Article 1 In order to standardize the listing, trading, cross-border conversion and information disclosure of Shanghai Stock Exchange (hereinafter referred to as the Exchange) and London Stock Exchange (hereinafter referred to as the Exchange), maintain the market order and protect the legitimate rights and interests of investors, in accordance with the Securities Law of People's Republic of China (PRC) (hereinafter referred to as the Securities Law), Several Opinions on Launching the Pilot Program of Domestic Issuance of Stocks or Depositary Receipts by Innovative Enterprises, and Administrative Measures on the Issuance and Trading of Depositary Receipts (for Trial Implementation).
Article 2 The term "Huluntong Depositary Receipts" as mentioned in these Measures refers to the qualified depositary receipts of listed companies of Shanghai Stock Exchange (hereinafter referred to as Chinese Depositary Receipts) and the qualified depositary receipts of listed companies of Shanghai Stock Exchange (hereinafter referred to as global depositary receipts) based on the interconnection mechanism between Shanghai Stock Exchange and Shanghai Stock Exchange.
These Measures shall apply to the listing, trading, cross-border conversion and information disclosure of Huluntong Chinese Depositary Receipts. Where there are no provisions on trading matters in these Measures, the provisions on stock trading in the Trading Rules of Shanghai Stock Exchange (hereinafter referred to as the Trading Rules) and other business rules of this Exchange shall apply.
These Measures are applicable to the cross-border conversion of Huluntong Global Depositary Receipts in the market of this Exchange, the listing of basic stocks and information disclosure. Where there are no provisions in these Measures, the relevant provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules), trading rules and other business rules shall apply.
The term "cross-border conversion" as mentioned in these Measures includes the conversion of basic stocks into depositary receipts (hereinafter referred to as proxy conversion) and the conversion of depositary receipts into basic stocks (hereinafter referred to as redemption).
Article 3 The following market entities participating in the depository receipt business of Huluntong shall abide by domestic laws and the business rules of this Exchange and accept the self-regulatory supervision of this Exchange:
(1) Overseas issuers (hereinafter referred to as overseas issuers) and their directors, senior managers, holders of Chinese depositary receipts, domestic securities affairs institutions, domestic information disclosure representatives, actual controllers and purchasers of the underlying securities corresponding to Chinese depositary receipts;
(2) Depositors of Huluntong Depositary Receipts, sponsors of China Depositary Receipts and their sponsor representatives, securities service institutions and their relevant personnel;
(3) Chinese depositary receipts market makers, domestic securities companies engaged in cross-border conversion of Chinese depositary receipts (hereinafter referred to as China cross-border conversion institutions), overseas securities institutions engaged in cross-border conversion of global depositary receipts (hereinafter referred to as UK cross-border conversion institutions) and their entrusted members;
(4) Other market entities as stipulated by this Exchange.
Article 4 Where the laws and regulations of the overseas place of registration are applicable to matters such as the shareholding structure, corporate governance and operational norms of overseas issuers, the differences between them and relevant domestic laws and regulations shall be fully disclosed, and various measures for protecting the legitimate rights and interests of investors shall be implemented according to law.
The sponsors, custodians and relevant securities service institutions of Chinese depositary receipts shall faithfully and diligently perform their duties and obligations in accordance with domestic laws, the business rules of this Exchange and other relevant provisions and agreements, and shall not damage the legitimate rights and interests of holders of Chinese depositary receipts.
Article 5 Chinese Depositary Receipts shall be registered, deposited and settled in China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as China Clearing) when they are listed and traded in this Exchange.
