Chapter 1 General Principles

Article 1 is to regulate the shares of the listed company held by the transfer of state -owned shareholders，Promote the optimization of state -owned resources，Prevent state -owned asset loss，Maintenance of the securities market stability，According to the "Company Law of the People's Republic of China"、"Securities Law of the People's Republic of China" and "Interim Regulations on the Supervision and Management of Enterprise State -owned Assets" (State Council Order No. 378) and other laws、Regulations on administrative regulations，Formation of these measures。

Article 2 State -owned shareholders mentioned in these Measures，refers to a state -owned and state -owned controlling enterprise holding a listed company shares、Relevant agencies、Department、Institutions, etc.。

Article 3 State -owned shareholders transfer their shares they hold through the securities trading system、Transfer with an agreement、Unpaid transfer or indirect transfer，Applicable these Measures。

State -owned or controlled securities companies and fund management companies transferred to the listed company shares in accordance with relevant regulations。

Article 4 The shares of listed companies held by state -owned shareholders shall be clear。Unclear and pledged relationships、Mortgage、Judicial Frozen and other legal restrictions on the transfer of transfer shall not be transferred。

Article 5 The shares of the listed company held by state -owned shareholders shall be disclosed、Fair、Principles of Justice，Consistent about the relevant laws of the country、Regulations on administrative regulations and rules and regulations，The industrial policy and the state -owned economic layout and structural strategic adjustment direction in line with the country or region，It is conducive to promoting state -owned asset preservation and value -added，It is conducive to improving the core competitiveness of the enterprise。

Article 6 The price of the transfer of a state -owned shareholders shall be determined according to the transaction price of the stock market of the securities market。

7 The State Council State -owned Assets Supervision and Administration Institution is responsible for the review of the transfer of a listed company shares。

Central State -owned and State -owned Holdings Enterprises、Relevant agencies、Department、Institutions transfer listed companies to key industries for the national economy、The field and the state -owned economic layout and structure have significant influence，Approved by the State -owned Assets Supervision and Administration Institutions of the State Council。

Local state -owned and state -owned holding enterprises、Relevant agencies、Department、Institutions transfer the shares of listed companies no longer owns the controlling stake in the listed company，The provincial state -owned asset supervision and management agency is submitted to the provincial people's government for approval and submitted to the State Council State -owned Assets Supervision and Administration stake sports betting appOrganization for review。

When the condition is mature，State -owned assets supervision and management institutions of the State Council shall be in accordance with the requirements of the "Interim Regulations on the Supervision and Administration of Enterprise State -owned Assets"，Put the local state -owned and state -owned controlling enterprises、Relevant agencies、Department、Institutions transfer the shares of listed companies to the provincial state -owned asset supervision and management agency for review。

Listed companies shares pass

Transfer of the securities trading system

Article 8 State -owned controlling shareholders transfer listed companies' shares through the securities trading system，At the same time, it meets the following two conditions，It is determined by the state -owned controlling shareholder according to internal decision -making procedures，And report to the provincial or above -level or above state -owned assets supervision and management institutions for the record of the state -owned assets supervision and management institutions within 7 working days after the transfer of the shares

(1) Listed companies with a total shares of not more than 1 billion shares，State -owned controlling shareholders have accumulated a total of net transfer shares within three consecutive accounting years (cumulative transfer shares deduct the balance after the cumulative increase of holdings，The same below) does not reach 5%of the total share capital of the listed company; a listed company with a total share capital of more than 1 billion shares，State -owned controlling shareholders have not reached 50 million shares or cumulative net transfer shares in three consecutive accounting years in three consecutive accounting years.。

(2) State -owned controlling shareholders' transfer shares does not involve the transfer of control of listed companies。

Many state -owned shareholders belong to the same controller，The number or proportion of its cumulative net transfer shares shall be merged and calculated。

Article 9 of the state -owned controlling shareholder transfer shares that do not meet one of the two conditions stipulated in the previous article，The transfer plan shall be submitted to the State Council State -owned Assets Supervision and Administration stake sports betting appOrganization for review and approval。

