Notice on Earnestly Implementing the New Securities Law and Making Effective Efforts concerning the Listed Companies’ Information Disclosure

Listed companies and relevant obligors for information disclosure:

The amended “Securities Law of the People’s Republic of China” (the New Securities Law for short) will come into force on March 1, 2020. In order to earnestly implement the relevant provisions of the New Securities Law on the information disclosure of the listed companies and improve the quality of the information disclosure of the listed companies, the Shanghai Stock Exchange (SSE) hereby announces relevant matters as follows.

1. Directors, supervisors and executives of a listed company shall sign the written confirmation opinions on the periodic reports in accordance with Article 82 of the New Securities Law.

The directors, supervisors and executives shall ensure that the listed company discloses information in a timely and fair manner, and that the information disclosed is authentic, accurate and complete.

If the directors, supervisors and executives cannot guarantee the authenticity, accuracy, completeness of the contents of a periodic report, or they have objections, they shall express their opinions and state the reasons in the written confirmation opinions, and the listed company shall disclosure the situation. If the listed company refuses to make the disclosure, the directors, supervisors and executives may directly apply for the disclosure.

2. Articles 80 and 81 of the New Securities Law newly add the provisions on the major events that may have a significant impact on the trading prices of the listed company’s stocks or bonds. When a listed company encounters a major event described in the aforementioned new provisions, it shall promptly make the disclosure in accordance with relevant rules.

3. The obligors for information disclosure shall, in accordance with Article 84 of the New Securities Law, voluntarily disclose the information that shall affect the investors’ value judgments and investment decisions, and the information shall not conflict with that disclosed in accordance with the law and mislead the investors. When disclosing the information voluntarily, the obligors for information disclosure shall meet basic requirements for information disclosure such as authenticity, accuracy, completeness, timeliness and fairness. When similar events occur thereafter, the obligors for information disclosure shall promptly make the disclosure in accordance with the standard for consistency.

4. If an SSE-listed company alsohas securities listed on overseas exchanges, the information disclosed overseas by the company and related obligors for information disclosure shall also be disclosed domestically at the same time in accordance with Item 3, Article 78 of the New Securities Law andrelevant rules of the SSE.

5. After the proportion of the voting shares issued by a listed company that are held by an investor or jointly held by an investor and other persons through agreements or other arrangements reaches 5%, each time the proportion increases or decreases by 5%, the investor shall report and announce the circumstance in accordance with Article 63 of the New Securities Law, and shall not trade the shares of the company from the day when the fact occurs to 3 days after the announcement, except in the circumstances prescribed by the CSRC.

After the proportion of the voting shares issued by a listed company that are held by an investor or jointly held by an investor and other persons through agreements or other arrangements reaches 5%, each time the proportion increases or decreases by 1%, the investor shall notify the listed company the day after the fact occurs so as to release a corresponding reminder announcement according to Article 63 of the New Securities Law. The announcement shall disclose the shareholder’s name and domicile, the name and volume of the shares held, the date on which the increase or decrease of the shareholding has reached the statutory proportion, the source of the funds for increasing the shareholding, the time and mode of the change in the voting shares held, and other matters.

Articles 63, 64, 68, 69, 75 and 77 of the New Securities Law stipulate new requirements for the matters such as the restrictions on the exercise of the voting right for the shares of a listed company bought in excessive proportions, the contents of the announcement on the changes in equity, the circumstances prohibited in changing the tender offers, the conditions for acquisition of different types of shares, the time limits on restricted transfer after the completion of the acquisition, and the report and announcement on the split or merger of a listed company, and the listed companies shall strictly abide by and implement the requirements.

6. Article 44 of the New Securities Law makes new provisions on the scope of the participants in the short-swing trading, the types of trading targets and the exclusions, etc., and shareholders, directors, supervisors and executives of a listed company holding more than 5% of the shares shall strictly abide by the provisions. If the aforementioned persons violate the provisions of Article 44 of the New Securities Law, and trade the company’s shares or other equity-naturesecurities held by them (including those held by their spouses, parents, and children or through other people’s accounts), the company’s board of directors shall recover their proceeds, and disclose in a timely manner the relevant persons’ illegal transactions, the measures taken by the company, the method of calculating the proceeds, the specific circumstances of recovering the proceeds, and other matters.

7. If the investors file civil compensation lawsuits of securities against a listed company for false statements and other reasons in accordance with the provisions of Article 95 of the New Securities Law, which triggers the disclosure criteria stipulated in Section 1, Chapter 11 of the “Rules of Shanghai Stock Exchange for Stock Listing” (the “Listing Rules”for short) or Section 3, Chapter 9 of the “Rules of Shanghai Stock Exchange for Stock Listing on the SSE STAR Market” (the “Listing Rules for SSE STAR Market” for short), the listed company shall make the disclosure in a timely manner according to relevant rules.

8. When soliciting shareholders’ rights in accordance with the provisions of Article 90 of the New “Securities Law”, the board of directors, independent directors and shareholders holding more than 1% of voting shares of a listed company, or the investor protection institutions established in accordance with laws and rules shall disclose the solicitation documents in accordance with the SSE’s guidelines for the formats of interim announcements for the main board “No. 77, Announcements of Listed Companies on Public Solicitation of Voting Rights” or relevant provisions of the “Listing Rules for SSE STAR Market”, and the listed company shall provide cooperation.

9. Articles 47 and 48 of the New Securities Law stipulate that the stock exchange shall make specific provisions on the conditions for the listing of securities and the circumstances of terminating the listing. Before the SSE revises the relevant business rules for listing and delisting, the existing “Listing Rules” and other relevant rules shall be still implemented for the matters such as the companies applying for the listing of stocks and convertible corporate bonds on the SSE, and the suspension, resumption and termination of the listing of the shares and convertible corporate bonds of the companies listed on the SSE.

If the funds raised by a listed company through issuing convertible corporate bonds are not used in line with the approved purposes but meet the requirements of Item 2, Article 15 of the New Securities Law, the SSE will not suspend the listing and trading of its convertible corporate bonds.

For the matters such asthe listing and the termination of listing of the securities on the SSE STAR Market, the relevant provisions of the “Listing Rules for SSE STAR Market” shall apply.

10. The listed companies shall effectively register the insiders with inside information in accordance with Article 51 of the New Securities Law and relevant requirements of the CSRC and the SSE; the files of the insiders with inside information shall be filled in an authentic, accurate and complete manner and submitted to the SSE in a timely manner when the stipulated events occur.

11. The notice shall come into effect on March 1, 2020.
 

Shanghai Stock Exchange

February 28, 2020