System), clarify the requirements for acceptance of the business
and the handling procedures, and enhance the transparency of the work, this guideline is formulated in accordance with the relevant provisions of the "Rules for Agreement Transfer of Specific Matters of Shares of Listed Companies of the National Small and Medium-sized Enterprises Share Transfer
Rules) and other relevant regulations, the Guidelines are formulated.
I. Business Process
(1) Before an applicant submits an application for agreement transfer of specific matters to the National Small and Medium-sized Enterprises Stock Transfer System Limited Liability Company (hereinafter referred to as Nationwide Stock Transfer Company), the applicant shall
apply to China Securities Depository and Clearing Corporation (hereinafter referred to as China Securities Depository and Clearing) to apply for the securities searching (hereinafter referred to as China Securities Depository & Clearing Corporation (hereinafter referred to as "CSD") for securities enquiry business to enquire about the holding status of the shares to be transferred and to confirm that the shares to be transferred are not subject to any restriction on transfer such as restriction on sale or judicial freezing. The relevant provisions of the securities inquiry service can be found on the official website of China Securities Clearing Corporation (CSCC).
(2) The applicant submits on-site the Application Form for Confirmation of Agreement on Transfer of Specific Matters of Shares of a Company Listed on the National Stock Transfer System
to the National Stock Transfer
Secretary of the Stock Exchange
on the basis of the requirements of the Rules and the Guidelines, the agreement on the transfer of shares, the identity of both parties to the transfer or the agents of both parties to the transfer
1
proof of the transfer, the documents proving the shareholding, and other application documents.
Except for special circumstances such as administrative approval or filing required by law, the applicant shall submit the application for transfer within 6 months from the date of signing of the agreement.
(3) If the applicant meets the circumstances applicable to the transfer of agreement on specific matters and the application documents are basically complete, the National Stock Transfer Company will accept the application for confirmation of the transfer.
(4) The National Stock Transfer Company shall conduct a formal review of the application documents, and issue a confirmation opinion within 3 trading days from the date of acceptance of the application (if additional documents are required from the relevant parties, the confirmation opinion shall be issued within 3 trading days from the date of the completion of the application documents) for applications that meet the conditions of the application, and issue a notification of the transfer fee to the applicant.
This notification shall be issued within 3 trading days from the date of the acceptance of the application.
(e) After the applicant has completed the payment of the fee, the applicant shall receive the confirmation letter of the transfer of the Specified Matters Agreement, and the applicant shall go to China Securities Clearing with the confirmation letter for the registration of the transfer.
II. Requirements for Application Documents
The applicant shall submit the following documents and shall be responsible for the authenticity
accuracy, completeness and legality of the application documents submitted:
(i) Application Form for Confirmation of Agreement Transfer of Specific Matters of Shares of Listed Companies in the National Stock Transfer System
Application Form (Attachment 1);
(ii) original Share The original copy of the share transfer agreement;
The share transfer agreement shall specify the basic elements such as the transferring parties, the subject matter of the transfer, and the number of shares to be transferred
and the transfer price.
Where the two parties to the share transfer are involved in products
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established in the form of a partnership, company or other organizational form, the share transfer agreement shall be signed by the partnership, company itself, and where the administrator does not
act as a managing partner or legal representative therein, the administrator shall issue a statement of agreement
with the transfer or in the share transfer In the case of other products, the manager shall sign the share transfer agreement and specify in the share transfer agreement that the shares to be transferred are held by the product, and in the case of the directed asset
product management plan of a securities company established before the issuance of the Measures for the Management of Private Asset Management by Securities and Futures Operators, the share transfer agreement may be signed by the principal. sign a share transfer agreement by the principal.
Where one or both of the parties to the share transfer involves a foreign legal person or a foreign natural person, or involves a domestic natural person and the domestic natural person entrusts another person to submit the application, the share transfer agreement
needs to be notarized.
(3) Documentary proof of the transferor's shareholding issued by China Securities Clearing;
the documentary proof of holding shall be stamped with the business seal of China Securities Clearing, and the date of inquiry shall not be more than 5 trading days from the date of submission of the application for transfer
.