Article 10 State -owned stake betting appshareholders' shareholders through the securities trading system Cumulative net transfer shares in a complete accounting year have not reached 5%of the total share capital of the listed company，Decisive by the state -owned shareholders according to internal decision -making procedures，And reported its previous year's transfer of the shares of the listed company before January 31st year to the provincial or provincial state -owned assets supervision and management institutions for the record;，The transfer plan shall be submitted to the State Council State -owned Assets Supervision and Administration stake sports betting appOrganization for review and approval。

Article 11 State -owned shareholders adopt a large transaction to transfer the shares of listed companies，The transfer price must not be lower than the weighted average price of the stock trading on the day of the listed company。

Article 12 State -owned shareholders who transfer to listed companies through securities trading systems need to report to state -owned assets supervision and management institutions for review and approval，The materials they submitted mainly include:

(1) For instructions for the transfer of listed companies to the state -owned shareholders;

(2) State -owned shareholders transfer internal decision -making documents and feasibility study reports of listed companies;

(3) The basic situation of state -owned shareholders and the financial accounting report that was audited in the previous year;

(4) Basic situation of listed companies and the latest annual report and mid -term report;

(5) State -owned asset supervision and management agencies believe that other documents that are necessary。

Article 13 The feasibility study report for the transfer of a state -owned shareholder to transfer listed companies shall include, but not limited to the following:

(1) Reason for transfer;

(2) Transfer price and determine basis;

(3) The quantity of the transfer;

(4) Use plan for transfer income;

(5) Whether the transfer is in line with the national or regional industrial policy and the state -owned economic layout and structural strategic adjustment direction。

The shares of the listed company held by the listed company

Protocol transfer

Article 14 State -owned shareholders intend to transfer the shares of listed companies，After internal decision -making，It should be reported in writing in accordance with the prescribed procedures in a timely manner to report in writing in writing in writing in writing.，

and should be informed of the listed company，The information is disclosed publicly by listed companies in accordance with the law，Make a prompt announcement to the public。Public disclosure documents should be indicated，The transfer of the shares to be approved by the relevant state -owned assets supervision and management institution must be implemented.。

Article 15 State -owned shareholders Reporting the provincial or provincial state -owned assets supervision and management agencies to be approved to transfer listed companies' shares to the company mainly include:

(1) State -owned shareholders intending to agree to transfer the internal decision -making documents and feasibility study reports of listed companies shares;

(2) The content of the share agreement transfer information to be released publicly;

(3) State -owned asset supervision and management agencies believe that other documents that are necessary。

Article 16 The state -owned assets supervision and management institutions at the provincial or provincial level at or above the provincial level have received a written report from the state -owned shareholders to transfer the shares of the listed company，Opinions should be issued within 10 working days。

Article 17 After the state -owned shareholders obtained the opinions of the state -owned assets supervision and management agency on the transfer of the shares of the listed company，It should be inform the listed company，The listed company publicly discloses the transfer information of the shares of the listed company held by the state -owned shareholders in accordance with the law。

Article 18: The transfer information of the shares of the listed company shares held by the state -owned shareholders includes but not limited to the following:

(1) The number of shares intends to transfer shares and the name and basic situation of listed companies involved;

(2) The qualification conditions that the assignant should have;

(3) The deadline for submitting the transfer of the transfer of the transfer of the transfer.

Article 19 There are the following special circumstances，After approval by the state -owned assets supervision and management agency at the provincial or provincial level，State -owned shareholders may not disclose the information of the transfer of the transfer of the shares to sign the transfer agreement:

(1) Listed companies have lost money for two consecutive years and exist in delisting risk or serious financial crisis，The transferee proposed a major asset reorganization plan and specific timetable;

(2) Key industries of the national economy、Fields have special requirements for transferee;

(3) State -owned and state -owned holding enterprises to implement state -owned resource integration or asset reorganization，Agreement transferred within it;

(4) The repurchase of listed companies involved the shares held by state -owned shareholders;

(5) State -owned shareholders who transfer their shares of the listed company due to the acquisition of the dealer;

(6) State -owned shareholders due to dissolution、Bankruptcy、Delivered by ordering according to law, etc.。

Article 20 The state -owned shareholders have received the application and transfer plan submitted by the party，It should be fully research and demonstration of the transfer plan，Based on the comprehensive consideration of various factors, choose preferred to get allowed to let the square。

