Operational Guidelines for Account Conversion
Investors Related to the Stock-for-stock Merger of
Shenzhen Chiwan Petroleum Supply Base Co., Ltd.
by Shenzhen New Nanshan Holding(Group) Co.,
Ltd.
and
Associated Transaction
and
the Listing of A and B-share Securities
May, 2018
Contents
Special notes .............................................................................................................................................. 3
Part I: Business Notice ............................................................................................................................. 4
I. Classification of B-share Investors .............................................................................................. 4
II. Classification of Investors of Operational Guidelines .............................................................. 4
III. Comparison Table of Main Differences between B-shares and A-shares ............................. 5
Part II Operational Guidelines for Investors ......................................................................................... 6
Chapter I Domestic Individual Investor ............................................................................................. 6
Section I Business-related Organizations ....................................................................................... 7
Section II Establish Association Relationship between Subaccount of A-shares and
Subaccount of B-shares .................................................................................................................... 8
Section III Determine the Custody Unit of A-shares of Nanshan Holding .................................. 9
Section IV Transfer Registration Restricted Account ................................................................. 10
Section V Trading Cost .................................................................................................................. 13
Section VI Inquiry Business ........................................................................................................... 14
Section VII Change of Account Information................................................................................ 15
Section VIII General Meeting of Shareholders ............................................................................ 16
Section IX Allotment of Shares ...................................................................................................... 17
Section X Cancellation of Transfer Registration Restricted Account........................................ 18
Section XI Pledge, Freezing and Non-trading Transfer of Account .......................................... 19
Chapter II Foreign Investors for Domestic Transaction ................................................................. 20
Section I Business-related Organizations ..................................................................................... 21
Section II Determine the Custody Unit of A-shares of Nanshan Holding ................................. 22
Section III Transfer Registration Restricted Account................................................................. 23
Section IV Trading Cost ................................................................................................................. 26
Section V Inquiry Business ............................................................................................................ 27
Section VI Change of Account Information ................................................................................. 28
Section VII General Meeting of Shareholders ............................................................................. 29
Section VIII Allotment of Shares................................................................................................... 30
Section IX Cancellation of Transfer Registration Restricted Account ...................................... 31
Section X Pledge, Freezing and Non-trading Transfer of Account ............................................ 32
Chapter III Foreign Investor for Non-domestic Transaction ......................................................... 33
Section I Business-related Organizations ..................................................................................... 34
Section II Determine the Custody Unit of A-shares of Nanshan Holding ................................. 35
1
Section III Transfer Registration Restricted Account................................................................. 36
Section IV Trading Cost ................................................................................................................. 39
Section V Inquiry Business ............................................................................................................ 40
Section VI Change of Account Information ................................................................................. 41
Section VII General Meeting of Shareholders ............................................................................. 42
Section VIII Allotment of Shares................................................................................................... 43
Section IX Cancellation of Transfer Registration Restricted Account ...................................... 44
Section X Pledge, Freezing and Non-trading Transfer of Account ............................................ 45
2
Special notes
The scheme on stock-for-stock merger of Shenzhen Chiwan Petroleum Supply Base Co., Ltd.
by Shenzhen New Nanshan Holding (Group) Co., Ltd. through the listing of A-shares and the
associated transactions has been reviewed and approved by the General Meeting of
Shareholders of Shenzhen New Nanshan Holding (Group) Co., Ltd. and Shenzhen Chiwan
Petroleum Supply Base Co., Ltd. respectively on Aug. 3, 2016 and Aug.4 2016. On Feb. 12,
2018, China Securities Regulatory Commission issued the Official Reply on Approval of
Stock-for-stock Merger of Shenzhen Chiwan Petroleum Supply Base Co., Ltd. by Shenzhen
New Nanshan Holding (Group) Co., Ltd. (Z.J.X.K [2018] No.339).
In order to ensure smooth implementation of this stock-for-stock merger and to guide the
securities companies to complete the operation businesses of account conversion related to the
transfer from the SCPSB B-shares to the A-shares of Nanshan Holding, the Operational
Guidelines has been prepared based on communications and discussions among all related
parties.
Part of basic procedures concerning this account conversion, such as the withdrawal
registration of B-shares and initial registration of A-shares, will be further defined by relevant
regulatory organizations or executive organizations by issuing documents or notices. This
Operational Guidelines just serve as general description and the specific operational procedures
shall be subject to the documents or notices issued by relevant regulatory organizations or
executive organizations.
This Operational Guidelines are prepared in both Chinese and English. In case of any
discrepancy, the Chinese version shall prevail.
3
Part I: Business Notice
As many types of investors are involved in this stock-for-stock merger of SCPSB by Nanshan
Holding and the business operations relating to the account conversion of different investors
vary, in order to guarantee that all types of investors can conduct transactions smoothly after
SCPSB B-shares are converted into A-shares of Nanshan Holding, we hope that investors can
carefully read the following instructions on the type of investors, confirm which one you fall
into and read corresponding part in Part II “Operational Guidelines for Investors” herein to
complete account conversion and subsequent business operations.
