· Document Number：No. 19 [2016] of the Shanghai Stock Exchange

· Area of Law： Securities

· Level of Authority： Industry Regulations

· Date issued：05-27-2016

· Effective Date：05-27-2016

· Status： Effective

· Issuing Authority： Shanghai Stock Exchange

Notice of the Shanghai Stock Exchange on Issuing the Guidelines on Trading Suspension and Resumption for Listed Companies Planning Major Events
(No. 19 [2016] of the Shanghai Stock Exchange)
All listed companies:
For purposes of regulating trading suspension and resumption by listed companies for major events, and enhancing the efficiency of information disclosure during the trading suspension period, in accordance with the relevant laws and regulations, the Stock Listing Rules of the Shanghai Stock Exchange and other provisions, the Shanghai Stock Exchange (“SSE”) has developed the Guidelines on Trading Suspension and Resumption for Listed Companies Planning Major Events (See Annex), which are hereby issued and shall come into force on the date of issuance. The Notice on Regulating Trading Suspension and Resumption for Non-public Share Offering Planning by Listed Companies and Related Matters (No. 78 [2014], SSE) issued by the SSE on November 25, 2014 and the relevant provisions of Chapter III “Restructuring Planning and Trading Suspension” in the Guidelines for Information Disclosure and Trading Suspension and Resumption in the Material Asset Restructurings of Listed Companies (No. 5 [2015], SSE) issued on January 8, 2015 shall be repealed concurrently.

Annex: Guidelines on Trading Suspension and Resumption for Listed Companies Planning Major Events
Shanghai Stock Exchange
May 27, 2016
Annex
Guidelines on Trading Suspension and Resumption for Listed Companies Planning Major Events
Chapter I General Requirements
Article 1 For purposes of regulating trading suspension and resumption of stocks and their derivatives during the period when listed companies are planning material asset restructuring, non-public offering and other major events, maintaining the securities market order, and guaranteeing investors' right to know and trading rights, these Guidelines are developed in accordance with the Measures for the Administration of Material Asset Restructurings of Listed Companies (hereinafter referred to as “Restructuring Measures”), the Measures for the Administration of the Offering of Securities by Listed Companies and the Stock Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as “Stock Listing Rules”) and other provisions.
Article 2 A listed company shall prudentially exercise trading suspension rights, and shall not use the application for trading suspension to replace the performance of information confidentiality obligation by the company and related parties.
Article 3 A listed company that applies for trading suspension or resumption, or resumption extension, among others, shall perform the procedures for decision-making by the board of directors and shareholders' meeting as required. If the planned event involves affiliated transactions, the affiliated party shall strictly abide by the rules of withdrawal from voting.
The company shall file a trading suspension application within non-trading sessions, and submit the following documents to the Shanghai Stock Exchange (“SSE”):
(1) Trading suspension application, on which the board chairman of the company or a director authorized by the board chairman shall sign his or her name for confirmation, and to which the company's official seal shall be affixed.
(2) Trading suspension announcement, which shall state the cause for trading suspension, specific type of the planned event and the predicted time of trading resumption.
(3) Other documents as required by the SSE.
Article 4 A listed company shall sufficiently guarantee investors' right to know during the trading suspension period, disclose in details the progress of the planned event by stage, and avoid information disclosure in an ambiguous and stereotype manner.
Article 5 A listed company and its controlling shareholders, actual controllers, directors, supervisors and senior executives, intermediary institutions and all related parties shall actively advance the planned event during the trading suspension period, reduce trading suspension time, and guarantee investors' normal trading rights.
Article 6 A listed company that applies for trading resumption shall submit a trading resumption application and trading resumption announcement to the SSE. The trading resumption application and trading resumption announcement shall cover:
(1) arrangements on resuming trading in the company's stock and its derivatives;
(2) time of trading resumption; and
(3) the progress of the planned event during the trading suspension period and its impact on the company.
Where material asset restructuring, affiliated transactions, external investment or any other event is involved, the company shall also perform relevant deliberation procedures and information disclosure obligations in accordance with the Restructuring Measures, Stock Listing Rules, and other provisions.
