Huaxin Cement Co.Ltd(600801) : detailed rules for the implementation of B to h business of Shanghai Stock Exchange of China Securities Depository and Clearing Co., Ltd. Shanghai Branch of China Securities Depository and Clearing Co., Ltd. detailed rules for the implementation of B to h business of Shanghai Stock Exchange of China Securities Depository and Clearing Co., Ltd
Chapter I General Provisions
Article 1 in order to regulate the business of B-share (domestic listed foreign-funded shares) listed companies in Shanghai market converting B-share into H-share (overseas listed foreign-funded shares) by means of introduction and listing on the stock exchange of Hong Kong Limited (Stock Exchange) (hereinafter referred to as b-to-h), in accordance with the securities law, the measures for the administration of securities registration and settlement and other laws, administrative regulations, departmental rules These rules are formulated in accordance with normative documents and relevant business rules of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as China Clearing) and Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange).
Article 2 the detailed rules are applicable to the cross-border transfer registration, depository and holding details maintenance, transaction entrustment and instruction transmission, clearing and settlement, nominal holder service, risk management and other related businesses involved in the business of B to H. Where there is no provision in these rules, it shall be handled with reference to the relevant business rules of China Clearing and Shanghai Stock Exchange.
Article 3 according to the resolution of the general meeting of shareholders, after the listed company is approved by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) to carry out the B-share to H-share business and complete the corresponding information disclosure, it may apply to transfer the B-share held by the investor to the Hong Kong Share registration institution and deposit it in the securities account opened by China Clearing in Hong Kong Central Clearing Co., Ltd. (hereinafter referred to as Hong Kong clearing), Become H shares listed and circulated on the stock exchange.
Article 4 investors use the B-share securities account of Shanghai Stock Exchange to participate in the business related to B to H.
The trading entrustment instructions submitted by investors through domestic securities companies are transmitted to a Hong Kong Securities Company selected by the listed company according to the plan of the general meeting of shareholders through Shanghai Stock Exchange Technology Co., Ltd. (hereinafter referred to as Shanghai Stock Exchange Technology Company). The Hong Kong Securities Company conducts securities trading in the Hong Kong market in accordance with the rules of the stock exchange in accordance with the trading entrustment instructions transmitted by the technology company of the Shanghai Stock Exchange. Investors can only make sales declaration, not purchase declaration. After the transaction is concluded, CSDCC will handle clearing and settlement with Hong Kong Securities Company. To control the risk of default, the company shall pay the margin to the Hong Kong Securities Clearing Company.
Article 5 a listed company shall designate a domestic securities company to open a securities trading account in its own name in a Hong Kong Securities Company selected by the listed company.
Article 6 Shanghai Stock Exchange Technology Co., Ltd. shall, in accordance with the authorization of Shanghai Stock Exchange, provide services such as the transfer of stock trading entrustment instructions and transaction returns between domestic securities companies and corresponding Hong Kong securities companies, as well as the real-time quotation forwarding of relevant shares. Domestic securities companies and Hong Kong securities companies participating in B to h business shall meet the relevant technical standards and requirements of Shanghai stock exchange technology company.
Chapter II cross border transfer registration
Article 7 after the listed company obtains the approval of the CSRC to carry out the business of B to h, it shall apply to the Shanghai stock exchange for the termination of listing of B shares and apply to the China Clearing for the withdrawal of registration of B shares.
Article 8 a listed company shall, in accordance with the requirements of the Hong Kong market, go through the formalities at the Hong Kong share registration authority and complete the registration of relevant shares in the Hong Kong market.
Article 9 if the pledge and freezing business of relevant shares before B to h is still valid after B to h, the original handling entity shall continue to maintain the pledge and freezing data, and the subsequent relevant business shall be handled with reference to the relevant business rules of B-share pledge and freezing in Shanghai market.
Chapter III maintenance of Depository and holding details
Article 10 the H shares held by investors shall be deposited and settled in Hong Kong in the name of China Clearing, and China Clearing shall exercise its rights over the securities issuer through Hong Kong clearing. Hong Kong Central Clearing (agent) Co., Ltd. is listed in the register of shareholders of companies listed on the stock exchange as the ultimate nominal holder.
Article 11 China Clearing shall initially record and maintain the holding details of H shares held by relevant investors according to the investor’s securities accounts, holding data and other information provided by the listed company.
Article 12 the H-share holding record issued by CSDCC is the legal proof that investors enjoy the rights and interests of the securities.
Investors cannot deposit or withdraw paper shares.
Article 13 CSDCC shall handle the change of holding details according to the transaction settlement results and the handling results of non transaction transfer business in accordance with the provisions of these rules.