Article 21: The actual control of the listed company after the shares of the listed company held by the state -owned shareholders of the transfer of the state -owned shareholders，Transferee should be a legal person，and the following conditions should be available:

(1) The transferee or its actual controller is established for more than three years，Continuous profit in the past two years without major violations of laws and regulations;

(2) With a clear business development strategy;

(3) The ability to promote the sustainable development of listed companies and improve the legal person governance My stake betting appstructure of listed companies。

Article 22 The state -owned controlling shareholder intends to adopt an agreement transfer to transfer shares and no longer owns the controlling stake in listed companies，It should be hired as a financial adviser registered My stake betting appin the country，Financial consultants should have a good reputation and no major illegal records in the past three years。

Article 23 The financial adviser shall diligently and diligently，Comply with industry specifications and professional ethics，Transfer method of listed companies shares、Transfer price、Shareholders have issued professional opinions on the impact on state -owned shareholders and listed companies;，issue a due diligence report。Dyeing investigation should include, but not limited to the following:

(1) The purpose of the transfer of the transfer of the transfer of the transfer;

(2) The business of the proposed party、Financial status、The strength of the capital and whether there are major illegal illegal records and bad integrity records;

(3) The ability to transfer the transfer price in time and the source of the transfer price in a timely manner and its legitimacy;

(4) The ability to transferee whether to promote the sustainable development of listed companies and improve the legal person governance My stake betting appstructure of listed companies。

Twenty -four State -owned Shareholders' Agreement to transfer the price of listed companies shares shares shall be transferred to the announcement date of the listed company shares (for approval, not to disclose shares transfer information，The signing date of the shares transfer agreement，Same below) The daily weighted average price arithmetic on the first 30 trading days is determined;，Its minimum price must not be lower than 90%of the arithmetic average。

Article 25 of the following special circumstances，State -owned shareholders' agreement transfer the price of listed companies shares according to the following principles:

(1) State -owned shareholders to implement resource integration or reorganized listed companies，And after the transfer of the listed company's shares is completed, all repurchase the main assets of the listed company，Shareholders' transfer price determines the reasonable valuation results of the stock price issued by the state -owned shareholders based on the intermediary agency。

(2) State -owned and state -owned holding enterprises to implement state -owned resource integration or asset reorganization，Agreement is transferred within it and the rights and interests of the listed company and the state rights in the listed company are not reduced by this，Share transfer price shall be based on the net asset value per share of the stock of the listed company、Net asset yield、Reasonable price -earnings ratio and other factors reasonably determine。

Article 26 After the state -owned shareholders choose the transferee，Should sign a transfer agreement with the transferee in time。The transfer agreement shall include, but not limited to the following:

(1) Transferler、Listed Company、Name of the company's company's enterprise、Legal representatives and residences;

(2)、The number and price of the shares intend to transfer;

(3) The rights and obligations of the transferor, the transferee;

(4) Payment method and period of shares transfer price;

(5) Conditions for registering for shares;

(6) Change and relieve conditions;

(7) Solution of disputes in the agreement;

(8) The liability for breach of contract for the agreement;

(9) The agreement is effective.

Article 27 After a state -owned shareholder signed a share transfer agreement with the proposed party，Related obligations such as information disclosure should be fulfilled in time，At the same time, the State Council state -owned assets supervision and management agency shall be reported in accordance with the prescribed procedures for review and approval。

Decisions or approve the state -owned shareholders' agreement to transfer listed companies，The following written materials should be reviewed:

(1) The request and feasibility study report for the transfer of the shares of the listed company;

(2) The transferee solicitation of state -owned shareholders and the relevant demonstrations of the choice of transferee;

(3) State -owned shareholders' audited financial accounting report last year;

(4) Basic situation of the intended transferee、Company Articles of Association and the recent audited financial accounting report;

(5) Basic situation of listed companies、The most recent annual report and mid -term report;

(6) Price Instructions for the Price of Shares' Transfer Agreement and Share Transfer Price;

(7) The transferee and state -owned shareholders、Stock transfer between listed companies in the last 12 months、Assets replacement、Investment and other major situations and debts and debts;

(8) The legal opinion issued by the law firm;

(9) State -owned asset supervision and management agencies believe that other documents that are necessary。

Article 28 State -owned shareholders shall promptly collect the share transfer price of listed companies。