Article 7 Where a listed company terminates major event planning and applies for trading resumption, it shall disclose in details the reason for termination, decision-making procedures, the impact on the company, follow-up arrangements, and other matters, and sufficiently warn of risks.
Article 8 Where the major event planning of a listed company involves share offering, the company or any of its incumbent directors and senior executives is under investigation by the judicial authority for suspected involvement in a crime or is under investigation by the CSRC for suspected violation of any law or regulation during the trading suspension period, the company shall apply for trading resumption in a timely manner, and at the same time, disclose whether to continue advancing share offering and the impact of the aforesaid matters on the company.
Article 9 Where any abnormal circumstance occurs in transactions on the securities market, the SSE may, according to the decision of the CSRC or actual circumstances of the market, suspend the handling of the trading suspension application of a listed company, so as to maintain the continuity and liquidity of market transactions and protect investors' trading rights.
Chapter II Planning for Material Asset Restructuring
Article 10 Where a listed company applies for trading suspension for material asset restructuring planning, it shall, except under any circumstance permitting trading resumption extension as set forth in Article 13 of this Chapter, announce the plan and apply for trading resumption within three months.
Where the company is unable to determine whether the planned event constitutes material asset restructuring, and it expects that it is difficult to keep confidential the planning information, the company may apply to the SSE for trading suspension, and at the same time, promise to determine whether material asset restructuring is constituted within ten trading days after trading suspension, and disclose in a timely manner the authentication progress during the trading suspension period.
When the company obtains the information that a shareholder or the actual controller is planning any material asset restructuring involving the company, it shall, in a timely manner, apply to the SSE for trading suspension based on the aforesaid requirements.
Article 11 Where a listed company expects that it is unable to disclose the material asset restructuring plan before the trading suspension period reaches one month, and plans to apply for trading resumption extension, it shall disclose the following content:
(1) Type of the counterparty, such as controlling shareholders, actual controllers, third parties and whether affiliated transactions are constituted, among others.
(2) Trading methods, such as asset purchase by share offering, asset purchase or sale by cash, asset replacement or other trading methods.
(3) Industry type of underlying assets, if several underlying assets are involved, the industries to which they belong shall be disclosed respectively, if the industry of underlying assets disclosed subsequently is inconsistent with that disclosed previously, the specific reason for inconsistency shall be stated.
Article 12 Where a listed company expects that it is unable to disclose the material asset restructuring plan before the trading suspension period reaches two months, and plans to apply for trading resumption extension, it shall convene the meeting of the board of directors to deliberate on the proposal on trading resumption extension before the expiration of the original time limit for trading resumption, and disclose the following content after the proposal is adopted upon deliberation:
(1) Specific circumstances of underlying assets, such as the name of underlying assets, principal businesses, and the names of their controlling shareholders and actual controllers, among others. If an overseas listed company is involved, and its stock or the derivatives thereof are in trading, the disclosure of underlying assets and the names of their controlling shareholders and actual controllers may be suspended.
(2) Trading method and its impact on the company, such as whether it will cause any change of control, whether backdoor listing is constituted, whether shares are offered and supporting funds are raised, among others.
(3) Communication and negotiation with existing or potential trading counterparty, such as whether a restructuring framework or intent agreement has been entered into with the counterparty, or any major revision or amendment has been made to the restructuring framework or intent agreement entered.
(4) The specific circumstances of due diligence, auditing and assessment of underlying assets, such as the specific name of the financial consultant, the entry time of all intermediary institutions and progress, among others.
(5) Whether the listed company needs to obtain the prior approval opinion of the state-owned asset management department or any other competent department on restructuring and the current progress.
Article 13 Where a listed company expects that it is unable to disclose the material asset restructuring plan before the trading suspension period reaches three months, and meets any of the following conditions, it may apply for trading suspension extension:
(1) It needs to be subject to the prior approval of the state-owned asset management department or the national defense science and technology administrative department before the disclosure of the plan, and it has obtained the written certification document (certification documents are not required if the relevant department has expressly provided for the requirements for the prior approval of the plan).