(d) valid identification documents and copies of both parties to the transfer (see
Attachment 2 for specific requirements);
(e) if the applicant is collectively owned, the documents issued by the applicant's authority in connection with the
transfer;
(f) in the case of transfer of shares belonging to the husband and wife's ****same property by natural persons, notarized
consent of the spouse to the transfer.
Spouse's statement of consent to the transfer (Attachment 5);
(vii) If the conditions for a general offer and takeover of the listed company have not been triggered, the board of directors of the listed company, the law firm, and the sponsoring brokerage firm responsible for the continuous supervision of the listed company, either
intends to issue a letter of support from the board of directors, the law firm, or the sponsoring brokerage firm responsible for the continuous supervision of the listed company, to the effect that the transfer has not triggered the conditions for a general offer and takeover as set out in the articles of association of the listed company.
Opinion letter issued by any one of the sponsoring brokers responsible for the continuous supervision of the listed company in respect of the transfer not triggering the conditions for a general tender offer in the articles of association of the listed company (Attachment 6); if the conditions for a general tender offer of the listed company are triggered but the circumstances of the exemption from the tender offer are met,
references to be made in respect of the transfer may be waived. If the shares are to be transferred
transferred, the board of directors of the listed company shall issue a document certifying that the transfer does not violate the restriction on sale and the relevant provisions of the articles of association of the company
and that it does not violate the relevant agreements on the transfer of the shares (Attachment
7);
(ix) For the transfer of shares that are subject to administrative approval and filing in accordance with the law, the approval and filing documents of the relevant authorities
or documents certifying compliance with relevant administrative requirements or supporting documents in compliance with the relevant management requirements,
including:
1. approval or filing documents of the State-owned Assets Supervision and Administration Agency (SASAA), or supporting documents in compliance with the relevant management requirements of the SASAA, which must be obtained due to the involvement of state-owned entities;
2. listed public companies in specific industries, such as banking, securities, insurance, etc., which have to obtain approval or filing documents for the transfer of shares.
2. Approval documents of the competent industry authorities or relevant institutions that must be obtained in accordance with the provisions on shareholder qualifications or shareholding ratio restrictions in the relevant industries, as the shares transferred are shares of listed companies in specific industries such as banking, securities, insurance, etc.
3. Approval or filing documents of the competent authorities of the relevant industries in respect of the transfer of shares that must be subject to administrative approvals or filings for the transfer of shares.
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(10) If the following circumstances belong to Article 4 of the Rules which can be applied for the business of transfer of agreements on specific matters
, the following shall be provided:
1. In the case of the circumstances belonging to item (2), the legal opinion issued by the law firm as to whether the two parties to the transfer are
in an actual controlling relationship or are under the control of the same controlling person.
The parties to the transfer of the existence of foreign institutions, shall be established by law overseas law firm
to check the foreign institutions and issue a legal opinion, the law firm shall issue a legal opinion
the legal opinion issued by the law firm shall be cited in the legal opinion issued by the foreign law firm.
2. In the case of item (d), (1) legal documents such as share subscription agreements or other agreements containing special clauses; (2) documents issued by intermediary institutions certifying the fulfillment of the performance commitments, such as audit opinions issued by accounting firms, legal opinions issued by law firms, and appraisal reports issued by appraisal institutions.
(3) Verification opinions issued by the organizing broker.
In the event that special terms such as performance commitments and compensation are changed for any reason, an explanation of the content of the change, the reason for the change and the necessity of the change shall be submitted.
3. In the case of (5), the approval documents issued by the administrative authorities for the transfer; in the case of gratuitous transfer of state-owned property rights within the enterprises funded by the state-owned assets supervisory and management organizations, the approval documents of the funded enterprises and the relevant documents copied to the state-owned assets supervisory and management organizations.
4. Belonging to other circumstances other than items (d) and (e) and the resale of marketable treasury shares, resale
sales, if the transfer price is lower than the latest audited
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net assets per share or the closing price of the stock on the date of signing of the agreement, the listing company's continuing supervision
brokerage firms on the pricing method of the transfer, pricing Special opinion issued by the brokerage firm on the reasonableness of the pricing method and pricing basis of the transfer;
(xi) Other documents deemed necessary by the National Stock Transfer Company to be submitted.
