Huaxin Cement Co.Ltd(600801) : China Securities Depository and Clearing Co., Ltd. China Securities Depository and Clearing Co., Ltd. Shanghai branch B to h registration and settlement business guide notice on Issuing the “China Securities Depository and Clearing Co., Ltd. Shanghai branch B to h registration and settlement business guide”
China settlement Huye Zi [2021] No. 135
Market participants:
In order to regulate the business of B to h registration and settlement, according to the detailed rules for the implementation of B to h business of China Securities Depository and Clearing Co., Ltd. Shanghai Stock Exchange, the company has formulated the guide for B to h registration and settlement business of China Securities Depository and Clearing Co., Ltd. Shanghai branch, which is hereby issued. Implemented from December 30, 2021.
It is hereby notified.
Appendix: Guide for registration and settlement business of B to h of China Securities Depository and Clearing Co., Ltd. Shanghai Branch
December 30, 2021 appendix: guidelines for registration and settlement business from B to h of China Securities Depository and Clearing Co., Ltd. Shanghai Branch
December, 2001
China Securities Depository and Clearing Co., Ltd. Shanghai Branch
China Securities Depository & Clearing Corp. Ltd. Shanghai Branch
Revision description
Update date business name revision description
B to h registration and settlement
First release on December 30, 2021
business
catalogue
interpretation…… 1 Chapter 1 Overview Chapter II Business and technical preparation Chapter III Registration and custody Chapter IV corporate behavior Chapter V clearing and settlement Chapter VI risk management Chapter VII submission method of business application 24 Chapter VIII appendix twenty-six
interpretation
B to h business: the related business of B shares (domestic listed foreign shares) listed companies in Shanghai market converting B shares into H shares (overseas listed foreign shares) by means of introduction and listing on the stock exchange of Hong Kong Limited (hereinafter referred to as the stock exchange) (hereinafter referred to as B to h).
CSRC: China Securities Regulatory Commission
China Clearing: China Securities Depository and Clearing Corporation Limited
The company: China Securities Depository and Clearing Co., Ltd. Shanghai Branch
Shanghai Stock Exchange: Shanghai Stock Exchange
Shanghai Stock Exchange Technology Co., Ltd.: Shanghai Stock Exchange Technology Co., Ltd
Stock Exchange: stock exchange of Hong Kong Limited
Hong Kong clearing: Hong Kong Central Clearing Company Limited
Hong Kong Securities Company: a Hong Kong Securities Company selected by a listed company according to the plan of the general meeting of shareholders. 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.
B to h trading day: the common trading day of B shares of Shanghai Stock Exchange and H shares of Shanghai Stock Exchange.
B to h settlement date: the joint settlement date of B shares of Shanghai Stock Exchange and H shares of Hong Kong clearing.
Accurate algorithm: in the account of the actual holder, the fractional shares of less than 1 share generated in the process of share giving / conversion to value-added shares shall be arranged in the order of the number of fractional shares of the investor. If the number of fractional shares is the same, they shall be randomly arranged by the electronic settlement system. According to the order of arrangement, they are registered as one share in turn until the distribution of all “number of shares sent / converted to increase” is completed.
In order to standardize the business related to B to h, this business guide is formulated in accordance with the detailed rules for the implementation of B to h business of China Securities Depository and Clearing Co., Ltd. Shanghai Stock Exchange.
The business and technical preparation, registration and custody, corporate behavior, clearing and settlement, risk management, etc. involved in B to h are applicable to this business guide. If there are no provisions in this business guide, refer to the relevant business guide of the company.
The withdrawal registration of B shares shall be handled in accordance with the relevant rules and business processes of the company on the withdrawal registration of listed companies.
According to the resolution of the general meeting of shareholders, after the listed company is approved by the CSRC to carry out the b-to-h business and complete the corresponding information disclosure, it can apply to transfer the B-shares held by investors to the Hong Kong share registration authority, deposit them in the securities account opened by China Clearing in Hong Kong, and become the H-shares listed and circulated on the stock exchange.