Chapter II Listing of Chinese Depositary Receipts
Article 6 An overseas issuer applying for the initial listing of Chinese Depositary Receipts in this Exchange shall meet the following conditions:
(1) It meets the requirements for the public issuance of Chinese depositary receipts as stipulated in the Administrative Measures for Depositary Receipts and the Regulatory Provisions, and has been approved by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) for the public issuance of Chinese depositary receipts;
(2) The average market value of an overseas issuer calculated on the basis of the closing price of the underlying stock on 120 trading days before the application date is not less than RMB 20 billion (calculated on the basis of the central parity of the RMB exchange rate published by the People's Bank of China on 1 day before the application date);
(3) It has been listed on the Shanghai Stock Exchange for 3 years and listed on the main board for 1 year;
(4) The number of Chinese Depositary Receipts applying for listing is not less than 50 million, and the market value of the corresponding underlying stock is not less than 500 million yuan (calculated according to the recent closing price of the underlying stock and the central parity of RMB exchange rate announced by the People's Bank of China on 1 day before the listing application date);
(5) Other conditions required by this Exchange.
This Exchange may adjust the listing conditions of Chinese Depositary Receipts according to market needs.
Article 7 An overseas issuer applying for listing Chinese Depositary Receipts in this Exchange shall apply to this Exchange for pre-listing and submit the following documents:
(1) An application for pre-listing including a statement that the overseas issuer meets the listing conditions of this Exchange;
(two) the application documents stipulated in article fifth of the regulations;
(3) Other documents required by this Exchange.
On behalf of overseas issuers, the Exchange shall submit the application documents mentioned in Item 2 of the preceding paragraph to the China Securities Regulatory Commission.
Where an overseas issuer applies for the adjustment of the relevant information disclosure requirements and continuous supervision provisions of this Exchange, it shall submit the specific provisions, reasons and alternative plans for the adjustment, as well as the legal opinions issued by the law firm.
Article 8 This Exchange shall conduct pre-listing according to these Measures and other relevant business rules, and form pre-listing opinions within 30 trading days after receiving the application documents submitted by overseas issuers and notify them. In case of special circumstances, the Exchange may extend the above period appropriately.
The Listing Committee of this Exchange deliberates whether the Chinese Depositary Receipts meet the listing conditions as stipulated in Article 6 of these Measures (except that the number of Chinese Depositary Receipts approved by the China Securities Regulatory Commission to be publicly issued and applied for listing is not less than 50 million, and the market value is not less than 500 million yuan), and independently makes professional judgments and forms deliberation opinions. According to the deliberation opinions of the Listing Committee, this Exchange puts forward pre-audit opinions on whether to approve the listing of Chinese Depositary Receipts.
The specific procedures and requirements for pre-listing shall be formulated separately by this Exchange.
Article 9 An overseas issuer shall disclose the prospectus (declaration draft) through the websites of China Securities Regulatory Commission and this Exchange in advance.
Where an overseas issuer publishes a prospectus (declaration draft) on its website or other media, it shall be completely consistent with the contents disclosed on the websites of China Securities Regulatory Commission and this Exchange, and shall not be earlier than the time disclosed on the websites of China Securities Regulatory Commission and this Exchange.
Article 10 Where the securities not issued by new shares are listed on China Depositary Receipts, the overseas issuer shall disclose the prospectus, depository agreement, issuance recommendation letter, financial report and other issuance documents and initial announcement on the website of this Exchange after obtaining the approval of the public offering by China Securities Regulatory Commission.
An overseas issuer shall disclose the cross-border conversion institutions that carry out cross-border conversion business in China and the specific arrangements for the initial public offering in the initial public announcement.
Article 11 After disclosing relevant documents in accordance with the provisions of the preceding article, an overseas issuer may conduct roadshows to investors (hereinafter referred to as qualified investors) who meet the requirements of appropriateness management through on-site, telephone and Internet.
Domestic cross-border conversion institutions can generate Chinese Depositary Receipts through cross-border conversion according to these Measures, the provisions of other relevant business rules of this Exchange and the arrangement of prospectus, depositary agreement and initial announcement, and can reach an agreement with qualified investors to transfer Chinese Depositary Receipts through block transactions.
Where a domestic cross-border conversion institution accepts the entrustment of an unspecified qualified investor to conduct cross-border conversion, and the depository issues the corresponding Chinese Depositary Receipt to the investor, the specific matters shall be separately stipulated by this Exchange.