I. Classification of B-share Investors
Investor is classified into domestic investor, foreign investor for domestic transaction and
foreign investor for non-domestic transaction in accordance with the identity type of the
investor and declaration ways for future transactions.
Type of Investor Standard of Classification
Domestic individual The domestic individual investor who opens a B-share securities account in
investor domestic securities company and conducts transaction through the transaction
system of domestic securities company.
Foreign investor for The foreign investor who opens a B-share securities account in domestic
domestic transaction securities company and conducts transaction through the transaction system of
domestic securities company.
Foreign investor for The foreign investor who opens an independent B-share securities account in
non-domestic transaction foreign broker and conducts transaction through the foreign broker.
II. Classification of Investors of Operational Guidelines
Account conversion procedures and subsequent operations involved in this stock-for-stock
merger of SCPSB by Nanshan Holding are classified and operated in accordance with the types
of investor shown below. After confirming the type of B-share securities account, investor can
understand his/her own type in accordance with the following standards of classification and
accordingly read corresponding contents of this Guideline to operate this account conversion
business:
Type of Investor Standard of Classification Corresponding Contents of
Operational Guidelines
Domestic individual The domestic individual investor who opens a B-share Part II “Chapter I
investor securities account in domestic securities company and Domestic Individual
conducts transaction through the transaction system of Investor”
domestic securities company
Foreign investor for The foreign investor who opens a B-share securities Part II “Chapter II Foreign
domestic transaction account in domestic securities company and conducts Investor for Domestic
transaction through the transaction system of domestic Transaction”
securities company.
Foreign investor for The foreign investor who opens an independent B-share Part II “Chapter III
non-domestic securities account in foreign broker and conducts Foreign Investor for
transaction transaction through the foreign broker. Non-domestic
Transaction”
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III. Comparison Table of Main Differences between B-shares and A-shares
Contents of Comparison B-shares A-shares
Trading date Monday to Friday, trading suspended Monday to Friday, trading suspended
on Saturday, Sunday and national on Saturday, Sunday and national
holidays holidays
Market order: The quotation is made Market order: The quotation is made
at the market price and the declaration at the market price and the declaration
can only be made during continuous can only be made during continuous
Way of order quotation trading hours trading hours
Limit order: The quotation is made at Limit order: The quotation is made at
a specified price a specified price
9:15 to 9:20: Accept the trade 9:15 to 9:20: Accept the trade
declaration and the cancellation declaration and the cancellation
9:20 to 9:25: Accept the trade 9:20 to 9:25: Accept the trade
The trade declaration is declaration, but do not accept the declaration, but do not accept the
processed by the system of declaration of cancellation declaration of cancellation
exchange before opening
9:25 to 9:30: Accept the trade 9:25 to 9:30: Accept the trade
declaration and the declaration of declaration and the declaration of
cancellation, but do not process it cancellation, but do not process it
Continuous trading hours 9:30 to 11:30 and 13:00 to 14:57 9:30 to 11:30 and 13:00 to 14:57
Stage of closing call 14:57 to 15:00 14:57 to 15:00
auction
Minimum declared 100 shares 100 shares
quantity of buying for
single transaction
Quantity sold less than the Zero share, one-off sale declared Zero share, one-off sale declared
minimum declared
quantity for single
transaction
Minimum fluctuating HKD 0.01 RMB 0.01
price
Limit of price change 10% 10%
Rotary trading day T + 1 day T + 1 day
Settlement system T + 3 day Shares are delivered on the T + 0 day,
while the fund is delivered on the T +
1 day
Margin trading None Yes
The above differences are concluded only by making comparison between the B-shares and
A-shares, which are not applicable to the all the investors after SCPSB B-shares are converted
into A-shares of Nanshan Holding. Different business operations apply to different types of
investors. For details, please refer to corresponding contents in the Part II herein.
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Part II Operational Guidelines for Investors
Chapter I Domestic Individual Investor
In order to guarantee that investors can conduct transactions smoothly after SCPSB B-shares
are converted into A-shares of Nanshan Holding, the domestic individual investors, to which
this Chapter is applicable, shall fully understand and confirm the matters shown below:
1. With respect to the investor who holds the A-shares of Nanshan Holding as the shares are not
sold on the last trading day of SCPSB B-shares and fails to validly declare the cash option, sale
of shares in future will be liquidated by RMB and settled by RMB finally.
