due to the numerous and complicated rules, the reduction of shares of listed companies has always been the focus and difficulty in the field of compliance. It is believed that Gongjun observed that in the last two months, there were many cases involving illegal reduction of holdings, which were punished by the regulatory authorities. Therefore, it is not an exaggeration to repeatedly emphasize the importance of compliance reduction. As a shareholder of a listed company, if you want to understand the problem of reducing your holdings, you should first understand how many steps should you take to reduce your holdings in compliance? Step 1: Judge the identity of the shareholder or the nature of the shares held. From the perspective of shareholder identity, it is Dong Jiangao and core technicians (applicable to science and technology innovation board), or actual controllers, controlling shareholders and shareholders holding more than 5% of the shares. Judging from the nature of shares, whether it is a shareholder who holds shares before the initial public offering or a shareholder who holds non-public offering shares ................................................................................................................................................. Step 2: Judging the Source of Shares If the shares held by major shareholders are increased by centralized bidding, they may not be bound by the Detailed Rules for the Implementation of Share Reduction by Shareholders, Directors, Supervisors and Senior Management of Listed Companies (hereinafter referred to as the Detailed Rules for the Reduction) of Shanghai and Shenzhen Stock Exchanges. Step 3: Determine the reduction method and quantity through centralized bidding, block trading or agreement transfer. Science and technology innovation board's first shareholders also have inquiry reduction and placing reduction (refer to Exclusive for details! What is the way to reduce the holdings of Kechuang Company so fragrant? The choice of "), different ways to reduce the restrictions are different; And consider how many shares to reduce, whether there is a schedule. The fourth step: consider the precautions for reducing the holdings, and consider whether there are requirements such as prohibiting the reduction, limiting the proportion of the reduction, pre-disclosure of the reduction, and disclosure of the reduction process. Xin Gongjun suggested that before the reduction, shareholders should read the prospectus and other documents to see if there are other commitments such as reduction restrictions or pre-disclosure. If there are any commitments, they should be strictly implemented according to the commitments. Next, Xin Gongjun sorted out the matters that shareholders with different identities need to pay attention to in reducing their holdings. 1 Dong Jiangao's reduction (1) Circumstances that prohibit the reduction: 1. The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares; 2. The shares held by the company shall not be transferred within six months after leaving the company; 3. If it is unprofitable at the time of listing, it shall not reduce its pre-IPO shares within three complete fiscal years from the date of listing of the company's shares; Those who leave their jobs within the aforementioned period shall continue to abide by the provisions of this paragraph. After the company makes a profit, it can reduce its pre-IPO shares (science and technology innovation board and GEM) from the day after the disclosure of the annual report of that year; 4. Prohibition of reducing holdings after being suspected of violating the law: (1) Dong Jiangao was under 6 months after being investigated by the China Securities Regulatory Commission or by the judicial authorities for being suspected of violating the law and committing crimes in securities and futures; (2) Dong Jiangao has been publicly condemned by the Exchange for less than 3 months; 5. Prohibition of reduction involving fraudulent issuance or illegal disclosure of major information: If a listed company touches the warning standard of delisting risk under any of the following circumstances, its controlling shareholder, actual controller, Dong Jiangao and their concerted actions shall not reduce their holdings of the company's shares from the date when the relevant decision is made until the company's shares are terminated or resumed: (1) The listed company is subject to administrative punishment by the China Securities Regulatory Commission for fraudulent issuance or illegal disclosure of major information; (2) The listed company is transferred to the public security organ according to law for the crime of fraudulent issuance or for the crime of illegal disclosure or non-disclosure of important information; (3) Other major illegal delisting situations. Where a listed company discloses that it has no controlling shareholder or actual controller, its largest shareholder and the actual controller of the largest shareholder shall abide by the provisions of the preceding paragraph. 