Article 12 Overseas issuers and domestic cross-border conversion institutions shall abide by laws and regulations at the initial establishment stage and treat investors fairly. The sponsor institution shall formulate and organize the implementation of the initial public offering plan, and effectively supervise the compliance and fairness of relevant business activities.
During the initial generation period, the custodian shall handle the generation of Chinese depositary receipts in accordance with relevant regulations and agreements, and shall not handle the redemption of Chinese depositary receipts.
Article 13 If the Chinese Depositary Receipts generated during the initial generation period meet the conditions as prescribed in Item 4 of Paragraph 1 of Article 6 of these Measures, the overseas issuer shall apply to this Exchange for listing in time.
Article 14 An overseas issuer applying for the initial listing of Chinese Depositary Receipts in this Exchange shall submit the following documents:
(1) An application for listing;
(2) Documents approved by the China Securities Regulatory Commission for this public offering;
(3) Documents proving that Chinese Depositary Receipts have been settled and kept in China;
(4) Supplementary financial information and explanations of major events as required after the pre-audit of listing and before applying for listing (if applicable);
(5) Statements and commitments of directors and senior managers;
(6) Relevant information of domestic securities affairs institutions and domestic information disclosure representatives;
(7) listing recommendation;
(8) Listing announcement;
(9) Other documents required by this Exchange.
After receiving all the listing application documents submitted by overseas issuers, the Exchange will make a decision on whether to approve the listing of its Chinese Depositary Receipts within 5 trading days. There is no need to submit it to the Listing Committee for deliberation again, except for major changes in relevant matters during the pre-audit period. In case of special circumstances, the exchange may postpone making a decision.
Article 15 When an overseas issuer applies for the listing of new Chinese Depositary Receipts by allotment, it shall submit the listing application, the approval documents of the China Securities Regulatory Commission and the certificate that the listed Chinese Depositary Receipts have been settled and deposited in China.
Article 16 When Chinese Depositary Receipts are listed and traded in this Exchange, an overseas issuer shall sign a listing agreement with this Exchange to clarify the rights, obligations and related matters of both parties.
Article 17 An overseas issuer shall disclose the listing announcement, articles of association, listing proposal, legal opinions and other relevant documents in accordance with the provisions of this Exchange five trading days before the listing of Chinese depositary receipts.
The listing announcement shall conform to the relevant contents and format requirements of this Exchange, including the following contents:
(1) Overview of listing, including the upper limit of the number of issues approved by the China Securities Regulatory Commission, the initial generation of Chinese Depositary Receipts and other relevant information;
(2) The main trading information of overseas basic stocks on the Shanghai Stock Exchange in the trading days 10 before the disclosure of the listing announcement, including the highest price, lowest price, closing price, trading volume and other related information of each trading day;
(3) Relevant information about the listing of Chinese Depositary Receipts, including listing place, listing time, listing quantity, calculation method of closing price before the first day of listing, cross-border conversion arrangements, registration and settlement institutions, China cross-border conversion institutions and market makers;
(4) The list of 65,438+00 holders with the largest number of Chinese depositary receipts, their holdings and proportions (if applicable);
(5) Significant changes have taken place in the matters disclosed in the prospectus before the listing of China Depositary Receipts, and the update of major accounting data and financial indicators of overseas issuers (if any);
(6) Other matters that need to be disclosed by overseas issuers and this Exchange.
Article 18 The pre-examination documents for listing applications submitted by overseas issuers to this Exchange may be signed by their authorized directors or senior managers, but the personal statements and commitments of directors and senior managers shall be signed by themselves.
An overseas issuer shall ensure that the application documents and continuous information disclosure documents submitted to this Exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Article 19 The application documents and continuous information disclosure documents submitted by overseas issuers shall be in simplified Chinese, unless otherwise stipulated by this Exchange.
Overseas issuers and related information disclosure obligors shall disclose listing and continuous information disclosure documents on the website of this Exchange in accordance with the provisions of China Securities Regulatory Commission and this Exchange.
