Re: Q&A in connection with “In case of the proportion of the shares issued by a listed company accounted for is increased or decreased by 5%”in the Measures for the Management of Listed Companies Acquisition

《上市公司收购管理办法》第十三条第二款中“占该上市公司已发行股份的比例每增加或者减少5%”是指上市公司总股本的5%或其整数倍，还是指每次股份变动的幅度达到5%？此外该条中的“3日”、“2日”是指自然日还是交易日？（2015年9月18日）

 Does “In case of the proportion of the shares issued by a listed company accounted for is increased or decreased by 5%” provided in Article 13.2 of the Measures for the Management of Listed Companies Acquisition mean 5% or its integral multiple of total share capital of a listed company or that the ratio for each change of the shares reaches 5%? In addition, Does“3 days”or“2 days” thereof refer to natural day or trading day? (September 18, 2015)

答复：1.该条“占该上市公司已发行股份的比例每增加或者减少5%”是指通过证券交易所的证券交易，投资者及其一致行动人拥有权益的股份“变动数量”达到上市公司已发行股份的5%时（如从11%降至9%，虽然跨越10%刻度，也不触发相关义务），应当依照相关规定进行公告。在公告后2日内，不得再行买卖该上市公司的股票。

Reply: 1. The provision that “In case of the proportion of the shares issued by a listed company accounted for increases or decreases by 5%”means through securities transaction of stock exchange, the situation that “variation number” of shares held by an investor and its persons acting in concert account for 5% of shares issued by a listed company (for example, decreasing to 9% from 11%, although 10% scale is crossed, relevant obligations are not subjected to) should be announced as per relevant regulations. The shares of a listed company shall not be purchased and sold within 2 days after public announcement is made.

2.根据《证券法》第八十六条规定，如通过证券交易所的证券交易，投资者及其一致行动人拥有权益的股份降至5%以下时，即使“变动数量”未达到上市公司已发行股份的5%（如从5.5%降至4%），也应当披露权益变动报告书、履行相关限售义务。但上市公司披露的上市公告书中已包含权益变动信息的，可不再单独披露权益变动报告书。对于因增发股份等原因导致持股比例被动降至5%以下后又主动减持股份的，应当披露权益变动报告书、履行相关限售义务。

Subject to Article 86 of the Securities Law of the People’s Republic of china, in case of the securities transaction through stock exchange, when the proportion of shares held by an investor and its persons acting in concert decreases to below 5%, although the “variation number” doesn’t account for 5% of the shares issued by a listed company (for example, decreasing to 4% from 5.5%), the equity change report shall also be disclosed and relevant restriction obligation shall be fulfilled. Where the listing announcement disclosed by a listed company has already included equity change information, the equity change report can be no longer individually disclosed. If the shareholding ratio passively decreases below 5% due to additional issuance of shares and other reasons and then the shares held are initiatively reduced, the equity change report shall be disclosed and relevant restriction obligation shall be fulfilled.

3.该条中“3日”、“2日”是指交易日，不含公告日当天。

“3 days”or“2 days” in Article 13.2 of the Measures for the Management of Listed Companies Acquisition refers to trading day (exclude announcement day).

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