The above application documents shall be submitted in original, among which, if the transfer agreement and documents issued by administrative authorities cannot be submitted in original for the retention of the Nationwide Stock Transfer Company, they shall be accompanied by the
original documents and a copy of the applicant's stamped or signed documents.
The above application documents shall be in Chinese. If the materials provided by the applicant are in a foreign language,
the applicant should also provide a Chinese translation that is certified by the embassy or consulate of China in the country or notarized by a notary public in the country, which is in line with the
foreign language. If the materials provided by the applicant are notarized outside the country,
the relevant notarized documents need to be consular certified by the embassy or consulate of China in the country or other
institutions entrusted by the Ministry of Foreign Affairs abroad.
Third, compliance confirmation
The National Stock Transfer Corporation (NSTC) conducts compliance confirmation in response to the following requirements:
(1) The transfer applied for shall comply with the following requirements:
1. The transfer agreement shall take effect in accordance with the law;
2. Both parties to the agreement shall be natural persons, or legal persons or other organizations established and validly surviving in accordance with the law;
3. The transferee shall be a person or a legal entity established in accordance with the law and validly surviving in accordance with the law.
3. The transferee meets the investor suitability requirements of the National Stock Transfer System;
4. The natural persons of the two parties to the agreement are themselves, their legal representatives, persons in charge, or their representatives authorized by the law to submit applications for transferring the shares to the National Stock Transfer Company;
6
5. The proposed shares to be transferred are unlimited shares in circulation, and laws, regulations and sectoral rules
6
7 are in force. p>
Chapters and the business rules of the National Stock Transfer System, etc., except as otherwise provided;
6. The transfer of shares that are subject to administrative examination and approval or filing in accordance with the law has been
acquired the approval or filing documents of the relevant departments or other supporting documents;
7. In cases where the transfer involves the disclosure of information, the person obligated to disclose the information has already submitted a request for transfer of shares in accordance with the relevant provisions of the Administrative Measures for the Acquisition of Unlisted
Public Companies and other relevant regulations;
8. Management Measures for the Acquisition of Non-listed Public Companies" and other relevant regulations to fulfill the information disclosure obligations;
8. If the conditions for a full-scale tender offer of the listed company are triggered and the exemption from the tender offer is not met,
the offer shall have been completed and an announcement of the results of the tender offer shall have been disclosed;
9. The transfer applied for belongs to one of the following cases:
(1) It is related to the takeover and changes in the shareholders' rights of the listed company, and a single transferee is not required to make a transfer to a public company. (1) The transfer of shares related to the acquisition of the listed company and changes in shareholders' rights and interests, and the number of shares to be transferred by a single transferee
party is not less than 5% of the total share capital of the company;
(2) The transfer of shares where the two parties to the transfer are in a de facto control relationship, or both are controlled by the same controlling person;
(3) The transfer of shares related to the strategic investment of foreign investors in the listed company;
(4) The transfer of shares pursuant to the disclosed disclosed through the filing or review of the "Public Transfer Statement
Book", "Report on Stock Issuance", "Report on Major Asset Reorganization", "Report on Acquisition
Book" and other documents with special clauses such as performance commitment and compensation among shareholders, the transfer of shares at a pre-agreed price among specific investors
;
(5) administrative transfer of listed company's shares;
(6) other circumstances determined by the National Stock Transfer Corporation and China Securities Clearing Corporation, including:
7
market makers and shareholders of the listed company to fulfill the agreement on the resale or resale of the marketed treasury shares; the listed
company's application for a public issuance of shares to the State Council's securities regulatory authorities or the stock exchange for public issuance of shares and listing, or the application for a stock listing to the stock exchange during the suspension of trading. During the period of suspension of stock listing by the stock exchange, its contractual
private equity funds, asset management plans, trust plans and other "three types of shareholders" sell their
holdings.
