Re: Q&A in connection with the definition of “Persons Acting In Concert” in the behavior of stock selling

投资者在股份减持行为中是否适用一致行动人的定义，是否需合并计算相关股份？（2015年9月18日）

Does an investor apply to the definition of “Persons Acting In Concert” in the behavior of stock selling, or does the relevant stock need to be calculated jointly? (September 18, 2015)

答复：按《证券法》第八十六条规定，投资者持有或者通过协议、其它安排与他人共同持有上市公司的股份达到5%或达到5%后，无论持股比例增加或者减少5%时，均应当履行报告和公告义务。《上市公司收购管理办法》第十二、十三、十四以及八十三条进一步规定，投资者及其一致行动人持有的股份应当合并计算，其增持、减持行为都应当按照规定履行相关信息披露及报告义务。

Reply: Article 86 of the Securities Law of the People’s Republic of China provides that “In case that an investor holds or holds together with any other person 5% or above 5% of the shares which are issued by a listed company by means of agreement or any other arrangement, such investor shall make report and announcement of each 5% increase or decrease in the proportion of the issued shares of the said company he/she holds.”Article 12, 13, 14 and 83 of the Measures for the Management of Listed Companies Acquisition further provide that the shares held by an investor and its persons acting in concert shall be calculated jointly, and they should, according to relevant provisions, fulfill relevant obligations of information disclosure and report in respect of their behaviors of increase, decrease of the proportion of shares held by them.

《上市公司收购管理办法》所称一致行动情形，包括《上市公司收购管理办法》第八十三条第二款所列举的十二条情形，如无相反证据，即互为一致行动人，该种一致行动关系不以相关持股主体是否增持或减持上市公司股份为前提。

The concerted actions as set forth in the Measures for the Management of Listed Companies Acquisition, including the 12 situations stipulated in Article 83 of the Measures for the Management of Listed Companies Acquisition, if there is no contrary proof, shall be persons acting in concert, and whether relevant shareholders increase or decrease the proportion of shares issued by a listed company held by them does not premise such concerted action relationship.

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