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