6. Prohibition of Sensitive Period In addition, the controlling shareholder, actual controller, directors, supervisors, senior managers and core technicians of science and technology innovation board Company shall not start, implement or participate in the inquiry transfer at the following time: 1. Within 3 days before the announcement of the periodic report of Kechuang Company (if the announcement date of the periodic report is postponed due to special reasons, it shall be counted from 3 days before the original appointment announcement to the day before the actual announcement); 2 within 1 days before the announcement of the performance forecast and performance express of Kechuang Company; 3. Within 2 trading days after the occurrence of a major event that may have a great impact on the trading price of the shares of Kechuang Company or during the decision-making process; 4 If Kechuang Company is in the disclosure period of the annual report but has not disclosed the annual report, the controlling shareholder and actual controller shall not participate in the inquiry transfer. 7. Short-term trading prohibits shareholders, directors, supervisors and senior managers who hold more than 5% of the shares from selling their shares or other securities with equity nature within six months after buying them, or buying them again within six months after selling them, and the proceeds therefrom shall be owned by the company, and the board of directors of the company shall recover the proceeds. The shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph include the shares or other securities with equity nature held by their spouses, parents and children and held by other people's accounts. (II) Limitation of shareholding ratio 1. During his tenure, the shares transferred each year shall not exceed 25% of the total shares of the company held by him (Zhongdeng System will lock in the direct shareholding of Dong Jiangao in proportion, and if Dong Jiangao also has a commitment to "reduce the shareholding by no more than 25% every year", it is also necessary to abide by it). 2. If Dong Jiangao, a listed company, leaves his post before the expiration of his term of office, he shall not reduce his shares within six months after leaving his post, and he shall also comply with the requirement that the annual reduction shall not exceed 25% within the remaining term of office and six months after the expiration of his term of office. (3) Pre-disclosure of reduction requires pre-disclosure 15 trading days in advance, regardless of the source of shares (even if they are increased by centralized bidding). (4) If the pre-disclosure of the reduction process requires the reduction by centralized bidding, it is necessary to disclose the announcement of the reduction progress, including the time is over half, the reduction quantity is over half, the transfer is high, the major assets are reorganized, the reduction is completed, and the term expires. There are subtle differences in the requirements of each sector, but there are format guidelines for reference. 2. Reduction of core technical personnel (applicable to science and technology innovation board) (1) Prohibition of reduction of holdings 1. The pre-IPO shares shall not be transferred within 12 months from the date of listing; 2. Not to transfer the pre-IPO shares within 6 months after leaving the company; 3. If it is unprofitable at the time of listing, it shall not reduce its pre-IPO shares within three complete fiscal years from the date of listing of the company's shares; Those who leave their jobs within the aforementioned period shall continue to abide by the provisions of this paragraph. After the company makes a profit, the shareholders specified in the preceding two paragraphs can reduce their pre-IPO shares from the day after the disclosure of the annual report of the current year; After making a profit, you can reduce your pre-IPO shares from the day after the disclosure of the annual report of that year; 4. The controlling shareholders, actual controllers, directors, supervisors, senior managers and core technicians of Kechuang Company also have the prohibition requirements for the inquiry transfer window period (see "6. Reduction in Sensitive Period" in "Dong Jiangao's Reduction" for details). (II) Limitation on the proportion of reduction. Within 4 years from the expiration of the restriction on the sale of the pre-IPO shares held by the company, the pre-IPO shares transferred each year shall not exceed 25% of the total number of pre-IPO shares held by the company at the time of listing, and the proportion of reduction can be used cumulatively. (3) The disclosure requirements for reduction have no disclosure requirements for pre-disclosure and reduction process. 3 major shareholders (shareholders holding more than 5% of shares) reduce their holdings (I) Prohibited reduction 1. The Detailed Rules for Reduction stipulates that major shareholders of listed companies shall not reduce their holdings under any of the following circumstances, except for the part that they increase their holdings through centralized bidding: (1) The listed company or major shareholders are suspected of committing crimes in securities and futures, during the investigation by the China Securities Regulatory Commission or by the judicial authorities, and less than 6 months after the administrative punishment decision and criminal judgment are made. (2) The major shareholder has been publicly condemned by the Exchange for violating the business rules of the Exchange for less than 3 months; (3) Other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and business rules of the Exchange. 