2. In the period after the cash option of SCPSB B-shares is declared and completed and before
the A-shares of Nanshan Holding have been listed, CSDC will establish association relationship
between the subaccount of A-shares and subaccount of B-shares under the one password
account instead. For detailed operation definitions and procedures, please refer to relevant
contents specified in “Section II Establish Association Relationship between Subaccount of
A-shares and Subaccount of B-shares” of this Chapter;
3. With respect to the investor who has no A-share securities account under the one password
account or has not confirmed the association relationship despite having an A-share securities
account (hereinafter referred to as “Lack of Corresponding A-share Securities Account”) as at
May 30, 2018, CSDC shall allocate one transfer registration restricted account which only can
make the sell order declaration but can’t make the buy order declaration. Investors shall fully
understand the restrictions on trading;
4. It is required that the investor who is allocated the transfer registration restricted account
shall handle formalities relating to third party custody in the securities company in accordance
with the requirements of the A-shares securities at the time of opening account;
5. Investor shall confirm that he/she is the investor, to which this Chapter is applied, otherwise,
potentially, relevant contents of this Operational Guidelines are not complete applicable;
6. Investors shall fully understand the differences of trading rules and expenses between
B-shares and A-shares;
7. The stock code of trade declaration of A-shares of Nanshan Holding is 002314 and name of
securities is “Nanshan Holding”;
8. Investors shall continuously pay attention to relevant announcements issued by SCPSB and
Nanshan Holding and learn the progress of this stock-for-stock merger;
9. Investors may inquire of the securities company where transactions of B-share securities
account are made about the specific ways of business operation relating to the account
conversion.
6
Section I Business-related Organizations
Full name of organization Abbreviation in this Main relevant matters
Guidelines
Shenzhen New Nanshan Nanshan Holding Information disclosure
Holding(Group) Co., Ltd.
Shenzhen Chiwan Petroleum Supply SCPSB, SCPSB Information disclosure
Base Co., Ltd. B-shares
China Securities Depository and CSDC Confirmation of the association
Clearing Corporation Limited relationship between A-share subaccount
and B-share subaccount under the one
password account and allocation of
transfer registration restricted account
Shenzhen Stock Exchange SZSE Restrictions on buy order declaration of
transfer registration restricted account
Domestic securities companies Domestic securities Handle all business applications of
companies investors and consultation, communication
and notice; assist investors in opening
common A-share securities account,
A-share securities account and assist
investors to complete the handling
formalities of third party custody
meanwhile.
7
Section II Establish Association Relationship between Subaccount of A-shares and
Subaccount of B-shares
After the unified account platform of CSDC goes online, the one password account will be set
up for investor on the basis of the original A-share securities account and B-share securities
account in SSE (Shanghai Stock Exchange) and SZSE which will be used as general account to
record the identity of investor and securities assets, and the original securities account will be
used as subaccount to record the investment transactions by investor, and association
relationship will be established between the one password account and subaccount.
1. With respect to the investor who has A-share securities account and B-share securities
account under the one password account and has confirmed the association relationship,
A-shares of Nanshan Holding will be initially registered in the A-share securities account after
the withdrawal of SCPSB B-shares has been registered.
The investor who has 2 A-share securities accounts or above under the one password account
and has confirmed the association relationship may choose the A-share securities account as the
account that A-shares of Nanshan Holding will be initially registered in the following order:
firstly, choose the A-share securities account consistent with the information declaration broker
and entrusted broker of SCPSB B-shares; secondly, choose the A-share securities account
opened lately as the account that A-shares of Nanshan Holding will be initially registered.
2. It is suggested that the investor who has A-share securities account and B-share securities
account under the one password account, but has not confirmed the association relationship
should handle the formalities relating to the confirmation of association relationship in the
securities company where transactions of B-share securities account are made prior to May 30,
2018.
3. The investor who has B-share securities account under the one password account, but has not
opened A-share securities account may open A-share securities account and confirm the
association relationship prior to May 30, 2018. It is suggested that investors should handle the
opening of A-share securities account in business department of broker where transactions of
B-share securities account are made.
With respect to the investor who has no A-share securities account under the one password
account or has not confirmed the association relationship despite having an A-share securities
account (hereinafter referred to as “Lack of Corresponding A-share Securities Account”) as at
the aforesaid date, Nanshan Holding will apply to the CSDC to allocate one transfer registration
restricted account. Please refer to “Section IV Transfer Registration Restricted Account”.
A-shares of Nanshan Holding will be initially registered in the transfer registration restricted
account after the withdrawal of SCPSB B-shares has been registered.
Please note that the investor firstly needs to check that whether the information on A-share
securities account and B-share securities account is consistent and the A-share securities
account and B-share securities account are under the same one password account and the
association relationship between them has been confirmed with the securities company where
transactions of B-share securities account are made. In case the A-share securities account and
B-share securities account are not under the same one password account or the association
relationship between them has not been confirmed, the investor should contact the securities
company where transactions of B-share securities account are made as early as possible, modify
the account information and handle the formalities relating to the transfer and confirmation of
association relationship.
8
Section III Determine the Custody Unit of A-shares of Nanshan Holding
As SZSE implements the shares custody transfer trading system, one investor may have more
than one custody unit under one securities account. The custody unit of A-shares of Nanshan
Holding will be determined in accordance with the principles shown below after stock
conversion:
1. After asking for the advices of investors, the domestic securities company which serves as
the custody unit of SCPSB B-shares shall declare the custody unit of A-shares for each investor
of SCPSB B-shares before 4 June, 2018, which shall ensure investors can normally trade the
A-shares of Nanshan Holding.
