Provisional Rules of Shenzhen Municipality for Registration of Special Renminbi-Denominated Shares

頒布時間： 1998-02-02 　頒布方： PRC

Provisional Rules of Shenzhen Municipality for Registration of Special Renminbi-Denominated Shares

　　(Effective Date:1992.01.31--Ineffective Date:)


CONTENTS


CHAPTER 1. GENERAL PROVISIONS CHAPTER 2. FORM OF REGISTRATION CHAPTER 3. SHAREHOLDER INFORMATION CHAPTER 4. PROCEDURES FOR REGISTRATION OF TRANSFER CHAPTER 5. CHECKING OF ACCOUNTS CHAPTER 6. DISTRIBUTION OF BONUSES AND PAYMENT OF DIVIDENDS CHAPTER 7. FEES CHAPTER 8. SUPPLEMENTARY PROVISIONS


CHAPTER 1. GENERAL PROVISIONS


Article 1. These Rules are formulated in accordance with the relevant provisions of the Provisional Measures of Shenzhen Municipality for Administration of Special Renminbi-Denominated Shares and the Detailed Implementing Rules issued thereunder (the "Detailed Implementing Rules"), in order to safeguard the lawful rights and interests of investors.


Article 2. Shenzhen Securities Registrars Co. Ltd. ("Registrars Co.") shall be the official institution for registration of special Renminbi-denominated shares ("B Shares") in Shenzhen Municipality. In accordance with the actual circumstances of B Share activity, Registrars Co. may appoint a bank which fulfills the condition set forth in Article 20, Chapter 5 of the Detailed Implementing Rules (the "Registration Bank") as its agent for B Share registration.


CHAPTER 2. FORM OF REGISTRATION


Article 3. B Shares shall be traded or delivered without scrip. Registration and transfer of B Shares shall be accomplished by means of a computer bookkeeping system. Following completion of registration or transfer of B Shares, the Registration Bank must issue a statement of account, to serve as evidence of the shareholder's holdings.


Article 4. A statement of account issued by the Registration Bank shall contain the following minimum particulars:


Share account number, name, name of shares, previous share balance, number of shares purchased or sold on the present occasion, present share balance, date of registration, bank seal, etc.


Article 5. Statements of account may not be circulated or charged.


Article 6. The information registered by the Registration Bank on holders of B Shares must be registered to the beneficial shareholders that are represented by authorized securities brokers ("Authorized Brokers"), or by banks providing B Share custody service ("Custodian Banks"), inside or outside the People's Republic of China.


Article 7. Registrars Co. shall under no circumstances issue scrip to B Share investors.


CHAPTER 3. SHAREHOLDER INFORMATION


Article 8. Authorized Brokers and Custodian Banks may open direct accounts with the Registration Bank. All B Share investors shall open subsidiary accounts with the Registration Bank through Authorized Brokers or Custodian Banks.


The term "direct accounts" refers to share accounts that are opened by Authorized Brokers or Custodian Banks with the Registration Bank and are used to reflect the total shares being kept by such Brokers or Banks on behalf of their clients.


The term "subsidiary accounts" refers to branch accounts that are opened by B Share investors under the direct accounts of Authorized Brokers or Custodian Banks and are used to reflect the shareholdings of such investors.


Article 9. When carrying out account-opening procedures, an investor shall provide the Authorized Broker or Custodian Bank with such detailed information as its name, amount of shareholdings, identification document number (or commercial registration certificate number), nationality (or place of registration), correspondence address, contact telephone number, etc. The Authorized Broker or Custodian Bank must transmit such account-opening information promptly to the Registration Bank.


Article 10. Investors' account-opening information shall be in Chinese or English. When the identification document an investor uses to open an account gives a name in Chinese, such investor's account-opening information shall be in Chinese. When the identification document an investor uses to open an account gives a name in a language other than Chinese, such investor's account-opening information shall be translated into Chinese or English.


Article 11. The Registration Bank must establish share accounts for investors and accurately provide Registrars Co. with detailed registration information on investors, and must strictly maintain the confidentiality of such investors' information in accordance with Article 23, Chapter 5 of the Detailed Implementing Rules.