(2) The state-owned asset management department transfers partial equities or control of its subordinate listed company in the form of public solicitation of the transferee, and requires the transferee to transfer the assets or business owned by it to the listed company through material asset restructuring after obtaining the equities or control right, and to obtain the written certification documents of the state-owned asset management department.
(3) Overseas acquisition is involved, and the consideration payment form is asset purchase by share offering.
(4) It falls under unprecedented major events.
(5) Any other circumstance determined by the SSE.
Article 14 Where a listed company plans to apply for trading resumption extension under any circumstance set forth in Article 13, it shall convene the meeting of the board of directors and the shareholders' meeting to deliberate on the proposal on the application for trading resumption extension before the expiration of the original time limit for trading resumption.
The company shall convene investor briefing before the shareholders' meeting is convened, to state the latest progress of restructuring and reason for trading resumption extension.
When the proposal on trading resumption extension application is deliberated at the company's shareholders' meeting, and shareholders and their persons acting in concert participate in restructuring-related transactions in such forms as subscription, receipt or transfer of the company's equities and trading in assets with the company, they shall withdraw from voting.
Article 15 Where the trading resumption extension proposal of a listed company is not adopted upon deliberation at the shareholder's meeting, the listed company shall disclose the announcement on the resolution of the shareholders' meeting in a timely manner, and apply for trading resumption within five trading days from the expiration of the original time limit for trading resumption. The company shall disclose the material asset restructuring plan before trading resumes, or terminate the material asset restructuring planning.
Where the company's trading resumption extension proposal is adopted upon deliberation at the shareholders' meeting, the company shall disclose the following content in the trading resumption extension announcement:
(1) Restructuring framework agreement.
(2) Reason for continuation of trading suspension.
(3) The verification opinion of the financial consultant that the company's reason for continuation of trading suspension complies with the provisions of the SSE.
(4) The verification opinion of independent directors that the company's reason for continuation of trading suspension complies with the provisions of the SSE.
(5) Uncompleted work and specific schedule.
(6) Predicted time of trading resumption.
(7) The convening of investor briefing.
Article 16 Where a listed company expects that it is unable to disclose the material asset restructuring plan before the trading suspension period reaches four months, and plans to apply for trading resumption extension, it shall disclose the following content:
(1) Specific time of trading resumption.
(2) Special verification opinion of the financial consultant on the authenticity of disclosed information on the restructuring progress during the company's trading suspension period, the rationality of continuation of trading suspension, and the feasibility of trading resumption within five months.
Article 17 Unless that material asset restructuring shall be subject to prior approval in accordance with laws and regulations or falls under unprecedented major events, the listed company shall suspend trading for an accumulative period of not more than five months for material asset restructuring planning.
Where the company makes consecutive material asset restructuring planning, the accumulated time of trading suspension shall not exceed five months.
Article 18 Where a listed company applies for trading suspension on the ground of major event planning and changes to trading suspension for material asset restructuring planning afterwards, or applies for trading suspension on the ground of non-public share offering planning, and changes to material asset restructuring planning afterwards, the trading suspension period shall be calculated from the date of initial trading suspension according to the provisions of this Chapter.
Article 19 The trading suspension time required by the SSE for ex post examination and inquiry as to a material asset restructuring plan directly disclosed by a listed company shall not be included in the period of trading suspension for material asset restructuring.
Article 20 Where a listed company changes the subject matter of restructuring during the period of trading suspension for material asset restructuring planning, it shall disclose the plan and resume trading within three months, unless that the conditions for trading resumption extension as set forth in Article 13 are met.
The listed company shall not change the subject matter of restructuring and continue trading suspension three months after the expiration of the period of trading suspension for material asset restructuring planning.
Article 21 Where a listed company applies for trading suspension on the ground of material asset restructuring planning, it shall, within two trading days after trading suspension, disclose the names of and number of shares held by the top ten shareholders, the names of and number of shares held by the top ten shareholders of tradable shares and the total number of shareholders as of one trading day before trading suspension.
Article 22 A listed company shall diligently prepare the trading process memorandum during the period of trading suspension for material asset restructuring planning.
The company shall disclose any of the following material progress or major changes of the planning:
(1) Conclusion of written documents such as the restructuring service agreement with an intermediary institution.