2. Short-term trading is forbidden to be the same as "Dong Jiangao's reduction". (II) Limitation on the proportion of reduction. 1. If the reduction is made by centralized bidding, it will last for 9 consecutive natural days, with no more than 1%, and the part increased by centralized bidding is not restricted. 2. If the holdings are reduced by block trading, it will be for 9 consecutive natural days at will, not exceeding 2%, and the part of the centralized bidding increase will not be restricted. 3. Transfer of shares by agreement: 1. The transferee proportion of a single transferee shall not be less than 5% of the total shares of the company, and the price shall be compared with that of block transactions; 2. If the transferor and transferee no longer have the status of major shareholder after the reduction, they shall abide by the stipulation that the total number of shares reduced by centralized auction for 9 consecutive days shall not exceed 1% of the total shares of the company, that is, * * * shall enjoy the 1% reduction quota; At the same time, they abide by the provisions of pre-disclosure and progress disclosure of centralized bidding. (III) Pre-disclosure requirements for reduction 1. If the reduction is made by centralized bidding, it needs to be pre-disclosed 15 trading days in advance, and the part of centralized bidding is not restricted. 2. Even if you don't have the status of major shareholder, you still need to check whether there are any pre-disclosure clauses in the IPO commitment three trading days in advance, and if there are, you need to abide by them. (IV) Disclosure requirements for the reduction process 1. For every 1% reduction in the shareholding ratio, the listed company shall be notified the day after the fact, and an announcement shall be made (note that there is no need to suspend the reduction here). 2. For every 5% reduction in disclosure requirements, 1. If the reduction is made by means of block trading or centralized bidding, the transaction needs to be stopped and the obligation of trust should be fulfilled for every 5% reduction, and trading is prohibited within 3 trading days from the date of this fact to the announcement. 2. If the reduction is achieved by agreement transfer, the obligation of credit shall be fulfilled every time the reduction reaches or exceeds 5%, and no trading shall be allowed before the announcement. 3. Although the shareholding ratio of major shareholders has not reached 5%, the shareholding ratio has dropped to 5% after the shareholding reduction (the first hand and the second hand), and it is necessary to stop the shareholding reduction and fulfill the obligation of trust. 4. If the shareholding ratio is passively reduced to below 5% due to the issuance of shares by listed companies and other reasons, and then the shares are actively reduced, it is necessary to fulfill the obligation of trust. 5. The disclosure of the reduction process required by the Detailed Rules for Reduction requires the disclosure of the announcement of the reduction progress, including more than half of the time, more than half of the reduction quantity, high delivery, major asset restructuring, completion of the reduction, expiration of the period, etc. There are slight differences in the requirements of each sector, but there are format guidelines for reference. 4 Controlling shareholders and actual controllers reduce their holdings (I) Prohibition of reduction of holdings 1. Within 36 months from the date of listing of spontaneous pedestrians' shares, they will not transfer or entrust others to manage the shares issued by the issuer directly or indirectly held by them before the initial public offering. Nor is it repurchased by the issuer. However, if there is a control relationship between the transferor and the transferee, or both parties are controlled by the same actual controller, one year after the listing of the shares of the spontaneous pedestrian, the commitment mentioned in the preceding paragraph may be exempted upon the application of the controlling shareholder and the actual controller and the consent of the Exchange. Science and technology innovation board: Question 6 of "Questions and Answers on the Audit of science and technology innovation board Stock Issuance and Listing on Shanghai Stock Exchange (II)": In order to ensure the stability of the issuer's ownership structure and the normal production and operation will not be affected by the change of the issuer's control right, the shareholders of the issuer are required to commit that their shares will be locked for 36 months from the date of listing in descending order, until the total number of locked shares is not less than 51% of the total number of A shares before issuance. The above-mentioned 36-month lock-up rule does not apply to shareholders in the above-mentioned 51% share range who meet one of the following circumstances: employee stock ownership plan; Shareholders holding less than 5%; A venture capital fund shareholder who is not the largest shareholder of the issuer and meets certain conditions. 