The H shares held by investors shall be deposited and settled in Hong Kong in the name of China Clearing, and the rights to the securities issuer shall be exercised 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.
China Clearing initially records and maintains the holding details of H shares held by relevant investors according to the original B-share securities account, holding data and other information provided by the listed company. The H-share holding record issued by China Clearing is the legal proof that investors enjoy the rights and interests of the securities.
Domestic securities companies provide investors with relevant services such as sending H-share trading entrustment instructions and receiving transaction returns, and handle relevant clearing and settlement matters with the company as domestic settlement participants. Investors trading through domestic securities companies shall handle designated transactions in domestic securities companies, and can only make sales declaration, not purchase declaration. An overseas investor may apply to the company 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.
Investors cannot require to deposit or withdraw paper H shares, unless otherwise stipulated by the CSRC.
Chapter II Business and technical preparation
The prerequisite for B to h business is that the B to h plan of the listed company is deliberated and approved by the general meeting of shareholders; The listed company has obtained the approval of the CSRC, the hearing of the Listing Committee of the stock exchange and the approval of the stock exchange for the listing of B shares in Hong Kong; Complete the registration of cash option and withdrawal of B shares; Announce the relevant business arrangements of B to h to the market.
1、 Business preparation of listed companies
1. The contents of the B to h business plan of Shanghai stock market deliberated by the general meeting of shareholders and the business arrangement announced to the market specify that China Clearing is entrusted as the clearing participant of Hong Kong clearing to custody its B to H shares, and China Clearing maintains the detailed holding records of investors in China, and provides nominal holder services for investors through domestic clearing participants.
2. Apply to the company for B-share withdrawal registration.
3. According to the requirements of the Hong Kong market, go through the formalities in the Hong Kong share registration authority and complete the registration of relevant shares in the Hong Kong market.
4. Select a Hong Kong securities company according to the scheme of the general meeting of shareholders. 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.
2、 Business preparation of Hong Kong Securities Companies
Hong Kong securities companies participating in B to h related businesses must pass the technical tests organized by the company and the Shanghai Stock Exchange. As a clearing participant of Hong Kong clearing, Hong Kong securities company handles the clearing and settlement of H-share sales in accordance with Hong Kong clearing rules, and is responsible for controlling the total amount of all b-to-h shares held by investors in China to avoid short selling.
Hong Kong securities companies shall pay guarantee funds and settlement deposits to the company.
China Clearing signed a business cooperation agreement with Hong Kong Securities Corporation and its domestic headquarters to stipulate the main responsibilities, settlement arrangements, liability for breach of contract, dispute resolution and other matters of the three parties in the B to h business.
Hong Kong securities companies shall exchange foreign exchange in accordance with the exchange processing method 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 of B to H. If the Hong Kong securities company fails to provide the exchange rate to CSDCC before the deadline specified in the agreement, or provides the exchange rate outside the range specified in the agreement to CSDCC before the deadline, the company will conduct dollar clearing according to the exchange rate agreed in the agreement.
3、 Business preparation of domestic securities companies
Domestic securities companies participating in the business related to B to H shares must pass the technical test organized by the company and the Shanghai Stock Exchange.
4、 Other
Through the technical channel provided by the technology company of Shanghai Stock Exchange, the company receives the H-share sales transaction data forwarded by it, receives the exchange rate data of b-to-h business, and completes the transmission of settlement data at home and abroad.
China Clearing opens a securities account in Hong Kong clearing for the custody of H shares held by investors and the settlement of securities with Hong Kong securities companies.
The company applies to the Hong Kong Branch of Shanghai B-share settlement bank for opening US dollar and Hong Kong dollar capital accounts to handle the capital transfer of b-to-h business through the bank.
Chapter III Registration and custody
The H shares held by investors shall be deposited and settled in Hong Kong in the name of China Clearing, and the rights to the securities issuer shall be exercised through Hong Kong clearing. China Clearing shall handle the change of holding details according to the transaction settlement results and the non transaction transfer business results specified in these guidelines.