The transferee pays the transfer price of the shares with cash，State -owned shareholders shall receive a margin that does not be less than 30%of the transfer income within 5 working days after the signing of the shares transfer agreement，The rest of the price shall be settled all before the share transfer。After all the transfer price is paid or the third parties recognized by the two parties are properly cured，No transfer registration procedures for transferring shares。

The proprietary party is handled by the equity of the equity of the stock and other valuable securities.。

Article 29 The state -owned assets supervision and management agency of the State Council on the transfer document of the state -owned shareholders' transfer and all transfer payment vouchers is the securities exchange、China Securities Registration and Settlement Co., Ltd. shall handle the transfer procedures for the shareholding of the listed company and the must -have document of the charter of the listed company in the industrial and commercial administration department。

The shares of the listed company

Rotary for free

Article 30 The shares of the listed company held by a state -owned shareholder can transfer it to government agencies for free in accordance with the law、Institutions、State -owned enterprises and wholly state -owned companies hold。

So wholly state -owned companies are all in or out of all parties，It should comply with the relevant provisions of the "Company Law of the People's Republic of China"。

Article 31 The transfer of the shares of the listed company shall be based on the feasibility study，Review according to internal decision -making procedures，and form a written resolution stake sports betting appdocument for free transfer shares。

Article 32: When a state -owned shareholder transferred for free, the shares of the listed company holding the listed company may My stake betting appaffect its debt repayment capacity，The company's shares of the listed company shall formulate the corresponding debt disposal plan for the transfer of unpaid transfer。

Article 33 The shares of the listed company shall be transferred to the state -owned assets supervision and management institutions in accordance with the prescribed procedures for review and approval。

Article 34: State -owned shareholders transfer their listed companies shares for free，The following main materials shall be submitted to the state -owned asset supervision and management agency:

(1) State -owned shareholders transfer the instructions and internal resolution documents for the shares of listed companies for free;

(2) State -owned shareholders transferred to the feasibility study report of the shares of the listed company shares held for free;

(3) Listed company shares transfer agreement for free;

(4) Transfer the basic situation of both parties、The audited financial accounting report last year;

(5) Basic situation of listed companies、The most recent annual report and mid -term report;

(6) Draw the debt disposal plan and or liabilities with liabilities;

(7) The reorganization plan or development plan for listed companies in the next 12 months (applicable to the transfer of controlling equity of listed companies);

(8) Legal opinions issued by law firms.

The shares of the listed company held by the listed company

indirect transfer

Article 35 The indirect transfer of listed companies held by state -owned shareholders in these Measures refers to their economic or actual controllers due to the change of property rights transfer or capital increase and expansion of the state -owned shareholders。

Article 36 The indirect transfer of the listed company held by a state -owned shareholder shall fully consider the impact on listed companies，And in accordance with these Measures to transfer the share price of listed companies in the state -owned shareholders' agreement to reasonably determine，The benchmark date determined by the share price of listed companies shall be consistent with the benchmark date of state -owned shareholders asset evaluation。The benchmark date for the asset evaluation of state -owned shareholders is different from the dates of the property rights holding unit of state -owned shareholders' property rights.。

Article 37: Indirect transfer of the shares of the listed company held by the state -owned controlling shareholder of a listed company，It should be hired as a financial adviser registered in the country，and strategic investors introduced by state -owned property rights or state -owned shareholders' due diligence，and issue a due diligence report。

Article 38: The shares of the listed company held by the state -owned shareholders are indirectly transferred，State -owned shareholders shall be implemented before the implementation of property rights transfer or capital increase and shares and expansion schemes (where，The transfer of state -owned shareholders' state -owned property rights，Before applying for property rights transfer certification; the capital increase of state -owned shareholders，It should be before the company's industrial and commercial registration)，The state -owned shareholders are submitted to the State Council State -owned Assets Supervision and Administration stake sports betting appOrganization for review and approval。

Article 39 Decisions or approves the indirect transfer of the listed company shares held by state -owned shareholders，The following written materials should be reviewed:

(1) The request for the shares of the listed company held by the state -owned shareholders indirectly transferred;

(2) Approval documents for the transfer of property rights or capital expansion of state -owned shareholders、Asset evaluation results approval documents and feasibility study reports;