(2) Conclusion of restructuring framework or intent agreement with the counterparty, or major revision or change of the restructuring framework or intent agreement entered.
(3) Obtainment of prior approval opinions of the competent department on restructuring.
(4) Obtainment of progress of due diligence, auditing, assessment and other work during a stage.
(5) Occurrence of risk of termination of the planning, for instance, both trading parties have significant price difference, the market has large fluctuations, or the tax policy and underlying asset industry policy has any material change, which may lead to trading failure.
(6) Change, increase or decrease of restructuring subject matter.
(7) Replacement of the financial consultant or any other intermediary institution.
(8) Any other significant progress or major change.
Chapter III Planning for Non-Public Offering of Shares
Article 23 Where a listed company applies for trading suspension on the ground of non-public offering of shares, it shall disclose the plan and apply for trading resumption within ten trading days, unless that it falls under any circumstance permitting trading resumption extension prescribed in this Chapter.
Article 24 Where a listed company falls under any of the following circumstances during the period of non-public offering planning, it may apply for trading resumption extension for the first time for not more than five trading days.
(1) The trading amount of assets to be purchased by raised funds is especially huge, and the workload of auditing and assessment is relatively high.
(2) The assets to be purchased by raised funds involve overseas acquisition.
(3) The relevant matters that shall be subject to the prior approval of the competent department have not been approved.
(4) The unprecedented major event shall be defined or resolved before the disclosure of the offering plan.
The institution conducting auditing or assessment of the company shall specify in details the expected amount, regional distribution, ownership confirmation and other matters in respect of the auditing or assessment project involved in item (1), paragraph 1 of this Article, and at the same time, offer a special opinion on whether it is difficult to complete auditing or assessment during the trading suspension period since the workload is high, and disclose the opinion.
The financial consultant of the company shall explain in details the expected amount, regional distribution and other difficult due diligence matters in respect of the overseas acquisition project involved in item (2), paragraph 1 of this Article, and at the same time, issue special opinion on whether it is difficult to complete examination during the trading suspension period since the workload is high, and disclose the opinion.
The “to-be-approved matters” as set forth in item (3), paragraph 1 of this Article means non-public offering plan, share subscription object or project in which raised funds are invested. The company shall disclose the legal provisions that subject the aforesaid matters to prior approval or the special explanation of the competent approval department.
Article 25 Where a listed company expects that it is unable to disclose the offering plan within the first trading resumption extension period, it shall convene the meeting of the board of directors before the expiration of the period to deliberate on the proposal whether to apply for trading resumption extension for the second time for not more than 20 days.
Where the board of directors of the company deems that the trading resumption extension period needs to exceed 20 days when deliberating on the proposal on the second trading resumption extension, it shall, when making a resolution, issue a notice on convening the shareholders' meeting, and submit for deliberation at the shareholders' meeting the proposal on application for trading resumption extension for the third time upon expiration of the 20-day extension period.
The time for the shareholder's meeting convened by the company to deliberate on the application for trading resumption extension shall not exceed two months, unless that non-public offering shall be subject to prior approval in accordance with the law or falls under unprecedented major events.
Article 26 When a listed company convenes a shareholders' meeting to deliberate on the proposal on application for trading resumption extension for the third time, the affiliated shareholders that plan to subscribe for the shares non-publicly offered this time shall withdraw from voting. If the company discloses the non-public offering plan before convening the shareholders' meeting, it may cancel the shareholders' meeting.
Where the proposal on application for trading resumption extension for the third time is not adopted at the company's shareholders' meeting upon deliberation, the company shall disclose the announcement on the resolution of the shareholders' meeting in a timely manner, terminate the non-public offering planning, or disclose the non-public offering plan before the expiration of the second trading resumption extension period.
Where the proposal on application for trading resumption extension for the third time is deliberated and adopted at the company's shareholders' meeting, the company shall disclose the announcement on the resolution of the shareholders' meeting in a timely manner, and disclose the non-public offering plan before the expiration of the trading suspension period determined in the resolution of the shareholders' meeting.
