Chapter I General Provisions
Article 1 In order to guide and regulate the share repurchase behavior of listed companies, maintain the order of the securities market and protect the legitimate rights and interests of investors and listed companies, in accordance with the Company Law, the Securities Law, the Opinions on Supporting the Share Repurchase of Listed Companies (hereinafter referred to as the Opinions), the Notice on Seriously Studying and Implementing (hereinafter referred to as the Notice) and the Listing Rules of Shanghai Stock Exchange,
Article 2 If a company listed on the Shanghai Stock Exchange (hereinafter referred to as the Exchange) repurchases its shares (hereinafter referred to as the repurchased shares) under the following circumstances, these Detailed Rules shall apply:
(1) Reduce the registered capital of the company;
(2) using shares for employee stock ownership plan or equity incentive;
(3) using the shares for the conversion of corporate bonds convertible into shares issued by listed companies;
(4) it is necessary to safeguard the company's value and shareholders' rights and interests.
The situation mentioned in Item (4) of the preceding paragraph shall meet one of the following conditions:
(1) The closing price of the company's shares is lower than the latest net assets per share;
(2) The closing price of the company's shares has fallen by 3% in 2 consecutive trading days;
(3) Other conditions stipulated by the China Securities Regulatory Commission.
if a listed company repurchases its shares under circumstances other than those specified in the preceding two paragraphs, it shall be handled in accordance with the Company Law, the Securities Law, the China Securities Regulatory Commission and the relevant provisions of this Exchange.
article 3 when a listed company repurchases shares, it shall comply with the provisions of the company law, the securities law, the opinions, the notice, these detailed rules and the articles of association, which is conducive to the sustainable development of the company, and shall not harm the legitimate rights and interests of shareholders and creditors, and strictly fulfill the corresponding decision-making procedures and information disclosure obligations.
listed companies and major shareholders may not release information about share repurchases to the outside world without authorization or deliberation by procedures prescribed by law or articles of association.
article 4 if a listed company is willing to buy back its shares, it shall comprehensively sort out the contents related to the repurchase of shares in its articles of association and internal management system, clearly stipulate the repurchase circumstances that can be decided by the board of directors, improve the relevant mechanisms such as holding, transferring and canceling the repurchased shares, and improve the system of insider information management of repurchased shares.
article 5 the board of directors of a listed company should pay full attention to the company's financial situation, debt performance ability and going concern ability, and carefully formulate and implement the share repurchase plan, and the repurchase scale and funds should match the actual financial situation of the company.
when a listed company repurchases shares, it shall establish a standardized and effective internal control system, formulate a specific operation plan, reasonably issue a declaration instruction for repurchasing shares, and prevent insider trading and other unfair trading behaviors. It shall not use the repurchased shares to manipulate the company's share price or transfer benefits to directors, supervisors, senior managers (hereinafter referred to as Dong Jiangao), controlling shareholders and actual controllers.
article 6 all directors of a listed company shall be honest, trustworthy, diligent and conscientious in their share repurchase activities, and safeguard the legitimate rights and interests of the listed company, its shareholders and creditors.
all directors should promise that the repurchase of shares will not damage the debt performance ability and going concern ability of the listed company.
article 7 the controlling shareholder and actual controller of a listed company shall actively support the listed company to improve the share repurchase mechanism, implement share repurchase according to law, and enhance the return of investors; Shall not abuse their rights, use listed companies to buy back shares to carry out insider trading, manipulate the market and other illegal acts that harm the interests of listed companies and other shareholders.
the bourse encourages the controlling shareholders and actual controllers to provide financial support for the repurchase of shares by listed companies according to law.
article 8 if a listed company repurchases shares by means of centralized bidding or offer with cash as the consideration, the amount of share repurchases implemented in that year shall be regarded as cash dividends and included in the relevant proportion of cash dividends in that year.
article 9 the securities service institutions and personnel who provide services and give opinions on the share repurchase of listed companies shall be honest, trustworthy, diligent and conscientious, and ensure that the documents issued are true, accurate and complete.
article 1 no one may use the shares repurchased by a listed company to engage in illegal activities such as insider trading, market manipulation and securities fraud.
Chapter II General Provisions on the Implementation of Repurchase
Article 11 A listed company shall meet the following conditions when repurchasing shares:
(1) The company's shares have been listed for one year;
(2) after the share repurchase, the company has the ability to perform its debts and continue to operate;
(3) After the shares are repurchased, the equity distribution of the company shall meet the listing conditions in principle; If the company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations;
(4) Other conditions stipulated by the China Securities Regulatory Commission.
where a listed company repurchases shares and reduces its registered capital due to the circumstances specified in item (4) of paragraph 1 of article 2 of these rules, the requirement that the company's shares have been listed for one year in the preceding paragraph shall not apply.