Article 20 An overseas issuer shall set up a securities affairs institution in China and employ a domestic information disclosure representative to be responsible for information disclosure and regulatory liaison during the listing of Chinese depositary receipts. A domestic representative of information disclosure shall have the corresponding post-holding ability as a secretary of the board of directors of a domestic listed company, be familiar with domestic information disclosure laws and requirements, and be proficient in using Chinese.
An overseas issuer shall establish effective communication channels with domestic investors, regulatory agencies and the Exchange, protect the legitimate rights and interests of domestic investors in accordance with regulations, and maintain smooth contact with domestic regulatory agencies and the Exchange.
Article 21 When an overseas issuer applies for the initial listing of Chinese Depositary Receipts in this Exchange, it shall employ qualified sponsors and securities service institutions such as law firms and accounting firms to provide relevant services.
Sponsors and securities service institutions may employ overseas institutions to assist them in their work, but they cannot be exempted from the responsibilities they should bear according to law.
Article 22 The circumstances and procedures for the suspension and termination of listing of Chinese Depositary Receipts shall be stipulated separately by this Exchange. An overseas issuer may, in accordance with the provisions of the Depositary Agreement and the business rules of this Exchange, apply for the termination of listing of Chinese Depositary Receipts.
If the listing of Chinese Depositary Receipts is suspended or terminated, this Exchange may provide transfer services for them, and the specific matters shall be stipulated separately by this Exchange.
Where the listing of Chinese Depositary Receipts is terminated, overseas issuers and depository institutions shall perform relevant obligations in accordance with the Measures for the Administration of Depositary Receipts and the Depository Agreement to protect the legitimate rights and interests of holders of Chinese Depositary Receipts.
Chapter III Continuous Information Disclosure of Chinese Depositary Receipts
Section 1 General Provisions
Article 23 An overseas issuer and relevant information disclosure obligors shall disclose all the material information that may have a significant impact on the market transaction prices of the basic stocks, Chinese Depositary Receipts and their derivatives of this Exchange in a timely manner.
Overseas issuers and related information disclosure obligors shall ensure that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Article 24 Overseas issuers and related information disclosure obligors shall fairly disclose important information to domestic and foreign investors, ensure that domestic and foreign investors have equal access to the same information, and shall not disclose or disclose it to individuals or some investors in advance.
Overseas issuers and related information disclosure obligors shall not provide significant information that has not been disclosed by overseas issuers when communicating with any institution or individual through performance briefings, analyst meetings, roadshows, investor surveys and other occasions.
Article 25 The information disclosed by overseas issuers and related information disclosure obligors in the stock exchange market shall also be disclosed simultaneously in the stock exchange market.
When overseas issuers and related information disclosure obligors disclose information in the market of Shanghai Stock Exchange, they shall do so in the latest information disclosure period of this Exchange if they do not belong to the market information disclosure period of this Exchange.
Article 26 The information disclosed by overseas issuers and related information disclosure obligors in the stock exchange market shall be consistent with the information disclosed in the stock exchange market.
Where there are substantial differences in the contents of information disclosed in domestic and overseas markets, overseas issuers and relevant information disclosure obligors shall make special explanations to this Exchange and disclose corrections or supplementary announcements as required by this Exchange.
Article 27 Overseas issuers should pay close attention to the major reports or market rumors of companies by domestic media. If relevant reports and rumors may have a significant impact on the transaction prices of its underlying stocks, Chinese Depositary Receipts and their derivatives, the overseas issuer shall promptly verify them and disclose or clarify them when necessary.
If this Exchange believes that relevant reports and rumors may have a great impact on the transaction prices of overseas issuers' basic stocks, Chinese Depositary Receipts and their derivatives, it may require overseas issuers to verify and clarify.