A-shares of Nanshan Holding will be held in custody in the declared custody unit of A-shares
corresponding to the original custody unit of B-shares after SCPSB B-shares are converted into
A-shares of Nanshan Holding. The mistaken declaration information on the custody unit of
A-share, if any, may result in that investors are unable to normally register or sell A-share
obtained after SCPSB B-shares are converted into A-shares of Nanshan Holding, please check
and ensure the information declared to be correct.
Manners to declare custody unit:
Please complete the Declaration Table for the Corresponding Relationship between the Custody
Unit of A-shares and Custody Unit of B-shares (refer to Appendix 1 for details) and send the
following documents to sqc@citics.com;
1) Copy and paste the completed Declaration Table in the body of the message;
2) Print and seal the completed Declaration Table, and send the scanned copy as an
attachment of the message.
At the time of declaration, please completely declare the information on the custody unit of
A-shares corresponding to the custody unit of B-shares. In case the information on the
corresponding relationship would be declared for more than one times, the full declaration
information which is received last by our company will prevail.
2. Where the custody unit of A-shares fails to been declared before the designated deadline,
A-shares will be transferred to the custody unit designated by CITIC Securities, and investor
may contact the CITIC Securities directly to handle custody transfer or make transaction
directly.
If there are any questions, please contact Shennan Avenue Busienss Department of CITIC
Securities Co., Ltd.
Contact information relating to the consultation and business of CITIC Securities:
Contact person: Shennan Avenue Busienss Department of CITIC Securities Co., Ltd.
Address: 19F, Xinian Center, No. 6021, Shennan Avenue, Futian District, Shenzhen
Tel.: 86-0755-83478795(Xiong Fei)
86-0755-83477941(Shao Qicong)
Fax: 86-0755-83459951
Email: sqc@citics.com
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Section IV Transfer Registration Restricted Account
I. Allocation of transfer registration restricted account and third-party depository business
handling
With respect to the domestic individual investor who has no A-share securities account under
the one password account or has not confirmed the association relationship despite having an
A-share securities account (hereinafter referred to as “Lack of Corresponding A-share
Securities Account”), Nanshan Holding will apply to CSDC for allocating one transfer
registration restricted account to the aforesaid free of any charge in accordance with the
information of B-share securities account. As this securities account is restricted, only the sell
order declaration can be made and other purposes are forbidden.
During the course to allocate the transfer registration restricted account, investors need not
carry out any extra operation. After the transfer registration restricted account is allocated, the
securities company will notify investors of relevant matters concerning the allocation of
transfer registration restricted account by network, telephone, text message, announcement in
places of business, etc. Business department of each securities company will assist the investor
in opening the transfer registration restricted account, and investor is required to handle the
third-party depository formalities for the transfer registration restricted account in the business
department of securities account before making subsequent sell order transactions relating to
the transfer registration restricted account.
Investor is required to sign the third-party depository agreement and handle the third-party
depository formalities relating to the fund account in accordance with relevant regulations
concerning third-party depository business of fund account specified by the securities company.
The general handling procedures are that the securities company sends the pre-designated
information relating to the fund account with RMB settlement function to the third-party
depository bank, investor handles third-party depository formalities of fund account in the
business branch of depository bank and then the third-party deposit of investor’s fund account
is achieved. Investor may inquire of the securities company where transactions of B-share
securities account are made about the specific procedures for business handling and required
information.
After the transfer registration restricted account is allocated, investor may inquire of the
securities company which designates the custody unit of A-shares for him/her by inquiry
counter, telephone, online trading system, etc. If there is no custody unit of A-shares designated
for investor, he/she may inquire of CITIC Securities Co., Ltd by inquiry counter, telephone,
online trading system, etc.
II. Way of order
After the listing of A-shares of Nanshan Holding, way of sell order relating to the investor’s
transfer registration restricted account will be declared in the way of order that investor has
applied to the business department of securities company where transactions of transfer
registration restricted account are made to open; where the online trading order has been
opened, investor may login in the online trading system through the account number and
trading password of the transfer registration restricted account, inquire about the remaining
A-shares of Nanshan Holding and fund balance of transfer registration restricted account and
make sell order declaration.
III. Real-time market situation
10
Investor may obtain the real-time market situation and information of and suspension and
resumption of trading relating to the A-shares of Nanshan Holding through the existing market
situation display channel and way of the securities company where transactions of transfer
registration restricted account are made, such as on-site self-service terminal of business
department, online trading client terminal, etc.
IV Main trading rules
Stock code of sell order declaration of A-shares of Nanshan Holding is “002314” and name of
securities is “Nanshan Holding”. The way of sell order declaration is basically same as the
operation of B-shares.
(I) Limit of change
A-shares shall not increase or decrease by 10% from the closing price of last trading day within
trading hours that day.
Limit of change on ST shares and the shares that split share structure reform has not been
finished is 5%.