10. In the case of cases falling under Article 4 (1) to (3) of the Rules, or in the case of the "three types of shareholders" in the preceding Article 9, the transfer price shall not be lower than the lower limit of the price range of the shares in the block trade on the date of the signing of the agreement; if the closing price of the shares is not available on the date of the signing of the agreement, the price of the shares shall not be lower than the lower limit of the price range of the shares in the block trade. p>closing price, the transfer
price shall be reasonably determined by reference to the latest issue price, the appraisal
price in the asset appraisal report, or the latest audited net asset per share.
Except as otherwise provided by laws and regulations, departmental rules and business rules of the National Stock Transfer System.
(2) The transfer applied for shall be free of the following circumstances:
1. the shares to be transferred have been pledged and the pledgee has not issued a written consent letter;
2. the shares to be transferred are subject to pending litigation, arbitration, other disputes
or judicial freezing and other restricted rights;
3. the parties to the transfer, or either party to the transfer, are in a state of restricted trading in securities accounts;
4. the transferring party or parties are in a state of restricted trading in securities accounts;
5. the transferring party or parties are in a state of restricted trading in securities accounts. The transfer may result in the circumvention of the provisions relating to the restriction on the sale of shares, or the existence of
other circumstances that violate laws, regulations, departmental rules or the business rules of the National Stock Transfer System;
8
5. Violation of the public
open commitments made by the parties to the transfer of the shares on the increase and reduction of shareholdings, and restriction on the sale of shares;
6
7
8
8
9
9
10
6. If the interval between the date of signing the agreement and the date of submitting the application is more than 6 months, and there is no administrative approval, etc.;
For the application materials that need to be supplemented or corrected, Nationwide will issue feedback
and the applicant should submit the relevant materials in a timely manner in accordance with the feedback. If the applicant fails to submit additional relevant materials within 3 months from the date of receipt of the
feedback, Nationwide will terminate
the examination and approval of the application for transfer and notify the applicant in writing.
For those that meet the relevant requirements, the Nationwide Stock Transfer Company issues a confirmation opinion and issues a notification of the transfer agent fee charge to the
applicant.
Fourth, Payment of Fees
The applicant shall pay the transfer handling fee in a timely manner after the issuance of the notification of transfer handling fee by the National Stock Transfer Company, and shall provide the VAT taxpayer information to the Company (Attachment
8).
The payment account information is as follows:
Account name: National Small and Medium Enterprises Stock Transfer System Co.
Account bank: Beijing Fuxing Sub-branch of Construction Bank
Account No.: 11001046500053013355
V. Receiving the Confirmation Letter
Applicants will complete payment of the fee and be confirmed by the National Stock Transfer Company to confirm the arrival of the account, receive the confirmation
9
letter.
The validity period of the confirmation letter is 2 months. If the applicant fails to go to China Securities Clearing Company for transfer registration after the expiry of the validity period, he/she shall submit a new application for transfer.
The transferring parties shall handle the transfer registration in one go in accordance with the number of shares transferred as stated in the confirmation letter
. Where more than one transferor or transferee is involved, all of the transferor and transferee
parties shall simultaneously go through the share transfer procedures and complete the transfer registration in one go. If any one of the transferring
parties is subject to self-
legal regulatory measures restricting trading in securities accounts before the completion of the transfer registration, China Securities Clearing will not proceed with the transfer registration procedures.
After the completion of the transfer registration of shares, the National Stock Transfer Company announces the public information on the agreement transfer
of specific matters, including the security code, the abbreviation of the security, the transfer price, the transfer
quantity, and the reason for the transfer.
VI. Other
Receiving time: 8:30-11:30 a.m. and 1:30-5:00 p.m. on each trading day
Receiving department: Transaction Operation Department of the National Stock Exchange Corporation
Contact: 400-626-3333
Business Consultation Email: jiaoyi@neeq.com.cn
This guideline is interpreted by the National Stock Transfer Corporation and is effective as of the date of issuance.