Article 27 Where a listed company fails to disclose the offering plan within the trading suspension period, it shall apply to the SSE for trading resumption before the expiration of the trading suspension period, and at the same time, disclose the announcement on terminating non-public offering planning, and promise not to plan the same event within one month.
Where the company fails to disclose the offering plan within the trading suspension period determined in the resolution of the shareholders' meeting, it shall, in addition to terminating the non-public offering planning, promise not to plan the same event within two months.
Where the company terminates non-public offering after disclosing the offering plan, it shall promise not to plan the same event within one month after the announcement.
The company shall, within two trading days after announcing the termination of non-public offering, convene the investor briefing to explain in details the planning process and termination reason to investors.
Article 28 Where a listed company applies for trading suspension on the ground of major event planning and decides to plan non-public offering after trading suspension, it shall calculate the trading suspension time as of the date of initial trading suspension according to the provisions of this Chapter.
Where a company applies for trading suspension on the ground of material asset restructuring planning, and changes to non-public offering planning afterwards, trading shall be suspended for not more than ten trading days.
Chapter IV Planning for Other Major Events
Article 29 Where a listed company plans a change of control, major contract, or any other event that shall be reported to the shareholders' meeting for deliberation such as asset purchase or sale, and external investment, it shall disclose such an event by stage in principle. If it is indeed necessary to apply for trading suspension, it shall, at the same time, disclose the reason for trading suspension and the specific type of the planned event.
Where a company applies for emergency trading suspension, and is unable to disclose the reason for trading suspension on that day according to the provisions of the preceding paragraph, it shall disclose the reason on the next day.
Article 30 Where a listed company applies for trading suspension according to the provision of Article 29, trading shall be suspended for not more than five trading days in principle. If it is indeed necessary, the company may apply for trading suspension extension for not more than five trading days after the extension is deliberated and adopted at the meeting of the board of directors, unless that the planned event shall be subject to prior approval in accordance with the law or falls under unprecedented major events.
Article 31 Where a listed company plans any major event other than those prescribed in Article 29, it shall disclose the planning progress by stage in principle, and shall not apply for trading suspension on the ground that the planning result is uncertain.
Chapter V Trading Suspension and Resumption Supervision
Article 32 A securities company, an accounting firm, a law firm, or any other intermediary institution that provides services for a listed company's major event planning shall be diligent, conduct due diligence, auditing, assessment and other work in a timely manner, and offer its professional opinion in an objective and impartial manner.
Article 33 Where a listed company changes the subject matter of restructuring after trading suspension for a long period, the SSE shall take regulatory measures against or impose disciplinary actions on it as the case may be.
Article 34 Where a listed company, in violation of these Guidelines or any other relevant provisions, abuses trading suspension rights or fails to go through corresponding decision-making procedures and perform information disclosure obligations, which damages investors' lawful rights and interests, the SSE may explain the relevant information to the market in such forms as the announcement of the SSE, and resume trading of the company.
Article 35 Where a listed company or any relevant party delays trading resumption, breaks any undertaking or discloses information in a false, inaccurate or incomplete manner, the SSE will take regulatory measures against or impose disciplinary actions on it; and if it finds any clue to a violation of law or regulation, it shall request the CSRC or its local office to conduct examination.
Article 36 The SSE may, when it deems necessary, require a company or the relevant party to retain a sponsor, financial consultant or any other intermediary institution to offer its opinion on such matters as whether the trading suspension cause and time period are rational, and whether the reason for the termination of major event is true, and disclose it to the public.
Chapter VI Supplementary Provisions
Article 37 These Guidelines shall be subject to interpretation by the SSE.
Article 38 These Guidelines shall come into force on the date of issuance. The Notice on Regulating Trading Suspension and Resumption for Non-public Share Offering Planning by Listed Companies and Related Matters (No. 78 [2014], SSE) issued by the SSE on November 25, 2014 and the relevant provisions of Chapter III “Restructuring Planning and Trading Suspension” in the Guidelines for Information Disclosure and Trading Suspension and Resumption in the Material Asset Restructurings of Listed Companies (No. 5 [2015], SSE) issued by the SSE on January 8, 2015 shall be repealed concurrently.