(II) Rotary trading system
The T + 1 rotary trading system is implemented for the A-shares, namely, the shares brought
that day can be sold in the following day. The investor relating to the transfer registration
restricted account is only allowed to make the sell order declaration, so the rotary trading is not
applicable.
(III) Trading unit
The transfer registration restricted account can only make the sell order and the declared
quantity shall be 100 shares or its integral multiple. One-off sale declaration shall be made for
the remaining shares less than 100 shares.
(IV) Minimum fluctuating price
Minimum fluctuating unit of declared price of A-shares is RMB 0.01.
(V) Trading hours
Monday to Friday (excluding the national holidays and day of suspension of trading stipulated
by exchange);
9:15 to 9:25 of each trading day is the stage of opening call auction, wherein:
9:15 a.m. to 9:20 a.m.: Accept the trade declaration and the cancellation
9:20 a.m. to 9:25 a.m.: Accept the trade declaration, but do not accept the declaration of
cancellation
The order that is not made during the call auction will automatically enter into the continuous
auction;
From 9:30 to 11:30 and from 13:00 to 14:57 of each trading day is the time of continuous
auction;
14:57 to 15:00 is the stage of closing call auction
V. Liquidation and settlement
Same rules are applied in transfer registration restricted account and ordinary A-share securities
account and shares are liquidated and settled on the T + 0 day, which means that the quantity of
shares equal to the quantity of shares sold and concluded that day (T day) by the investor will
be decreased in the securities account that day; the fund is settled on the T + 1 day, which
11
means that the investor can withdraw the fund obtained from the sale of shares that day (T day)
in the following trading day (T + 1 day).
VI. Payment of fund
As the fund account with RMB settlement function has been opened and the third-party
depository formalities have been handled in accordance with the current account opening
requirements relating to the A-share securities account when the transfer registration restricted
account of investors is opened, the investor may transfer and withdraw the fund obtained from
the sale of shares through the third-party depository bank of A-shares on the T + 1 day.
Investor cannot complete the sell order of A-shares of Nanshan Holding through the transfer
registration restricted account until the transfer registration restricted account has been opened
in the securities company where transactions of transfer registration restricted account will be
made and third-party depository formalities have been handled, so the investor needs to handle
relevant business formalities in the business department of securities company as early as
possible.
VII. Capitalizing of common reserves, bonus shares and dividend distribution
The capitalizing of common reserves, registration of bonus shares and dividend distribution
relating to the shares in the transfer registration restricted account shall be handled by reference
to the existing normal A-share account.
VIII. Differentiated dividend tax
Calculation and withholding of differentiated dividend tax are handled in accordance with the
existing business rules.
12
Section V Trading Cost
Trading cost relating to the investor who has established association relationship between the
subaccount of A-shares and subaccount of B-shares and the investor who is allocated the
transfer registration restricted account is same as the current transaction cost of ordinary
A-share securities account.
Name of Trading Cost Rate Ordinary Ordinary Transfer
B-share A-share Registration
Securities Securities Restricted
Account Account Account
Commission for Refer to original √ √ √
domestic account transaction commission
opening securities of A-share or B-share
company
Stamp tax 0.1% (only charge the √ √ √
seller)
Liquidation expense 0.05% (charged based on √
the trading amount)
Handling fee 0.0487‰ of the trading √ √ √
amount(charge the buyer
and seller)
Registration and 0.02‰ of the trading √ √
transfer fee amount(charge the buyer
and seller)
Supervision fee 0.02‰ of the trading √ √ √
amount(charge the buyer
and seller)
13
Section VI Inquiry Business
After SCPSB B-shares are converted into A-shares of Nanshan Holding, the investor who has
established one password association relationship between the subaccount of A-shares and
subaccount of B-shares may inquire about the remaining securities in the account and balance
of fund in the current inquiry way relating to the securities account in the securities company
where transactions of A-share securities account are made; The investor who is allocated the
transfer registration restricted account may make an inquiry in the current inquiry way relating
to the securities account in the securities company where transactions of transfer registration
restricted account are made.
In addition, all investors may obtain all the disclosed information relating to this stock-for-stock
conversion from the website of SZSE (http://www.szse.cn/).
14
Section VII Change of Account Information
The information relating to the transfer registration restricted account is copied from current
information of investor’s B-share securities. The investor whose identity information is
changed is required to contact the securities company promptly, which is required to promptly
handle the information change to the B-share securities account and transfer registration
restricted account to ensure consistency.
15
Section VIII General Meeting of Shareholders
Investors may attend the General Meeting of Shareholders and make the voting on the scene in
person or by proxy. With respect to the investors who intends to be present at the meeting, at
the day of General Meeting of Shareholders, individual investors shall hold stock account card
(the investors allocated the transfer registration restricted account may only hold the original
B-share securities account card), personal ID card or other valid certificates or paper of
identification that can prove the identity); representative of institutional investors shall hold the
stock account card (the investors allocated the transfer registration restricted account may only
hold the original B-share securities account card) and certificate provided by the unit of
shareholder when attending the General Meeting of Shareholders. Agent shall also present the
power of attorney and valid personal ID.
