If the shareholding ratio is less than 5%, no announcement is required. According to the regulations of the CSRC, the major shareholder holding more than 5% of the shares of a listed company shall prepare a report on the change of equity within 3 days, submit a written report to the CSRC and the Exchange, notify the listed company and make an announcement. Under normal circumstances, there is no need to make an announcement when the company is in changes in equity. Moreover, due to the large number of shareholders of listed companies and frequent equity transfer, among the external investors of the company, listed companies themselves do not have the information advantages and convenient conditions for compiling the register of shareholders, which is often difficult to announce. Major changes have taken place in the shareholding or control of the company by shareholders or actual controllers who hold more than 5% of the shares of the company; Need to issue a temporary announcement.

When the second largest shareholder of a listed company changes its enterprise name, it shall promptly disclose it to the public, explaining the change and the reasons for the change. If this name change is caused by the change of shareholder's ownership structure, it may be necessary to fulfill the reporting and disclosure obligations of the actual controller of the major shareholder.

Legal basis:

Article 71 of People's Republic of China (PRC) Company Law Shareholders of a limited liability company may transfer all or part of their shares to each other.

Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.

Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.

Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.

Derivative problem:

Is it necessary to make an announcement on the equity acquisition of listed companies?

Under normal circumstances, there is no need to make an announcement when the company is in changes in equity. Moreover, due to the large number of shareholders of listed companies and frequent equity transfer, among the external investors of the company, listed companies themselves do not have the information advantages and convenient conditions for compiling the register of shareholders, which is often difficult to announce.

Matters needing attention in equity transfer

1. Before drafting the relevant documents on equity transfer, you should consult and copy the company's industrial and commercial registration materials at the industrial and commercial registration department where the company is registered, because the relevant documents to be drafted must be consistent with the materials filed by the industrial and commercial registration department.

2. Signing an equity transfer agreement is the most important link in equity transfer. It is necessary to clarify the rights and obligations between the transferor and the transferee, such as share transfer, transfer price, transfer price, delivery date, company's creditor's rights and debts, etc. It is suggested that lawyers or professionals draft specific terms.

3. The transferee may not perform or not fully perform the obligation to pay the consideration for equity transfer during the transaction. In order to prevent the transferee from not paying the consideration for equity transfer, the scope and calculation method of deposit or liquidated damages shall be clearly stipulated in the equity transfer contract, and the transferor may require the transferee to provide guarantee or provide guarantee.

4. After the equity transfer, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the names, domiciles and capital contribution records of the shareholders in the Articles of Association and the register of shareholders accordingly.

5. Where a limited liability company changes its shareholders, it shall apply to the industrial and commercial registration department for registration of change within 30 days from the date of change of shareholders. At the same time as the change of registration, the legal person qualification certificate of the new shareholder or the identity certificate of the natural person and the revised articles of association shall be submitted.