CHAPTER 4. PROCEDURES FOR REGISTRATION OF TRANSFER


Article 12. Procedures for registration at issue:


(1) within 15 days following the close of an issue of B Shares, the issuing company must submit the confirmed register information on shareholders to Registrars Co. The contents of such register shall conform to the provisions of Article 9, Chapter 3 hereof; ?2) after checking the register information on shareholders for errors, Registrars Co. shall carry out registration in accordance with the requirements of these Rules and the relevant regulations;


(3) within five days following receipt of the register information on shareholders submitted by the issuing company, Registrars Co. shall provide the same to the Registration Bank.


Article 13. Procedures for registration of transfer:


(1) following the conclusion of a B Share transaction on the Shenzhen Securities Exchange, an Authorized Broker shall, by noon on T+1, report the investors' share account numbers, names, name of shares, share numbers and number of shares sold and purchased to the Registration Bank. In the cases of a new investor on the market, the Broker shall also report such information as the investor's nationality (or place of registration), identification document number (or commercial registration certificate number), correspondence address, contact telephone number, etc.;


(2) after checking the information reported by the Authorized Brokers against the investors' account information and finding the same to be accurate, the Registration Bank shall complete registration of transfer by T+3;


(3) the Registration Bank shall, by 11 a.m. on T+4, report the complete shareholders' register information to Registrars Co.


Article 14. When inheritance, bestowal, etc. causes a change in share ownership and necessitates transfer, the Registration Bank must rely on the relevant legal documents and submit (photocopies of) such legal documents to Registrars Co. for reference.


Article 15. The Registration Bank shall report register information to Registrars Co. according to the requirements set forth below:


(1) in the case of investors who have already opened an account with the Registration Bank, their share account number, name, name of shares, share numbers and number of shares purchased or sold shall be reported;


(2) in the case of investors who are opening an account for the first time with the Registration Bank, their share account number, name, names of shares, share numbers, number of shares purchased, nationality (or place of registration), identification document number (or commercial registration certificate number), correspondence address and contact telephone number shall be reported.


Article 16. The Registration Bank must preserve all documentation and records of B Share registration for at least seven years.


CHAPTER 5. CHECKING OF ACCOUNTS


Article 17. Registrars Co. and the Registration Bank shall cross-check accounts for all registered Shares, and sign the cross-checked accounts, on a daily basis.


Article 18. Specific measures for the cross-checking of accounts shall be decided separately through consultation.


CHAPTER 6. DISTRIBUTION OF BONUSES AND PAYMENT OF DIVIDENDS


Article 19. Any company that has B Shares listed in Shenzhen Municipality shall publish an announcement of bonus distribution or dividend payment in a designated newspaper or periodical 15 days before the event. Registrars Co. shall, within 48 hours following the appearance of such announcement, notify the Registration Bank thereof. The Registration Bank shall, within 48 hours following receipt of such notice, notify Authorized Brokers and Custodian Banks outside the People's Republic of China of the contents of the announcement.


Article 20. The Shareholders' registers provided by the Registration Bank and confirmed by Registrars Co. for the record date shall serve as the basis for making calculations in respect of rights issues, distribution of bonuses and payment of dividends.


Article 21. Rights issues, bonus shares and dividends (after taxes) shall be distributed to shareholders by the Registration Bank in accordance with the shareholders' registers confirmed by Registrars Co., either directly or through Authorized Brokers or Custodian Banks.


CHAPTER 7. FEES


Article 22. Transfer registration fees for B Shares shall be collected from the purchaser at the rate of 0.3 percent of the total face value of the shares being transferred.


Article 23. Transfer registration fees shall be calculated in Renminbi and paid in Hong Kong Dollars. The closing price for Hong Kong Dollars for the preceding business day of the Shenzhen Foreign Exchange Adjustment Center shall be used for conversion.


Article 24. Transfer registration fees shall be collected by the Registration Bank on behalf of Registrars Co. at the time of clearance and transfer.


CHAPTER 8. SUPPLEMENTARY PROVISIONS


Article 25. B Shares may be charged. Registration of charges shall be handled by the Registration Bank.


Article 26. These Rules, and any amendments hereto, shall become effective following their approval by the Shenzhen Special Economic Zone branch of the People's Bank of China.


Article 27. Shenzhen Securities Registrars Co., Ltd. shall be responsible for the interpretation of these Rules.


Article 28. These Rules are promulgated in Chinese. If ambiguities arise in their interpretation due to translation into other languages, the Chinese version shall prevail.