Re: Q&A in connection with calculating the equity owned by persons acting in concert

如何计算一致行动人拥有的权益？（2015年9月18日）

 How to calculate the equity owned by persons acting in concert? (September 18, 2015)

答复：《上市公司收购管理办法》第十二条规定“投资者在一个上市公司中拥有的权益，包括登记在其名下的股份和虽未登记在其名下但该投资者可以实际支配表决权的股份。投资者及其一致行动人在一个上市公司中拥有的权益应当合并计算”，第八十三条进一步规定“一致行动人应当合并计算其所持有的股份。投资者计算其所持有的股份，应当包括登记在其名下的股份，也包括登记在其一致行动人名下的股份”。因而，《上市公司收购管理办法》所称合并计算，是指投资者与其一致行动人能够控制上市公司股份的总数。

Reply: Article 12 of the Measures for the Management of Listed Companies Acquisition provides that “Equity owned by an investor in a listed company includes the shares registered in the name of such investor and voting shares actually controlled by such investor but not registered in the name of it. Equity owned by an investor and its persons acting in concert in a listed company should be calculated jointly.” Article 83 thereof further provides that “Persons acting in concert should jointly calculate the shares they hold. Shares which are held by an investor calculated by it shall include the shares registered in the name of it and the shares registered in the name of its persons acting in concert.” Therefore, joint calculation as set forth in the Measures for the Management of Listed Companies Acquisition refers to the total number of shares of a listed company that an investor and its persons acting in concert are able to control.

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