(3) Approved state -owned shareholders' property rights transfer or capital increase and shareholding plan;

(4) Related documents for state -owned shareholders' state -owned property rights or through the property right trading market、The information of the media or the Internet that opens up capital and shareholders and expansion of state -owned shareholders and the basis of the choice of strategic investors;

(5) State -owned property rights transfer agreement or capital increase and expansion agreement of state -owned shareholders;

(6) State -owned shareholders' assets are priced，Including the price description of the listed company shares held by state -owned shareholders;

(7) Basic situation of listed companies、The most recent annual report and mid -term report;

(8) State -owned property rights transferee or strategic investor's recent audited financial accounting report;

(9) Financial consultant report issued by financial consultants (suitable for changes in state -owned controlling shareholders);

(10) The legal opinion of law firms issued by law firms;

(11) State -owned asset supervision and management agencies believe that other documents that are necessary。

Chapter 6 Legal Responsibility

Article 40 in the transfer of listed companies in state -owned shareholders，Transferler、Listed companies and the proposed to accept the following behavior，State -owned assets supervision and management institutions shall require the transferor to terminate the shares transfer activities of the listed company，If necessary, a lawsuit shall be filed with the people's court:

(1) Failure to disclose the transfer information on the Stock Exchange in accordance with the relevant provisions of these Measures;

(2) Transferler、Listed companies do not perform the corresponding internal decision -making procedures、Approval procedure or beyond permissions、Transfer of listed companies shares without authorization;

(3) Transferler、Listed companies provide false accounting information to intermediary agencies，Leading audit、Evaluation results distortion，Caused the loss of state -owned assets;

(4) The transferor and the proposed side string together，Low price transfer to listed companies shares，Caused the loss of state -owned assets;

(5) The transferor to the transfer party in the public transfer information of the listed company's shares，Fang Fang maliciously stringed down low -assessment of listed companies' shares，Caused by the loss of state -owned assets; the proprietary party did not carry out major asset reorganizations on the listed company within its commitment;

(6) The transferee to take fraud、concealment and other means affecting the selection of the transferor and the signing of the listed company's shares。

The transferor of the above behavior、Listed companies with stake betting appdirect responsibilities and other direct responsible persons，State -owned assets supervision and management institutions or related enterprises give disciplinary sanctions in accordance with permissions，Caused the loss of state -owned assets，Should be stake sports betting appliable for compensation; due to the liability of the party caused the loss of state -owned assets，The proprietary party shall compensate the transferor's economic loss according to law; the suspected crime，Transfer to judicial organs according to law。

Article 41 Audit of the transfer of social intermediary agencies in the shares of listed companies、Evaluation、Consultation and legal services illegal practice，State -owned asset supervision and management institutions notify the relevant situation of its industry authorities，It is recommended to give corresponding punishment; if the circumstances are serious,，State -owned shareholders of listed companies may no longer entrust them to conduct related businesses for the transfer of shares of listed companies。

Article 42 The shares transfer approved agency and their relevant personnel of the listed company violate these Measures，Approved or conspiring private personal personnel during approval，Caused the loss of state -owned assets，Disciplinary sanctions are given by the relevant departments in accordance with permissions;，Transfer to judicial organs according to law。

State -owned assets supervision and management agencies violated relevant laws、Regulations or the provisions of these Measures to review the transfer of the shares of the listed company and cause the loss of state -owned assets，Disciplinary sanctions to the person in charge and other responsible persons directly responsible;，Transfer to judicial organs according to law。

Article 43 Listed Companies、State -owned shareholders violated relevant laws、Regulations or the provisions of this Measures for shares transfer and cause loss of state -owned assets，State -owned assets supervision and management institutions may order state -owned shareholders to take measures to correct them within a time limit; listed companies、Relevant person in charge of state -owned shareholders and other responsible persons should be liable for compensation，and give disciplinary sanctions to it according to law; suspected crime，Transfer to judicial organs according to law。

Chapter 7 Affiliation

Article 44 The shares of listed companies held by state -owned or state -owned controlling enterprises are enforced by the judicial organs，Standards relevant procedures based on legal effects issued by relevant laws and judicial organs。

Article 45 This Measures will be implemented from July 1, 2007。