Article 12 A listed company shall buy back its shares in one of the following ways according to law:
(1) Centralized bidding;
(2) the way of offering;
(3) Other methods approved by China Securities Regulatory Commission.
if a listed company repurchases its shares by tender offer, it shall refer to the provisions on tender offer in the Measures for the Administration of Takeovers of Listed Companies.
article 13 where a listed company repurchases shares under the circumstances specified in item (2), item (3) and item (4) of paragraph 1 of article 2 of these rules, the total number of shares held by the listed company shall not exceed 1% of the total issued shares of the company, and it shall be transferred or cancelled within 3 years after the announcement of the repurchase results and share change.
Article 14 A listed company may use the following funds to buy back shares:
(1) its own funds;
(2) Funds raised by issuing preferred shares and bonds;
(3) the over-raised funds obtained from the issuance of common shares, the surplus funds from fundraising projects and the raised funds that have been changed into permanent supplementary working capital according to law;
(4) loans from financial institutions;
(5) other legal funds.
article 15 a listed company shall reasonably arrange the repurchase scale and repurchase funds, and specify the upper and lower limits of the number of shares to be repurchased or the total amount of funds in the share repurchase plan, and the upper limit shall not exceed 1 time of the lower limit.
if the shares repurchased by a listed company are intended to be used for multiple purposes, the number of shares to be repurchased or the total amount of funds corresponding to each purpose shall be clearly disclosed in the share repurchase plan in accordance with the provisions of the preceding paragraph.
if a listed company repurchases shares under the circumstances specified in Item (4) of Paragraph 1 of Article 2 of these Detailed Rules and intends to reduce its registered capital or sell them, it shall make it clear and disclose it in the share repurchase plan in accordance with Paragraph 1 of this Article. If it is not explicitly disclosed in the plan for sale, the repurchased shares shall not be sold.
article 16 a listed company shall determine a reasonable price range for repurchasing shares. if the upper limit of the repurchase price range is higher than 15% of the average trading price of the company's shares in the 3 trading days before the board of directors passes the resolution on repurchasing shares, its rationality shall be fully explained in the share repurchase plan.
the average transaction price stipulated in the preceding paragraph shall be calculated by dividing the total amount of stock transactions by the total amount of stock transactions in the 3 trading days before the board of directors passes the resolution to buy back shares.
article 17 a listed company shall specify the specific implementation period of repurchase in the share repurchase plan. Where a listed company repurchases shares under the circumstances specified in Item (1), Item (2) and Item (3) of Paragraph 1 of Article 2 of these Rules, the repurchase period shall not exceed 12 months from the date when the board of directors or shareholders' meeting deliberates and passes the final share repurchase plan.
where a listed company repurchases shares under the circumstances specified in item (4) of paragraph 1 of article 2 of these rules, the repurchase period shall not exceed 3 months from the date when the board of directors or shareholders' meeting deliberates and approves the final share repurchase plan.
Article 18 A listed company may not buy back its shares during the following periods:
(1) Within 1 trading days before the announcement of the periodic report, performance forecast or performance express of the listed company;
(2) Within 2 trading days after the occurrence of major events that may have a significant impact on the stock trading price of the Company or during the decision-making process;
(3) Other circumstances stipulated by the China Securities Regulatory Commission and this Exchange.
if a listed company repurchases shares and reduces its registered capital due to the circumstances specified in item (4) of paragraph 1 of article 2 of these rules, the provisions of the preceding paragraph shall not apply.
Article 19 When a listed company repurchases shares, it shall reasonably arrange the number of shares repurchased every day. In case of repurchasing shares under the circumstances specified in Item (1), Item (2) and Item (3) of Paragraph 1 of Article 2 of these Rules, the number of shares repurchased every five trading days shall not exceed 25% of the sum of the trading volumes of the shares in the five trading days before the first repurchase, except that the number of shares repurchased every five trading days shall not exceed 1 million.
in principle, the repurchase of b shares by listed companies shall be carried out in accordance with the provisions of the preceding paragraph. if it is not carried out in accordance with the provisions of the preceding paragraph, the reasons and rationality shall be fully disclosed.
Article 2 Where a listed company repurchases shares by centralized bidding, its trading declaration shall meet the following requirements:
(1) The declared price shall not be the price limited by the trading increase of the company's shares on the same day;
(2) The share repurchase declaration shall not be made within half an hour before the opening of call auction and the closing of this Exchange, or within the trading day when there is no limit on the price of shares;
(3) Other requirements stipulated by China Securities Regulatory Commission and this Exchange.
article 21 a listed company shall not issue shares to raise funds during the repurchase period, except for issuing preferred shares in accordance with relevant regulations.
Article 22 A listed company shall repurchase through a special repurchase account. The special account for repurchase is limited to storing the repurchased shares.
article 23 when a listed company repurchases shares in a special account, it does not enjoy the right to vote at the shareholders' meeting, profit distribution, capitalization of reserve fund, subscription of new shares, allotment and pledge.
article 24 if a listed company intends to cancel its share repurchase, it shall notify its creditors in accordance with the relevant provisions of the company law after the shareholders' meeting makes a resolution to cancel the share repurchase.
if a listed company has issued corporate bonds, it shall also perform corresponding procedures and obligations in accordance with the prospectus for offering bonds.
