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Notice of the Shanghai Stock Exchange on Issuing the Implementation Measures of the Shanghai Stock Exchange for Compulsory Delisting Due to Major Violations of Law [Effective]
上海证券交易所关于发布《上海证券交易所上市公司重大违法强制退市实施办法》的通知 [现行有效]
【法宝引证码】

Notice of the Shanghai Stock Exchange on Issuing the Implementation Measures of the Shanghai Stock Exchange for Compulsory Delisting Due to Major Violations of Law 

上海证券交易所关于发布《上海证券交易所上市公司重大违法强制退市实施办法》的通知

(No. 98 [2018] of the Shanghai Stock Exchange) (上证发〔2018〕98号)

All market participants: 各市场参与人:
For purposes of further improving the rules for the delisting of listed companies, in accordance with the the Decision of the China Securities Regulatory Commission to Amend the Several Opinions on Reforming, Improving and Strictly Implementing the Rules for the Delisting of Listed Companies (hereinafter referred to as the “Decision”) and the Stock Listing Rules of the Shanghai Stock Exchange (Revised in November 2018) (hereinafter referred to as the “Stock Listing Rules”), the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) has developed the Implementation Measures of the Shanghai Stock Exchange for Compulsory Delisting Due to Major Violations of Law (hereinafter referred to as the “Implementation Measures,” see the Annex for details), which provide for the implementation standards and procedures for compulsory delisting due to major violations of law. The Implementation Measures, as deliberated and adopted by the board of governors of the SSE and approved by the CSRC, are hereby issued and shall come into force on the date of issuance. 为进一步完善上市公司退市制度,上海证券交易所(以下简称本所)根据中国证监会《关于修改<关于改革完善并严格实施上市公司退市制度的若干意见>的决定》(以下简称《决定》)及《上海证券交易所股票上市规则(2018年11月修订)》(以下简称《股票上市规则》),制定了《上海证券交易所上市公司重大违法强制退市实施办法》(以下简称《实施办法》,详见附件),规定了重大违法强制退市的实施标准和程序。《实施办法》已经本所理事会审议通过并报经中国证监会批准,现予以发布,自发布之日起施行。
For purposes of making transitional arrangements for the application of old and new rules in an effective manner and guaranteeing the smooth implementation of the Implementation Measures and the Stock Listing Rules and the Implementation Measures of the Shanghai Stock Exchange for the Relisting of Delisted Companies (Revised in November 2018) (hereinafter collectively referred to as the “new regulations”) revised this time, the relevant matters are hereby announced as follows: 为做好新老规则适用的衔接安排,保证《实施办法》及本次同步修订的《股票上市规则》《上海证券交易所退市公司重新上市实施办法(2018年11月修订)》(以下统称新规)的顺利施行,现将有关事项通知如下:
I. Before the Decision comes into force, if a listed company has been determined as constituting any major violation of law or has been transferred to the public security organ in accordance with the law, and the delisting decision has been made, the original rules shall apply. After the Decision comes into force, new regulations shall apply to the suspension of listing and delisting of a listed company due to any violation of law against which the relevant administrative organ imposes on an administrative penalty or which is determined in an effective judicial judgment, regardless of the time when the violation of law occurs.   一、《决定》施行前,上市公司已被认定构成重大违法行为或者依法移送公安机关,并被作出终止上市决定的,适用原规则;《决定》施行后,上市公司被有关行政机关行政处罚或者生效司法裁判认定存在违法行为的,无论其违法行为发生时点,上市公司因其该等违法行为的暂停上市、终止上市,均适用新规。
II. Regarding the circumstances of delisting due to major violations of law disclosed in annual reports as prescribed in item (3), Article 4 of the Implementation Measures, the year 2015 shall be taken as the year of calculating the financial indicators of delisting circumstances due to major violations of law in item (3), Article 4 of the Implementation Measures, that is, the company shall be delisted if its financial indicators for consecutive fiscal years have reached the delisting standards from 2015.   二、关于《实施办法》第四条第三项规定的年报信息披露重大违法退市情形,以2015年度作为《实施办法》第四条第三项重大违法退市情形的财务指标起算年度,即追溯后自2015年起连续会计年度财务指标触及终止上市标准的将予以退市。