Attachments: 1. Application Form for Confirmation of Agreement on Transfer of Specific Matters of Shares of Companies Listed on the National Stock Transfer System
10
2. Requirements for Identification Documents
3. Template of Certificate of Legal Representative
4. Template of Authorization Letter of Legal Representative
5. Template of Statement of Spouse's Consent to the Transfer
6. Template of Statement of Spouse's Consent to the Transfer
7.
6. Template of explanation of the situation of general tender offer
7. Template of supporting documents of the Board of Directors
8. VAT taxpayer information collection form
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Attachment 1
Application Form for Confirmation of Transfer of Shares of a Listed Company by Specific Matters in the National Stock Transfer System
Application for Transfer of Shares
Circumstances of Application for Share Transfer
Acquisition of a listed company □Changes in shareholders' equity
□Actual control relationship between the transferring parties or both parties are controlled by the same controller
□Transfer of shares involved in strategic investment in a listed company by a foreign investor
□Fulfillment of special terms such as performance commitment and compensation
□Administrative transfer □Other
Application
Transfer of Shares Transfer of
Shares
Circumstances
Security Abbreviation Stock Code
Total Share Capital (10,000 Shares) Transfer Price per Share (Yuan)
Number of Shares to be Transferred (Shares) Total Price of the Transfer (RMB)
Percentage of the Company's Total Share Capital
Closing Price prior to the date of the signing of the Agreement/Lowest Transaction price
/
Status of shares to be transferred □ Unlimited □ All restricted □ Partially restricted (restricted shares)
Applicants
Basic
Conditions
Offerer
Transferred by
Persons (shares
Shares held by
Holding
The Company has a shareholding in the Company of the Company's total share capital of the Company, which is equivalent to the total share capital of the Company. 有
人)
名称
实体性质
□listed company (leaving) directors, supervisors, senior management □foreign principal
□state-owned or state-controlled enterprises □products □others
Registration No./Identity Card No. Securities Account No.
Officer and ID card No. Contact No.
Proportion of direct shareholding before the change
Proportion of direct shareholding after the change
Example
Transferee
Transferee
Person
Name
Nature of entity
□Domestic state-owned or state-controlled enterprise □Overseas entity
□Product □Other
□Products □Other
□State-controlled enterprise □Products □Other
□Products □Other
□Products □Other
Whether it can participate in the public transfer of shares of the listed company □Yes □No
Registration No./ID No. Securities Account No.
Person-in-charge and ID No. Contact No.
Proportion of Direct Shareholding before the Current Change
Percentage of Direct Shareholding after the Current Change
Example
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Applicant
Applicant undertakes
to sign with
Signature
The applicant has been fully aware of, and will strictly abide by, the laws, regulations, departmental rules, and the business rules of the National Stock Transfer System and other relevant provisions, and
undertakes that the application materials for the transfer of shares are true, accurate, complete, and lawful, and acknowledges and undertakes the following Matters:
1. Whether the applicant has fulfilled the information disclosure obligations in accordance with the law in respect of the change of shares □Yes □No
Related Announcement Date:
2. Whether the applicant is in the state of being restricted from trading in the securities account □Yes □No
3. Whether there is any pending litigation, arbitration or other disputes or judicial freezing in respect of the shares to be transferred
Related Matters:
4. judicial freezing
Circumstances in which rights are restricted □Yes □No
4. Whether the shares to be transferred are in violation of laws, regulations, departmental rules, or the business rules of the National Stock Transfer System (NSTS) □Yes □No
5. Whether the transfer of shares is in violation of the public undertakings made by both parties to the transfer □Yes □No
6. Whether the transfer of shares is in violation of the restrictions on sale and the articles of association of the listed company □Yes □No
7. Whether the transfer of shares violates the restriction on sale and the relevant provisions of the articles of association of the listed company □Yes □No
7, whether there are any legal obstacles to the transfer of shares that cannot be eliminated at the time of registration of the transfer of shares □Yes □No
8, whether the shares to be transferred belong to the property of the husband and wife □Yes □No
If they do, whether the spouse has agreed to the transfer of the shares (there is no need to check the checkbox if they do not belong to the spouse)□Yes □No
2. Product applicants fill in the name and registration number should be consistent with the account opening information;
3. Natural persons should be signed by the applicant himself or his authorized representative, shall not be used instead of the name seal; legal persons, other organizations
Organizations should be included in the seal and the signature of the legal representative.