After the custody relationship for the transfer registration restricted account has been
established and third-party depository formalities have been handled, investors may make the
online voting in accordance with the current voting procedures for the ordinary A-share
securities account.
16
Section IX Allotment of Shares
Before foreign residents can subscribe A-shares, or foreign residents sell all A-shares of
Nanshan Holding held by them, Nanshan Holding will take the fact that the part of trading
rights relating to the A-share securities account are restricted with extreme caution and fully
consider fairness of participation right of various investors when handling relevant matters
including allotment of shares.
17
Section X Cancellation of Transfer Registration Restricted Account
When remaining A-shares of Nanshan Holding in the transfer registration restricted account of
an investor is zero, the securities company where transactions of transfer registration restricted
account are made may cancel the transfer registration restricted account.
18
Section XI Pledge, Freezing and Non-trading Transfer of Account
1. Pledge, non-trading transfer business: are handled in accordance with relevant business rules
of CSDC.
2. Judicial business: is implemented with assistance provided by each securities company and
CSDC.
19
Chapter II Foreign Investors for Domestic Transaction
In order to guarantee that investors can conduct transactions smoothly after SCPSB B-shares
are converted into A-shares of Nanshan Holding, the foreign individual investors and foreign
institutional investors for domestic transaction, to which this Chapter is applicable, shall fully
understand and confirm the matters shown below:
1. With respect to the investor who holds the A-shares of Nanshan Holding as the shares are not
sold on the last trading day of SCPSB B-shares and fails to validly declare the cash option, sale
of shares in future will be liquidated by RMB and settled by HKD finally by each securities
company after purchasing foreign exchange through the foreign exchange purchase bank, and
the exchange rate when purchasing foreign exchange uses the selling price of spot exchange of
RMB to HKD on the day when the foreign exchange purchase bank purchasing foreign
exchange;
2. With respect to the foreign individual investors and foreign institutional investors for
domestic transaction, to which this Chapter is applicable, Nanshan Holding shall apply to
CSDC to allocate one transfer registration restricted account which only can makes the sell
order declaration and shall not be used for other purposes. Relevant investors shall fully
understand the restrictions on trading;
3. An investor shall confirm that he/she is the investor, to which this Chapter is applicable,
otherwise, potentially, relevant contents of this Operational Guidelines are not completely
applicable;
4. Investors shall fully understand the differences of trading rules and expenses between
B-shares and A-shares;
5. Stock code of trade declaration of A-shares of Nanshan Holding is 002314 and name of
securities is “Nanshan Holding”;
6. Investors shall continuously pay attention to relevant announcements issued by SCPSB and
Nanshan Holding and learn the progress of this stock-for-stock merger;
7. Investor may inquire of the securities company where transactions of B-share securities
account are made about the specific ways of business operation relating to the account
conversion.
20
Section I Business-related Organizations
Full name of Abbreviation in Main relevant matters
organization this Guidelines
Shenzhen New Nanshan Nanshan Information disclosure
Holding(Group) Co., Holding
Ltd.
Shenzhen Chiwan SCPSB Information disclosure
Petroleum Supply Base SCPSB –B
Co., Ltd.
China Securities CSDC Confirmation of the association relationship between A- share
Depository and Clearing subaccount and B-share subaccount under the one password
Corporation Limited account of investors and allocation of transfer registration
restricted account
Shenzhen Stock SZSE Restrictions on buy order declaration of transfer registration
Exchange restricted account
Domestic securities Domestic Handle all business applications of investors and consultation,
companies securities communication and notice; assist investors in opening the
companies transfer registration restriction account in the trading system
and assist investors to complete the handling formalities of
third party custody meanwhile.
21
Section II Determine the Custody Unit of A-shares of Nanshan Holding
As SZSE implements the shares custody transfer trading system, one investor may have more
than one custody unit under one securities account. Therefore, custody unit of A-shares of
Nanshan Holding will be determined in accordance with the principles shown below after stock
conversion:
1. After asking for the advices of investors, the domestic securities company which serves as
the custody unit of SCPSB B-shares shall declare the custody unit of A-shares for each investor
of SCPSB B-shares before 4 June, 2018, which shall ensure investors can normally trade the
A-shares of Nanshan Holding.
A-shares of Nanshan Holding will be held in custody in the declared custody unit of A-shares
corresponding to the original custody unit of B-shares after SCPSB B-shares are converted into
A-shares of Nanshan Holding. The mistaken declaration information on the custody unit of
A-share, if any, may result in that investors are unable to normally register or sell A-share
obtained after SCPSB B-shares are converted into A-shares of Nanshan Holding, please check
and ensure the information declared to be correct.