Article 14 an overseas investor may apply to China Clearing through its securities company designated for domestic transactions or the custody bank designated for settlement to transfer its shares to a securities company or custody bank in Hong Kong. Domestic securities companies or custodian banks shall ensure that the application materials provided by them are true, accurate and complete, and that the relevant shares have not been pledged or frozen. After China Clearing cancels the corresponding domestic securities holding records of foreign investors, it shall complete the share delivery with Hong Kong Securities Company or custodian bank through Hong Kong clearing.
Article 15 the non trading transfer business, pledge registration business and assistance in law enforcement of H shares involved by investors due to inheritance, divorce, loss of legal personality, donation and other circumstances shall be handled in accordance with the relevant business rules of China Clearing B shares.
Chapter IV trading entrustment and order transmission
Article 16 the technology company of Shanghai Stock Exchange shall provide services such as transaction entrustment and instruction transmission during the common trading time of Shanghai Stock Exchange and stock exchange. Before the beginning of the continuous trading period of the stock exchange, the trading entrustment instructions of investors shall be temporarily stored by the Hong Kong Securities Company, and after the beginning of the continuous trading period, the Hong Kong Securities Company shall submit them to the stock exchange.
Article 17 when the stock exchange suspends trading due to wind balls, black rainstorm weather and other reasons, the declaration of H-share trading shall also be suspended.
Article 18 investors shall submit trading entrustment orders through domestic securities companies and transmit them to the Hong Kong Securities Company selected by the listed company through the technology company of Shanghai Stock Exchange. Hong Kong securities companies conduct securities transactions in the Hong Kong market in accordance with the rules of the stock exchange in accordance with the trading entrustment instructions sent by domestic securities companies transmitted by the technology company of the Shanghai Stock Exchange.
Article 19 when accepting trading entrustment from investors, domestic securities companies shall confirm that investors have sufficient securities available and ensure that trading entrustment instructions are true, complete and accurate.
Article 20 a domestic securities company shall take effective measures to properly keep the client’s entrustment, transaction records and other documents and materials to prevent loss, damage, forgery and tampering. The retention period shall not be less than 20 years.
Article 21 a domestic securities company shall keep the information of its clients confidential, unless otherwise provided by laws, administrative regulations, departmental rules and normative documents. Chapter V liquidation and settlement
Article 22 China Clearing shall complete the securities and capital settlement with Hong Kong securities companies abroad, and provide centralized performance guarantee for domestic settlement of sales transactions.
Article 23 the delivery date of H shares shall be the joint delivery date of B shares and H shares in Shanghai stock market.
If Hong Kong clearing makes special settlement arrangements temporarily due to wind balls, black rainstorm weather and other reasons, China Clearing will deal with it according to the situation and notify the domestic settlement participants in time.
Article 24 the domestic settlement currency of H-share transactions is US dollars.
Article 25 Hong Kong securities companies shall exchange foreign exchange in accordance with the exchange treatment plan adopted by the general meeting of shareholders of listed companies, and shall be responsible for converting Hong Kong dollars into US dollars offshore. The Hong Kong Securities Company provides the exchange rate of US dollar to Hong Kong dollar as the exchange rate for the settlement of H-share sales on the trading day (t day).
Article 26 at the end of t day, CSDCC shall conduct capital liquidation according to the detailed H-share transaction data sent by Hong Kong Securities Company through Shanghai Stock Exchange Technology Company and the exchange rate of US dollar to Hong Kong dollar.
Article 27 on the first settlement day of the stock exchange after the T-day, China Clearing and Hong Kong Securities Corporation shall conduct pre alignment through the Hong Kong clearing system.
Article 28 on the second stock exchange settlement day after T-day, China Clearing and Hong Kong Securities Corporation shall complete the settlement of securities and funds in the form of real-time cash against delivery through Hong Kong clearing. If the Hong Kong securities company fails to deliver the funds to CSDCC on time and in full, and the guarantee funds paid by CSDCC are still insufficient, it will constitute a breach of fund delivery of the Hong Kong Securities Company, and CSDCC has the right to collect liquidated damages and advance interest from the Hong Kong Securities Company.
Article 29 China Clearing shall complete the securities and capital settlement with domestic settlement participants at the end of the second common settlement day of Shanghai B-share market and Hong Kong stock exchange stock market after t day according to the liquidation results.
Chapter VI nominal holder services
Article 30 CSDCC provides nominal holder services for investors through domestic settlement participants.
Article 31 the nominal holder services provided by CSDCC include cash dividend distribution, share transfer and voting business. Listed companies will distribute cash dividends in US dollars to H shares held in the name of China Clearing.