Article 28 If an overseas issuer and related information disclosure obligor apply the relevant information disclosure requirements and continuous supervision regulations of this Exchange, and it may be difficult to meet the relevant regulations of the overseas registration and listing place of the company and the standards generally recognized by the market practice of the stock exchange, they may apply to this Exchange for adjustment and application, but they shall explain the reasons and alternative plans, and employ a law firm to issue a legal opinion. If this Exchange considers that it should not be adjusted according to law, overseas issuers and relevant information disclosure obligors shall implement the relevant provisions of this Exchange.
Article 29 Overseas issuers and related information disclosure obligors shall disclose relevant information through direct disclosure in accordance with the relevant business rules of this Exchange. The Exchange conducts formal audit on the information disclosed by overseas issuers and relevant information disclosure obligors.
Article 30 In order to ensure timely and fair information disclosure, this Exchange may decide to suspend the trading of Chinese Depositary Receipts and their derivatives according to the actual situation or the application of overseas issuers.
Where an overseas issuer applies for suspension of trading, is required to suspend trading, is suspended from listing or is terminated from listing, it shall promptly notify this Exchange and disclose it, and this Exchange will handle it according to the actual situation.
Section 2 Periodic Reports and Interim Reports
Article 31 An overseas issuer shall prepare and disclose periodic reports and interim reports in accordance with the Securities Law, Administrative Measures for Depositary Receipts, regulatory provisions and these Measures.
Article 32 The annual report and interim report of an overseas issuer shall at least include the contents required to be disclosed in the Securities Law, the Administrative Measures for Depositary Receipts and regulatory provisions.
If an overseas issuer voluntarily discloses quarterly reports and other documents according to the market requirements of the Shanghai Stock Exchange, it shall disclose them at the same time in the market of the Shanghai Stock Exchange.
Where an overseas issuer has disclosed the annual report, interim report or quarterly report in the format required by the Shanghai Stock Exchange market, it may continue to prepare regular reports in the original format of the Shanghai Stock Exchange market on the premise of ensuring the disclosure required by the first paragraph of this article and not affecting the integrity of information disclosure.
Article 33 An overseas issuer shall prepare financial reports in accordance with China Accounting Standards for Business Enterprises or other accounting standards approved by the Ministry of Finance.
The annual financial report shall be audited by an accounting firm with domestic securities and futures-related business qualifications or an overseas accounting firm recognized by the China Securities Regulatory Commission and the Ministry of Finance in accordance with China Auditing Standards or other auditing standards recognized by the Ministry of Finance. The audit report shall be disclosed at the same time as the annual financial report.
Article 34 Where an overseas issuer has any major transaction other than its daily operations and meets one of the following criteria, it shall disclose it in time:
(1) The total assets involved in the transaction (if both the book value and the assessed value exist, whichever is higher) account for more than 65,438+00% of the latest audited total assets of the overseas issuer;
(2) The transaction amount (including debts and expenses undertaken) accounts for more than 65,438+00% of the audited net assets of the overseas issuer in the latest fiscal year;
(3) The business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 65,438+00% of the audited business income of the overseas issuer in the latest fiscal year, and the amount exceeds RMB 50 million.
Although the relevant transactions do not meet the standards stipulated in the preceding paragraph, but may have a greater impact on the transaction prices of overseas issuers' basic stocks, Chinese depositary receipts and their derivatives, overseas issuers shall also disclose them in time.
Article 35 An overseas issuer shall promptly disclose related transactions with related parties that meet one of the following criteria:
(1) Transactions with related natural persons with an amount exceeding RMB 654.38+million;
(2) Related legal person transactions with an amount of more than RMB 50 million, accounting for more than 0. 1% of the latest audited total assets of overseas issuers;
(3) Transactions that the overseas issuer or this Exchange considers may lead to the interests of the overseas issuer and its related parties being tilted.
The identification of related parties and related relationships of overseas issuers shall refer to the disclosure standards of overseas issuers when they first apply for domestic public offering of Chinese depositary receipts.