Manners to declare custody unit: Please complete the Declaration Table for the Corresponding
Relationship between the Custody Unit of A-shares and Custody Unit of B-shares (refer to
Appendix 1 for details) and send the following documents to sqc@citics.com;
1) Copy and paste the completed Declaration Table in the body of the message;
2) Print and seal the completed Declaration Table, and send the scanned copy as an
attachment of the message.
At the time of declaration, please completely declare the information on the custody unit of
A-shares corresponding to the custody unit of B-shares. In case the information on the
corresponding relationship would be declared for more than one times, the full declaration
information which is received last by our company will prevail.
2. Where the custody unit of A-shares fails to be declared before the designated deadline,
A-shares will be transferred to the custody unit designated by CITIC Securities, and investor
may contact the CITIC Securities directly to handle custody transfer or make transaction
directly.
If there are any questions, please contact Shennan Avenue Business Department of CITIC
Securities Co., Ltd.
Contact information relating to the consultation and business of CITIC Securities:
Contact person: Shennan Avenue Busienss Department of CITIC Securities Co., Ltd.
Address: 19F, Xinian Center, No. 6021, Shennan Avenue, Futian District, Shenzhen
Tel.: 86-0755-83478795(Xiong Fei)
86-0755-83477941(Shao Qicong)
Fax: 86-0755-83459951
Email: sqc@citics.com
22
Section III Transfer Registration Restricted Account
I. Allocation of transfer registration restricted account
With respect to all the foreign investors, to which this Chapter is applicable, Nanshan Holding
will apply to the CSDC to allocate transfer registration restricted account to the aforesaid free
of any charge in accordance with the information of B-share securities account after the cash
option business relating to the SCPSB B-shares has been completed. As this securities account
is restricted, only the sell order declaration can be made and other purposes are forbidden.
The securities company will notify investors of relevant matters concerning the allocation of
transfer registration restricted account by network, telephone, text message, announcement in
places of business, etc. Business department of each securities company will assist the investor
in opening the RMB settlement function for the original B-share fund account before making
subsequent sell order transactions relating to the transfer registration restricted account.
Investors do not have to make additional operations during the process of allocation of transfer
registration restricted account. The securities company where transaction of investors’ B-share
securities account are made will notify investors of relevant matters concerning the allocation
of transfer registration restricted account by network, telephone, text message, announcement in
places of business, etc. prior to the listing of A-shares of Nanshan Holding. Please pay attention
to relevant notices and announcements.
After the transfer registration restricted account is allocated, investor may inquire of the
securities company which designates the custody unit of A-shares for him/her by inquiry
counter, telephone, online trading system, etc. If there is no custody unit of A-shares designated
for investor, he/she may inquire of CITIC Securities Co., Ltd by inquiry counter, telephone,
online trading system, etc.
II. Way of order
After listing of A-shares of Nanshan Holding, way of sell order relating to the investor’s
transfer registration restricted account will be declared in the way of order that investor has
applied to the business department of securities company where transactions of transfer
registration restricted account are made to open; where the online trading order has been
opened, investor may login in the online trading system through the account number and
trading password of newly opened transfer registration restriction account, inquire about the
remaining A-shares of Nanshan Holding and fund balance of transfer registration restricted
account and make sell order declaration.
III. Real-time market situation
Investor may obtain the real-time market situation and information of and suspension and
resumption of trading relating to the A-shares of Nanshan Holding through the existing market
situation display channel and way of the securities company where transactions of transfer
registration restricted account are made, such as on-site self-service terminal of business
department, online trading client terminal, etc.
IV Main trading rules
Stock code of sell order declaration of A-shares of Nanshan Holding is 002314 and name of
securities is “Nanshan Holding”. The way of sell order declaration is basically same as the
operation of B-shares.
(I) Limit of change
A-shares shall not increase or decrease by 10% from the closing price of last trading day within
23
trading hours that day.
Limit of change on ST shares and the shares that split share structure reform has not been
finished is 5%.
(II) Rotary trading system
The T + 1 rotary trading system is implemented for the A-shares, namely, the shares brought
that day can be sold in the following day. The investor relating to the transfer registration
restricted account is only allowed to make the sell order declaration, so the rotary trading is not
applicable.
(III) Trading unit
For A-share bought via bidding mode, the declared quantity shall be 100 shares or its integral
multiple. One-off sale declaration shall be made for the remaining shares less than 100 shares.
(IV) Minimum fluctuating price
Minimum fluctuating unit of declared price of A-shares is RMB 0.01.
(V) Transaction date
Monday to Friday (excluding the national holidays and day of suspension of trading stipulated
by exchange);
9:15 to 9:25 of each trading day is the stage of opening call auction, wherein:
9:15 a.m. to 9:20 a.m.: Accept the trade declaration and the cancellation
9:20 a.m. to 9:25 a.m.: Accept the trade declaration, but do not accept the declaration of
cancellation
The order that is not made during the call auction will automatically enter into the continuous
auction;
From 9:30 to 11:30 and from 13:00 to 14:57 of each trading day is the time of continuous
auction;
14:57 to 15:00 is the stage of closing call auction
V. Liquidation and settlement
Same rules are applied in transfer registration restricted account and ordinary A-share securities
account and shares are liquidated and settled on the T + 0 day, which means that the quantity of
shares equal to the quantity of shares sold and concluded that day (T day) by the investor will
be decreased in the securities account that day; the RMB fund is settled on the T + 1 day, which
means that the investor can withdraw the RMB fund obtained from the sale of shares that day
(T day) in the following trading day (T + 1 day).