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4. If there is a significant change in the content of the relevant agreement after the transfer application has been accepted by the National Stock Transfer Company, the applicant is required to withdraw the transfer
transfer application, and the application for confirmation of transfer of shares of a listed company in a specific agreement can only be resubmitted to the National Stock Transfer Company one month after the withdrawal.
The application for confirmation of transfer of shares in a specific agreement can only be submitted to the National Stock Transfer Company one month after the withdrawal.
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Attachment 2
Requirements for Identification Documents
I. Domestic Legal Entities
1. Original and copy of business license;
2. Certificate of legal representative;
3. Copy of identification documents of the legal representative;
4. Authorization letter of the legal representative;
5. Letter of authorization of the legal representative.
5. The original and copy of the valid identification document of the operator.
2. Domestic natural persons
1. Original and copy of identity documents;
2. Notarized power of attorney (if entrusted to another person);
3. Original and copy of identity documents of the operator (if entrusted to another person)
.
Third, private investment funds and other products
If the applicant is a private investment fund, the identity documents are as follows:
1. Full-screen printout of the basic information of the manager's registration as publicized by the Fund Industry Association (with the manager's official seal);
2. Printout of the public information of the fund products as publicized by the Fund Industry Association (with the manager's official seal). p>manager's official seal);
3. Original and copy of the manager's business license (with the manager's official seal);
4. Certificate of the manager's legal representative and a copy of the identity document;
5. Authorization letter of the manager's legal representative;
6. Original and copy of the valid identity document of the manager;
Other Various types of asset management plans and other products, identity documents refer to the previous
required to provide.
Private investment funds established in the form of partnerships, corporations and other organizational forms,
should provide identification documents based on the requirements of domestic legal persons, and fund managers and funds based on the foregoing
requirements for filing materials.
Four, overseas legal person
1. The document issued by the competent authority of the host country (region) to prove the qualification of the overseas legal person (if the document does not contain the legal existence of the legal person, it is also necessary to provide a certificate of the legal existence of the legal person);
2. The power of attorney signed by the authorized person (the authorization of the signing of the agreement and the business
3). On the signing of the agreement and business
authorization);
3. Overseas institutions or competent authorities to prove that the authorized person has the right to sign
signing the power of attorney documents;
4. Authorized person's identity documents;
5. The original and copies of the identity documents of the agent
five, Overseas natural persons
1. Original and photocopy of identity documents;
Overseas natural persons' identity documents include: foreign (regional) citizenship
identity cards or passports; foreign (regional) permanent residency of Chinese citizens with permanent residency in China and Chinese passport; Hong Kong and Macao Residents Permit for Proceeding to and from the Mainland or Taiwan
Gulf Mainland Travel Permit for Hong Kong and Macao Residents; Residence Permit for Hong Kong, Macao and Taiwan Residents; Hong Kong permanent
resident identity card and Macao permanent resident identity card.
2. Authorization letter (if entrusted to another person);
3. Original and copy of the identity document of the operator (if entrusted to another person)
.
Overseas subjects of identity documents, power of attorney and the authorized person has the
right to authorize the documents need to meet the following requirements:
Foreign (region) applicants to submit the documents, need to be certified by the embassy or consulate of our country in the country
, or to fulfill the provisions of the relevant articles of the treaty concluded between our country and the country in which the
contract Proof of identity procedures. If the investor's country (region) has no diplomatic relations with China, the documents provided by the investor need to be certified by the diplomatic
institution of the country (region) or its authorized institutions and the embassies and consulates of the countries with which China has diplomatic relations in the country (region), and then go through the process of recognition by the embassies and consulates of our country in the third country
certification.
Documents submitted by applicants in Hong Kong should be notarized by the relevant notary public commissioned by the Ministry of Justice of China and stamped with the special seal for transmitting notarized documents in Hong Kong by China Legal Services (Hong Kong) Limited
Secretariat.