Article 36 If an overseas issuer has the following major events, which, according to the importance of the events, may have a significant impact on the trading prices of its underlying stocks, Chinese Depositary Receipts and their derivatives, it shall disclose them in time, and explain the causes, current situation and possible legal consequences of the events:
Major litigation or arbitration involving an amount exceeding 65,438+00% of the absolute value of the latest audited total assets of an overseas issuer;
(2) major external guarantees and financial assistance;
(three) suffered heavy losses or suffered heavy losses;
(four) investment in the establishment of major production and operation projects or major production and operation projects have made significant progress;
(5) Significant changes have taken place in the external conditions of production and operation;
(six) to determine the new development strategy;
(7) The newly promulgated rules and policies of the regulatory authorities may have a significant impact on the operation of overseas issuers;
(8) Matters related to the repurchase of basic stocks and depositary receipts.
(9) The underlying stocks or depositary receipts held by directors and senior managers have changed;
(10) Other major matters stipulated by the China Securities Regulatory Commission and this Exchange.
If this Exchange considers that relevant matters may have a significant impact on the transaction prices of its underlying stocks, Chinese Depositary Receipts and their derivatives, it may require overseas issuers to disclose relevant information in a timely manner.
Article 37 An overseas issuer may disclose performance forecast, performance express and profit forecast. Where an overseas issuer discloses the above information in the stock exchange market, it shall do so at the same time.
When disclosing performance forecast, performance express and profit forecast, overseas issuers shall be cautious and objective, and shall not use such information to improperly influence the trading prices of their underlying stocks, Chinese Depositary Receipts and their derivatives.
Section III Other Matters
Article 38 An overseas issuer may, in accordance with the decision-making authority and procedures stipulated in the company's place of registration, the stock exchange market and the company's articles of association, conduct major transactions, related transactions or other major matters stipulated in this chapter, except as otherwise stipulated by laws, administrative regulations and the China Securities Regulatory Commission.
Where an overseas issuer submits relevant matters to the shareholders' meeting for deliberation in accordance with the provisions of the preceding paragraph, it shall disclose them in a timely manner. The materials of the shareholders' meeting prepared by overseas issuers in accordance with the relevant provisions of the stock exchange market shall be disclosed together with the notice of the shareholders' meeting.
Article 39 The board of directors and independent directors of an overseas issuer shall actively perform their duties or express their opinions in accordance with the regulations of the company's place of registration and the market of Shanghai Stock Exchange and the standards generally recognized by the market practice of Shanghai Stock Exchange. If the Exchange considers that the relevant matters have a significant impact on overseas issuers or investors, it may request the board of directors and independent directors of overseas issuers to express their opinions on the relevant matters.
Where an overseas issuer, its directors and senior managers sign written confirmation opinions, make statements or commitments according to relevant domestic regulations, they may make appropriate adjustments to the confirmation opinions, statements or commitments according to the regulations of the company's place of registration and the market of Shanghai Stock Exchange or the standards generally recognized by the market practice of Shanghai Stock Exchange, but the substantive contents shall not be changed.
Article 40 An overseas issuer and custodian shall, in accordance with the provisions of the depositary agreement, timely disclose the announcement of the exercise of rights by the holders of Chinese depositary receipts, clarify the specific arrangements and results of the exercise of rights by the holders of Chinese depositary receipts, and ensure their effective exercise of rights.
If overseas issuers and depositories solicit the voting wishes of holders of Chinese depositary receipts through the network system provided by this Exchange or its subsidiaries, the specific business processes shall be handled in accordance with the relevant provisions of this Exchange or business agreements, and the overseas issuers and depositories shall announce to the market in accordance with the provisions of the depositary agreement.
Article 41 An overseas issuer shall disclose in its annual report and interim report the implementation and changes of relevant depository arrangements during the reporting period, as well as the list of the top 65,438+00 holders of Chinese Depositary Receipts, their shareholding and proportion at the end of the reporting period. In any of the following circumstances, the overseas issuer shall disclose it in time:
(1) The custodian and custodian have changed;
(2) The underlying property of Chinese Depositary Receipts is pledged, misappropriated, frozen by judicial organs or has other ownership changes;
(3) making major amendments to the depository agreement and the custody agreement;
(4) The conversion ratio between Chinese depositary receipts and the underlying stocks changes;
(5) Other circumstances required to be disclosed by the China Securities Regulatory Commission and the Exchange.