1、 Withdrawal of B shares from registration
The business processes related to the withdrawal of B shares from registration and the precautions for the refund of unpaid dividends shall be handled in accordance with the relevant provisions of “Stock Withdrawal registration” in the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
If the pledge and freezing of relevant shares before B is transferred to h are still valid after B is transferred to H: the original B-share judicial freezing assisted by the settlement participant shall continue to maintain the H-share freezing data after B is transferred to h; For the judicial freezing and pledge registration of B shares originally handled by the company, the company shall continue to maintain the account freezing data.
After the withdrawal of B shares from registration and before the initial maintenance of H shares holding details, the listed company shall be responsible for handling the non trading transfer and pledge registration of relevant shares and assisting in law enforcement. In case of any new transfer, pledge, freezing or de pledge or de freezing business during this period, when the listed company makes the initial maintenance declaration of H-share holding details to the company, it shall make a special explanation and report according to the latest securities registration.
2、 Initial registration of H shares
(I) share registration and depository in Hong Kong market
Where H shares are listed and traded in the Hong Kong market, the registration and depository procedures shall be completed in accordance with the rules of the Hong Kong market. The H-share issuer shall apply to the stock exchange for listing and circulation of relevant shares in accordance with the provisions of the Hong Kong market, make an announcement to the market after obtaining the approval of the stock exchange, and register with the Hong Kong share registration authority in the name of China Clearing. After the H-share issuer notifies the company in writing of the registration results, the company entrusts the Hong Kong share registration authority to handle the share name transfer registration and depository procedures in accordance with the provisions of the Hong Kong market.
After the relevant procedures are completed, the H shares held by the investor shall be deposited and settled in Hong Kong in the name of China Clearing, and the rights to the securities issuer shall be exercised 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.
(II) initial maintenance of domestic holding details of H shares
The initial maintenance of domestic H-share holding details adopts the issuer declaration system. The company handles the initial maintenance of domestic holding details according to the application materials provided by the H-share issuer. The issuer shall ensure that the application materials submitted by it are true, accurate, complete and legal, and bear all legal liabilities arising therefrom.
After the H-share issuer completes the share registration in the Hong Kong market and confirms the identity information and shareholding information of the investor, it shall apply to the company for the initial maintenance of the holding details no later than 5 trading days from B to h before the H-share listing date. The account in the holding details shall continue to use the original B-share securities account of the investor. The initial maintenance materials of domestic holding details submitted by the H-share issuer include:
1. A copy of the CSRC’s document on Approving the issuer’s B to h business;
2. Letter of commitment on B to h business;
3. Application for initial maintenance of domestic holding details of B to h;
4. Detailed data of domestic H-share holding (including securities code, B-share securities account, holding quantity, etc.);
5. A copy of the business license of the H-share issuer;
6. Power of attorney for designated contact of B to h business and copies of valid identity documents of the operator;
7. Other documents required by the company.
The seal of the issuer shall be affixed to the above-mentioned materials.
The issuer of H shares shall perform the obligation of information disclosure before the listing date of shares, and inform investors of the domestic virtual code of H shares allocated by the Shanghai Stock Exchange, the listing date of Hong Kong market and other information. The domestic virtual code is used for the submission of trading instructions, transaction settlement processing and declaration of corporate behavior of H shares in China.
After determining the listing date of shares and completing the corresponding information disclosure, the H-share listed company shall submit relevant announcements to the company on the listing announcement day to inform the company of the listing date of shares and other information. 3、 Cross border custody transfer
The cross-border custody transfer business provided by the company refers to the business in which foreign investors apply for transferring the corresponding shares to overseas securities companies or custodian banks.
1. Declaration and cancellation of cross-border custody transfer
The investor submits the application for cross-border re custody of H shares to the securities company designated for trading or the custody bank designated for settlement. After the securities company or the custody bank confirms that there is no error, According to the investor’s application, fill in the application form for cross-border custody transfer of H shares and the detailed data file of cross-border custody transfer (the detailed data file is in Excel format, and the filling instructions of the application form and detailed data file are detailed in the company’s B to H transfer)