Documents submitted by applicants from the Macao region shall be notarized by the Notary Department of the Macao Government
or a notary commissioned by the Ministry of Justice of China, and stamped with the seal of verification by China Legal Services (Hong Kong) Limited
(Macao).
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Documents submitted by applicants from Taiwan should be notarized by the notary
department of Taiwan and a copy of the notary certificate should be sent by the Straits Exchange Foundation of Taiwan in accordance with the 1993 "Agreement on the Use of Public Certificates on the Straits
across the Taiwan Straits for the Purpose of Checking Certificates". The Taiwan applicant shall also
submit a verification certificate issued by the mainland notary association that receives Taiwan's notarized certificates that the original notarized certificates are in agreement with the copies sent to it by the Taiwan Straits Exchange Foundation.
If the application materials submitted by overseas subjects are in foreign languages, they must also be
translated by a qualified translation agency and notarized in China.
The above documents certified by the embassy or consulate or notarized by a notary public shall be submitted within 6 months from the date of completion of the certification or notarization.
It is hereby certified. The official
seals of the enterprise and the managing partner shall be affixed at the same time. Ltd. on behalf of XXX Company to confirm the transfer of XXX shares held by the Company to XXX at the price of X yuan/
share to XXX.
Term of authorization: from January to January.
XXX Company (seal)
Legal representative (signature):
Year Month
Attachment: Copy of ID card of the authorized person
Note: Partnerships refer to this format to issue the authorization of the executive partner
Trust letter.
I know and agree that XXX will transfer XXX shares of XX Company (Securities
Code: XXXXXXXXX) held in his name to
XXX at a price of X yuan per share.
I hereby declare.
Declarant (signature):
Year Month Day
Attachment: a copy of the declarant's ID card
Note:
1. This statement should be notarized, but the spouse with the original certificate of marriage to the
site submission of materials, except;
2. If the spouse signed the agreement on the transfer of shares together, you may not need to issue this statement. statement;
In which, if the spouse does not come to the site together with the original marriage certificate, the signature of the
spouse in the transfer agreement shall be notarized.
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Attachment 6
Description of the General Tender Offer
(reference format)
1. Articles of Association
A brief statement of the agreement on the General Tender Offer
in the Articles of Association of the Subject Company. If the Articles of Association include the relevant provisions, the triggering conditions
exemption conditions should be listed; if there is no agreement in the Articles of Association, it is sufficient to state that no agreement has been made
.
2. Basic facts of the transfer
Briefly state the basic facts of the transfer, including the parties to the transfer and the number of transfers
, as well as the triggers involved. For example, if the
triggering condition is the percentage of shareholding, the percentage of shareholding of the transferee after the completion of the transfer should be stated.
3. Conclusion
Based on the agreement of the Articles of Association and the basic circumstances of the transfer, clarify whether the transfer triggers a general tender offer; and if it does, clarify whether it complies with the relevant
exemption requirements and make a statement.
XXX (Board of Directors of the listed company, Law Firm, Sponsoring Brokerage Firm, either
one)
(stamped)
Year Month
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Attachment 7
Certificates of Supporting Documents from the Board of Directors of XX Company Limited in relation to the Transfer of XX Shares
(Reference Form)
( Reference Format)
National Small and Medium-sized Enterprises Stock Transfer System Limited Liability Company:
We have confirmed the transfer of XX's shares, and we would like to explain the relevant information as follows:
I. Explanation of Basic Information of the Transfer
In respect of XX, the transferor, who has (or had) the status of Director, Supervisor, or Senior Management Personnel of the listed company XX, the transferor, to introduce his current status
and the basic situation of the transfer.
II. Confirmation of the results of the transfer
Confirmation of whether the transferring party's current transfer is in violation of the relevant
restricted-sale provisions of the Company Law. Briefly state the relevant provisions of the Company's Articles of Incorporation regarding sales restriction and
confirm whether this transfer violates such provisions.
Whether this transfer by the transferor is in violation of its public commitments, or in violation of relevant agreements with the actual controller, board of directors, etc. of the listed company
.
XXXXX Co., Ltd.
Board of Directors
Year Month
22
Attachment 8