Article 32 China Clearing shall notify investors through domestic clearing participants after receiving the information about the corporate behavior of listed companies from Hong Kong clearing.
Article 33 After CSDCC receives relevant rights and interests from HKSCC, it shall distribute the rights and interests according to the shares held by the investors on the equity registration date. Corresponding equity securities are directly distributed to relevant securities accounts. The corresponding equity funds shall be distributed to the settlement reserve account of the settlement participant, and the settlement participant shall distribute them to the investors.
Article 34 When handling the distribution business of equity securities, CSDCC shall conduct business processing on the day of receiving the equity securities or the next day according to the arrival time of equity securities distributed by Hong Kong clearing, and the corresponding equity securities shall be listed and traded on the trading day next to the processing day. Article 35 When handling voting business, China Clearing shall summarize the voting wishes of investors during the reporting period and submit them to Hong Kong clearing. Investors can vote for, against or abstain from voting on the same proposal according to the arrangements of companies listed on the stock exchange, and investors can also choose to vote on site.
Chapter VII risk management
Article 36 investors trading in China shall not sell short. Domestic securities companies shall confirm that investors have sufficient securities available, and Hong Kong securities companies shall control the total amount of all B to H shares held by investors in China to jointly avoid short selling by investors.
In case of short selling by investors due to the failure of front-end inspection and monitoring of positions held by domestic securities companies or Hong Kong securities companies, Hong Kong securities companies shall conduct supplementary purchase and other business processing according to Hong Kong market procedures, and the price difference and penalty interest shall be borne by the responsible party.
Article 37 a Hong Kong Securities Company shall pay guarantee funds to China Clearing in accordance with the contract. CSDCC shall collect guarantee funds at a certain proportion of the average daily sales amount of the previous month, and has the right to increase the proportion of guarantee funds after the settlement default of Hong Kong Securities Company as agreed.
Article 38 a Hong Kong Securities Company shall pay the settlement margin to China Clearing in accordance with the contract. China Clearing shall calculate and adjust quarterly according to the trading volume of Hong Kong Securities Company in the previous quarter.
Article 39 If a Hong Kong Securities Company breaches the settlement, CSDCC has the right to use relevant funds in the following order as agreed to make up for the losses caused to CSDCC by the settlement breach:
(I) settlement margin paid by Hong Kong securities companies.
(II) CSDCC has the right to continue to recover from the domestic headquarters of the Hong Kong Securities Company. Chapter VIII management of settlement participating institutions and settlement banks
Article 40 If a clearing participant violates these rules in the process of handling securities and capital clearing and settlement, China Clearing may take corresponding measures with reference to the relevant provisions on the management of clearing participants.
Article 41 the settlement bank of B to h business shall be the settlement bank that has provided foreign currency settlement services for Chinese settlement. The settlement bank shall make arrangements for daily business processes, technical system docking, foreign exchange declaration, etc., and formulate a perfect risk control system and emergency response plan.
Article 42 Where there are no provisions on the capital settlement business of B to h business of the settlement bank in these rules, it shall be implemented in accordance with the relevant provisions on the administration of the China settlement bank. Chapter IX supplementary provisions
Article 43 Where some or all transactions cannot be carried out normally due to force majeure, accidents, technical failures and other emergencies, the Shanghai Stock Exchange may decide to suspend some or all transactions, notify China Clearing to suspend the corresponding settlement business, make an announcement to the market and report to the CSRC.
Article 44 China Clearing and Shanghai Stock Exchange shall not be liable for the losses caused to the parties concerned due to force majeure, accidents, technical failures and other emergencies, as well as the relevant response measures taken by Shanghai Stock Exchange and China Clearing.
Article 45 If a domestic securities company violates these rules in sending stock entrustment instructions and receiving transaction returns, the Shanghai Stock Exchange may take corresponding regulatory measures against it with reference to the relevant provisions on member management.
Article 46 the meanings of the following terms in these rules are:
H shares refer to the b-to-h shares of listed companies approved by the CSRC. T day refers to the common trading day of B shares of Shanghai Stock Exchange and H shares of Hong Kong stock exchange. Article 47 tax related arrangements shall be implemented in accordance with the provisions of the tax department, and business charges shall be collected in accordance with the relevant provisions of China Clearing and Shanghai stock exchange technology company.
Article 48 the cross-border provision of information involving domestic investors shall comply with the provisions of relevant laws and regulations on the exit of domestic data and the requirements of domestic regulatory authorities. Article 49 these Rules shall be interpreted by China Clearing and Shanghai Stock Exchange.
Article 50 these Rules shall come into force as of December 24, 2021.