2. If the company is unprofitable at the time of listing, the controlling shareholder and actual controller shall not reduce their pre-IPO shares within three complete fiscal years from the date of listing of the company's shares before the company achieves profitability; After the company makes a profit, it can reduce its pre-IPO shares from the day after the disclosure of the annual report of that year (applicable to science and technology innovation board and Growth Enterprise Market). 3. In the acquisition of a listed company, the shares of the acquired listed company held by the purchaser shall not be transferred within 18 months after the completion of the acquisition (investors who acquire shares of the listed company and become the largest shareholder but the shareholding ratio is less than 3% shall also abide by the above provisions). 4. Prohibition of Shanghai Main Board, Shenzhen Main Board and Growth Enterprise Market during the sensitive period The regulations that controlling shareholders and actual controllers are not allowed to buy or sell shares of the Company during the sensitive period have been cancelled. Science and technology innovation board only prohibits controlling shareholders and actual controllers from increasing their holdings during the sensitive period. 5. Short-term trading is forbidden to be the same as "Dong Jiangao's reduction". 6. It is forbidden to reduce the shares obtained through centralized bidding transactions, except that: (1) the listed company or major shareholder is suspected of committing crimes in securities and futures, during the investigation by the China Securities Regulatory Commission or by the judicial organs, and less than 6 months after the administrative punishment decision or criminal judgment is made; (2) The major shareholder has been publicly condemned by the Exchange for violating the business rules of the Exchange for less than 3 months; (3) Other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents and the business rules of this Exchange. 7. It is forbidden to reduce the holdings of listed companies involving fraudulent issuance or illegal disclosure of major information under any of the following circumstances, which touches the warning standard of delisting risk. From the date of making the relevant decision to the termination or resumption of listing of the company's shares, its controlling shareholders, actual controllers, Dong Jiangao and their concerted actions shall not reduce their holdings of the company's shares: (1) The listed company is subject to administrative punishment by the China Securities Regulatory Commission for fraudulent issuance or illegal disclosure of major information; (2) The listed company is transferred to the public security organ according to law for the crime of fraudulent issuance or for the crime of illegal disclosure or non-disclosure of important information; (3) Other major illegal delisting situations. Where a listed company discloses that it has no controlling shareholder or actual controller, its largest shareholder and the actual controller of the largest shareholder shall abide by the provisions of the preceding paragraph. Except for the controlling shareholder and actual controller who increase their holdings through centralized bidding. (II) The reduction ratio limits the unprofitable company when it goes public. In the fourth fiscal year and the fifth fiscal year from the date of listing of the company's shares, the annual reduction of pre-IPO shares shall not exceed 2% of the total number of shares of the company, and it shall comply with the relevant provisions of the Detailed Rules for Reduction of Shares (applicable to science and technology innovation board and Growth Enterprise Market). Other requirements are the same as those of major shareholders. (III) Pre-disclosure requirements for reduction 1. If the reduction is made by centralized bidding, pre-disclosure is required 15 trading days in advance, except for the part that is increased through centralized bidding. 2. Pay attention to whether there is a pre-disclosure clause in the IPO reduction commitment three trading days in advance. 3. If the controlling shareholder or actual controller of a listed company reduces its pre-IPO shares after the expiration of the restricted sales period, it shall clarify and disclose the control arrangement in the next 12 months to ensure the company's sustained and stable operation. (Applicable to science and technology innovation board and Growth Enterprise Market) (IV) Disclosure Requirements for the Reduction Process "Detailed Rules for Reduction" requires that if the controlling shareholder, actual controller and concerted parties of the company reduce their holdings by centralized bidding within the reduction time interval, they should also make an announcement on the matter within 2 trading days from the date of this fact. (The new Securities Law also increases the shareholding ratio for shareholders with more than 5%.