An overseas issuer that changes the conversion ratio between Chinese depositary receipts and underlying stocks shall obtain the consent of this Exchange.
The custodian shall promptly notify the overseas issuer of the occurrence of the circumstances specified in Items (1) and (2) of the first paragraph of this article, or of any major change in the custody agreement, and the overseas issuer shall promptly disclose it.
Article 42 Shareholders, actual controllers, directors and senior managers of overseas issuers and investors holding depositary receipts issued by overseas issuers at home and abroad shall, in accordance with the relevant provisions of the regulatory provisions and the business rules of this Exchange, timely fulfill the disclosure obligations of relevant information such as changes in equity, changes in acquisition and holding depositary receipts.
Investors and their concerted parties who directly or indirectly hold stocks or depositary receipts issued by overseas issuers at home and abroad shall calculate their rights and interests together.
The provisions of this Exchange on information disclosure of changes in overseas issuer's share rights and interests shall not apply to the changes in overseas basic shares held by the depository, resulting in the depository meeting the standards for changes in overseas issuer's share rights and interests.
Article 43 If investors and their concerted parties hold Chinese Depositary Receipts issued by overseas issuers through securities trading, agreement transfer or similar arrangements in this Exchange, and they reach, intend to reach or exceed 5% of the total number of Chinese Depositary Receipts issued by overseas issuers, they shall disclose a suggestive announcement within 2 days from the date of this fact.
After holding 5% of the total number of Chinese Depositary Receipts issued by overseas issuers, investors and their concerted actions, through the securities trading, agreement transfer or similar arrangements of this Exchange, shall disclose the suggestive announcement within the time limit specified in the preceding paragraph when the Chinese Depositary Receipts held by overseas issuers reach, intend to reach or exceed 5% of the total number of Chinese Depositary Receipts issued by overseas issuers.
If the increase or decrease in the total number of Chinese Depositary Receipts issued by overseas issuers leads to the passive occurrence of the situation stipulated in this article in the proportion of Chinese Depositary Receipts of overseas issuers held by investors and their concerted parties, investors and their concerted parties are exempted from performing the obligation of announcement. However, if investors and their concerted parties subsequently take the initiative to increase or decrease the number of Chinese depositary receipts held by overseas issuers, they shall fulfill the obligation of announcement in accordance with the provisions of this article.
Chapter IV Trading of Depositary Receipts in China
Section 1 Investor Suitability Management
Article 44 Depositary Receipts trading in China shall implement the investor suitability management system.
Members shall formulate relevant working systems for the appropriateness management of Chinese depositary receipts investors and conduct appropriate management of investors.
Investors who participate in the trading of Chinese Depositary Receipts shall meet the requirements of the appropriateness management stipulated by this Exchange, and individual investors shall also pass the comprehensive evaluation of the appropriateness of Chinese Depositary Receipts organized by member institutions.
Article 45 To participate in the trading of Chinese depositary receipts, individual investors shall meet the following conditions:
(1) The average daily assets of the securities account and the capital account in the 20 trading days before the opening of the application authority are not less than 3 million yuan (excluding the funds and securities that investors integrate through margin financing and securities lending);
(2) No serious bad credit record;
(3) There are no circumstances that prohibit or restrict participation in securities trading as stipulated by domestic laws and the business rules of this Exchange.
Institutional investors participating in the trading of Chinese depositary receipts shall abide by the provisions of domestic laws and the business rules of this Exchange.
Article 46 Members shall check whether investors meet the suitability conditions of Chinese depositary receipts investors, and comprehensively evaluate the assets, knowledge level, risk tolerance and integrity of individual investors.
Members should focus on evaluating whether individual investors understand the business rules and procedures of China Depositary Receipts trading and are fully aware of the investment risks of China Depositary Receipts.
Members should dynamically track and understand the transactions of individual investors at least every two years.