III. Where a listed company has any major violation of law before the new regulations come into force, but it has completed restructuring and listing and meets all the following conditions, it may file a written application with the SSE for not forcibly delisting its stock due to any major violation of law:   三、上市公司在新规施行前,存在重大违法行为,但已完成重组上市,且符合下列全部条件的,可以向本所书面申请不对其股票实施重大违法强制退市:
(1) Before new regulations come into force, the listed company has legally completed the restructuring and listing in accordance with the provisions of the Measures for the Administration of the Significant Asset Restructurings of Listed Companies, and the major violation of law occurs before this restructuring and listing, and is irrelevant to the restructuring and listing. (一)新规施行前,上市公司已经按照《上市公司重大资产重组管理办法》的规定合法合规完成重组上市,且重大违法事项均发生在该次重组上市之前,也与该重组上市无关;
(2) The incumbent directors, supervisors and senior executives have not received any administrative penalty given by the China Securities Regulatory Commission (CSRC) in the last 36 months and have not been publicly condemned by the stock exchange in the last 12 months. (二)现任董事、监事、高级管理人员最近36个月内未受到过中国证监会的行政处罚,且最近12个月内未受到过证券交易所公开谴责。
Where a listed company files an application for not forcibly delisting its stock due to any major violation of law in accordance with the provisions of this Article, it shall handle in accordance with Article 8 of the Implementation Measures, and at the same time, retain financial consultants and lawyers to conduct inspection and issue inspection opinions. 上市公司按照本条规定提出不对其股票实施重大违法强制退市申请的,应当按照《实施办法》第八条办理,同时聘请财务顾问及律师进行核查并发表核查意见。
The SSE shall, after receiving the aforesaid application of the listed company, conduct examination and make corresponding decisions according to relevant procedures prescribed in the Implementation Measures. 本所收到上市公司上述申请后,按照《实施办法》规定的有关程序进行审核并作出相应决定。
IV. Before the new regulations come into force, if a company of which the stock is delisted by the SSE due to any major violation of law applies for relisting within 36 months after the new regulations come into force, the former rules shall still apply to the relisting matters thereof. 四、新规施行前,已因重大违法被本所决定股票终止上市的公司,在新规施行后36个月内申请重新上市的,其重新上市事宜仍适用原规则。
Annex: Implementation Measures of the Shanghai Stock Exchange for Compulsory Delisting Due to Major Violations of Law 
特此通知。
Shanghai Stock Exchange 附件:上海证券交易所上市公司重大违法强制退市实施办法
November 16, 2018 上海证券交易所
Annex: 二〇一八年十一月十六日
Implementation Measures of the Shanghai Stock Exchange for Compulsory Delisting Due to Major Violations of Law 附件:
 上海证券交易所上市公司重大违法强制退市实施办法
Article 1 For purposes of strictly implementing the rules for compulsory delisting due to major violations of law of listed companies, and maintaining the sound and orderly development of the securities market, these Measures are developed in accordance with the relevant provisions of the Securities Law, the Measures for the Administration of Stock Exchanges, the Decision of the China Securities Regulatory Commission to Amend the Several Opinions on Reforming, Improving and Strictly Implementing the Rules for the Delisting of Listed Companies and the Stock Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”).   第一条 为严格执行上市公司重大违法强制退市制度,维护证券市场健康有序发展,根据《证券法》《证券交易所管理办法》、中国证监会《关于修改<关于改革完善并严格实施上市公司退市制度的若干意见>的决定》和《上海证券交易所股票上市规则》(以下简称《股票上市规则》)的相关规定,制定本办法。
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