocks. After corresponding changes of the structure of shareholders, the companies' information disclosure methods and requirements, the convening of the shareholders' meeting and the exercise of shareholders' rights, and investor relationship management, among others, will be in a new environment. Companies under northbound trading shall attach great importance to and adapt to the changes of external environment, further regulate information disclosure, and improve investor relationship management.
IV. Companies under northbound trading and relevant parties with information disclosure obligations shall, at the same time, disclose significant information to all domestic and foreign investors to ensure that all investors may equally obtain the same information, and shall not disclose or divulge information to a single or certain investors.
V. Companies under northbound trading shall, in accordance with the provisions of the Company Law and other relevant laws and regulations and the company bylaws, fully protect domestic and foreign shareholders' rights such as participation in decision-making and profit distribution. Under the Shenzhen-Hong Kong Stock Connect framework, foreign investors, as the actual beneficial owners, shall, in accordance with the provisions of relevant laws and regulations, exercise a shareholder's rights through relevant nominal holders, including but not limited to requesting the convening of the shareholders' meeting, submitting proposals to the shareholders' meeting, voting on the shareholders' meeting, and obtaining dividends or other investment return.
VI. Companies under northbound trading that convene the shareholders' meeting shall consider the convenience for domestic and foreign shareholders to be present at the meeting, and when convening the meeting on a physical venue, shall also provide domestic and foreign shareholders with the opportunity to vote online, and specify the methods for shareholders to participate in online voting and other relevant matters.
VII. Companies under northbound trading shall follow at all time the reports related to them on domestic and foreign media, verify relevant information in a timely manner, and in strict accordance with the provisions of relevant laws and regulations, departmental rules and the Stock Listing Rules of the SZSE, perform their information disclosure obligations, and ensure the truth, accuracy, integrity, timeliness, and fairness of information disclosure.
VIII. Companies under northbound trading shall effectively conduct investor relationship management, fully consider the territorial particularity of foreign investors, communicate with investors by making good use of multiple channels such as the “e-interaction” platform of the SZSE, shareholders' meeting, analysts' meeting, investor briefing, performance briefing, and media briefing, and reply to the concerns of domestic and foreign investors in a timely manner.
IX. In accordance with the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 2—Contents and Formats of Annual Reports, the total number of shareholders and the names of shareholders each holding 5% or more of the shares of the company at the end of the reporting period, among others, shall be disclosed in annual reports. If there are less than ten shareholders who each hold 5% or more of the shares, the shareholding by at least top ten shareholders shall be stated. Companies under northbound trading shall confirm shareholders' identities according to the registers of shareholders provided by the depository and clearing institution, i.e. disclose information on the top ten shareholders in the periodical reports by using the nominal holder.
X. A foreign investor shall pay close attention to whether its shareholding percentage in a single listed company complies with relevant provisions of the Several Provisions on the Interconnection Mechanism for Transactions in the Mainland and Hong Kong Stock Markets, and if there is any noncompliance with relevant provisions, the investor shall, in strict accordance with relevant provisions of Section 5, Chapter II of the Implementing Measures, sell the excess within five trading days of northbound trading, and perform information disclosure obligations in a timely manner according to relevant provisions.
A single foreign investor's shareholding in a single listed company shall not exceed 10% of total shares of the listed company, and the shareholding by all foreign investors in a single listed company shall not exceed 30% of total shares of the listed company.
XI. When an investor and persons acting in concert therewith calculate their shareholding percentage and perform information disclosure obligations in accordance with relevant provisions, the domestically and overseas listed shares of the same listed company held through northbound trading and other methods shall be calculated on a consolidated basis, and the shareholdings by different products managed by the same QFII shall also be calculated on a consolidated basis.
XII. Where an A+H company under northbound trading experiences any major event during trading hours and is unable to disclose the event in a timely manner, it may apply to the SZSE for a trading halt; and the SZSE may, according to the circumstances, directly implement a trading halt, and the listed company shall cooperate and issue the relevant announcement in a timely manner.
When the aforesaid trading halt occurs, the listed company shall apply to the SZSE and the stock exchange on which H-shares are listed for halting at the same time the trading in the company's stocks and derivatives. The listed company shall effectively protect investors' trading right and right to information, and as much as possible, take necessary measures to achieve trading resumption in Shenzhen and Hong Kong at the same time.
XIII. When an A+H company under northbound trading and relevant parties with information disclosure obligations perform the reporting and announcement obligations on the same event, if only one of the domestic and foreign parties is involved in the information disclosure obligations, the information disclosure obligations shall be performed at the same time. In the case of any discrepancies between relevant domestic and overseas provisions, the information disclosure obligations shall be fulfilled under the principles of “the more, the better and the stricter, the better.”
XIV. Companies under northbound trading shall follow the Shenzhen-Hong Kong Stock Connect Column on the SZSE's website to obtain the adjustments of stocks for northbound trading and other relevant information in a timely manner.
XV. This Notice shall come into force on the date when the Shenzhen-Hong Kong Stock Connect is launched.
Shenzhen Stock Exchange
September 30, 2016