Article 25 If the relevant shareholders and Dong Jiangao of a listed company reduce their shares during the share repurchase period of the listed company, they shall abide by the relevant provisions of the China Securities Regulatory Commission and this Exchange on the reduction of shares.
if a listed company repurchases shares under the circumstances specified in item (4) of paragraph 1 of article 2 of these rules, its director Jiangao, controlling shareholder, actual controller and proposer of repurchased shares shall not directly or indirectly reduce their shares from the date when the company first discloses the repurchased shares to the period when the repurchase result and announcement of share change are issued.
Article 26 A listed company shall, at the same time of disclosing the repurchase of shares for the first time, disclose the details of its future reduction plans to Dong Jiangao, the controlling shareholder, the actual controller, the repurchase proponent and the shareholders holding more than 5% of the shares, including but not limited to whether there is a reduction plan in the next three months and six months, and disclose the responses of relevant shareholders.
if the relevant shareholders fail to reply, the company shall indicate the possible reduction risk in the announcement.
Article 27 A listed company shall, in accordance with the relevant business rules of this Exchange and China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as China Clearing), go through the procedures related to share repurchase, such as applying for a register of shareholders, opening a special account for share repurchase, inquiring about the stock trading of relevant personnel and intermediaries, and canceling the repurchased shares.
article 28 if the situation of share repurchase is complicated and involves professional judgment on major issues, the listed company may employ securities service institutions such as financial consultants, law firms and accounting firms to issue professional opinions on relevant issues and disclose them together with the share repurchase plan.
Chapter III Implementation Procedures and Information Disclosure
Article 29 In case of any circumstance in Item (1) of Paragraph 2 of Article 2 of these Detailed Rules in a listed company, the board of directors shall keep abreast of whether there are major events and other matters that may have a great impact on the stock price, and actively communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions and demands of shareholders on whether the company should implement measures such as share repurchase.
article 3 the proposer who has the right to propose the board of directors and shareholders' meeting according to relevant laws and regulations and the articles of association may propose to the board of directors of a listed company to buy back shares. The proposer's proposal shall be clear and specific, conform to the actual situation of the company, be reasonable and feasible, and at least include the contents specified in Item (2), Item (3) and Item (4) of Article 31 of these Rules.
if the proposer intends to propose the listed company to repurchase shares under the circumstances specified in Item (4) of Paragraph 1 of Article 2 of these Detailed Rules, he shall submit it to the board of directors of the listed company within 1 trading days from the date of occurrence of relevant facts specified in Paragraph 2 of Article 2 of these Detailed Rules.
article 31 a listed company shall immediately convene a meeting of the board of directors for deliberation after receiving the proposal to buy back shares that meets the provisions of the preceding article, and announce the proposal to buy back shares and the resolution of the board of directors at the same time. The contents of the announcement shall include:
(1) the basic information of the proposer and the proposed time;
(2) the reason and purpose of the proposer's proposal to buy back the shares;
(3) the type, purpose, method, price range, quantity, proportion to the company's total share capital and the total amount of funds to be used for repurchase. The number of shares repurchased and the total amount of funds have at least one clear upper and lower limit, and the upper limit shall not exceed 1 time of the lower limit;
(4) information on the trading of shares of the company by the proposer within 6 months before the proposal, and an explanation on whether the proposer has plans to increase or decrease the holding during the repurchase period;
(5) The proposer will urge the company to convene the board of directors or shareholders' meeting as soon as possible to consider the repurchase of shares and vote in favor of the company's share repurchase proposal (if applicable);
(6) opinions of the board of directors of the company on the proposal to buy back shares and subsequent arrangements;
(7) Other contents that the China Securities Regulatory Commission and this Exchange think need to be disclosed.
article 32 the board of directors of a listed company shall fully evaluate the company's operation, finance, research and development, cash flow and stock price, and prudently demonstrate, judge and make decisions on share repurchase.
the board of directors of a listed company can communicate with the company's accountants on whether the company's financial and capital conditions are suitable for repurchase, the scale of repurchase and the accounting treatment of repurchase, and after listening to the opinions of the accountants, carefully determine the number, amount, price range and implementation mode of repurchased shares.
article 33 a listed company shall formulate a reasonable and feasible share repurchase plan, which shall be passed by the resolution of the board of directors or the shareholders' meeting in accordance with relevant regulations.
where a listed company repurchases shares under the circumstances specified in item (1) of paragraph 1 of article 2 of these rules, it shall be resolved by the shareholders' meeting and passed by more than two thirds of the voting rights held by the shareholders present at the meeting.
if a listed company repurchases shares under the circumstances specified in items (2), (3) and (4) of the first paragraph of Article 2 of these Rules, it may pass a resolution at a board meeting attended by more than two thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting. Where the board of directors is authorized by the shareholders' meeting of a listed company, the specific circumstances and duration of authorization shall be clearly defined in the authorization proposal and resolution submitted to the shareholders' meeting for consideration.
article 34 where a listed company repurchases shares under the circumstances specified in item (4) of paragraph 1 of article 2 of these rules, it shall, within 1 trading days from the date of occurrence of relevant facts specified in paragraph 2 of article 2 of these rules, or receive a proposal to repurchase shares under such circumstances.