With respect to the foreign investors, to which this Chapter is applicable to, the RMB fund
obtained from sale of shares cannot be used, withdrawn and required to be converted into HKD
in accordance with requirements of State Administration of Foreign Exchange, namely, the
securities company converts the RMB fund into HKD and make the settlement. Therefore, the
RMB fund obtained from sale of shares of investor’s transfer registration restricted account will
be settled on the T + 1 day; the HKD fund that can be withdrawn finally will be settled on the T
+ 3 day after foreign exchange purchase bank has purchased foreign exchange, which means
the investor may apply to the securities company to withdraw the HKD obtained from sale of
shares on the T + 3 day. Investor may inquire of the securities company where transactions of
transfer registration account are made about the specific ways of details.
VI. Payment of fund
24
Investor may send withdrawal application to the securities company on and following T + 3 day.
The withdrawal application procedures are same as the current withdrawal procedures of
investor’s B-shares. After withdrawal application procedures pass the internal audit of the
securities company, the securities company transfer the net amount of HKD fund that investor
applies for withdrawal to the investor after deducting charges for remittance.
Before the investor makes the withdrawal application, the interest accrued when HKD fund is
deposited in each domestic securities company and current interest of HKD within the same
period will be settled with the investor and included in the fund account of investor accordingly
on the value date.
VII. Capitalizing of common reserves, bonus shares and dividend distribution
The capitalizing of common reserves, registration of bonus shares and dividend distribution
relating to the shares in the transfer registration restricted account shall be handled by reference
to the existing normal A-share account.
25
Section IV Trading Cost
The foreign investor who opens the transfer registration restricted account is required to pay
commission, stamp tax, etc. same as the current ordinary A-share securities account and the
foreign exchange purchase expenses of RMB to HKD and charges for remittance of HKD.
Currently, the foreign exchange purchase of HKD involves no additional expenses and the
exchange rate when purchasing foreign exchange uses the selling price of spot exchange of
RMB to HKD on the day when the foreign exchange purchase bank purchasing foreign
exchange. Charges for remittance of HKD are subject to the charges of the foreign exchange
purchase bank.
Name of Trading Rate Ordinary Ordinary Transfer
Cost B-share A-share Registration
Securities Securities Restricted
Account Account Account
Commission for Refer to original transaction √ √ √
domestic account commission of A-share or B-share
opening securities
company
Stamp tax 0.1% (only charge the seller) √ √ √
Liquidation 0.05% (charged based on the √
expense trading amount)
Foreign exchange It is handled in accordance with
purchase expense the selling price of spot exchange
of HKD of RMB to HKD when the foreign
exchange bank purchasing of
foreign exchange.
Charges for Charges for remittance of HKD √
remittance of HKD are subject to the charges of the
foreign exchange purchase bank.
Brokerage 0.0487‰ of the trading √ √ √
amount(charge the buyer and
seller)
Registration and 0.02‰ of the trading √ √
transfer fee amount(charge the buyer and
seller)
Supervision fee 0.02‰ of the trading √ √ √
amount(charge the buyer and
seller)
26
Section V Inquiry Business
After SCPSB B-shares are converted into A-shares of Nanshan Holding, the investor may
inquire about the remaining securities in the account and balance of fund in the current inquiry
way relating to the securities account in the securities company where transactions of transfer
registration restricted account are made.
In addition, all investors may obtain all the disclosed information relating to this stock-for-stock
conversion from the website of SZSE (http://www.szse.cn/).
27
Section VI Change of Account Information
The information relating to the transfer registration restricted account is copied from current
information of investor’s B-share securities. The investor whose identity information is
changed is required to contact the securities company promptly, which is required to promptly
handle the information change to the B-share securities account and transfer registration
restricted account to ensure consistency.
28
Section VII General Meeting of Shareholders
Investor may attend the General Meeting of Shareholders and make the voting on the scene in
person or by proxy. With respect to the investor who intends to be present at the meeting, at the
day of General Meeting of Shareholders, individual investor shall hold stock account card (the
investor allocated the transfer registration restricted account may only hold the original B-share
securities account card), personal ID card or other valid certificates or paper of identification
that can prove the identity; representative of institutional investor shall hold the stock account
card of the unit of shareholder (the investor allocated the transfer registration restricted account
may only hold the original B-share securities account card) and certificate provided by the unit
of shareholder when attending the General Meeting of Shareholders. Agent shall also present
the power of attorney and valid personal ID.
After the custody relationship for the transfer registration restricted account has been
established, investor may make the online voting in accordance with the current voting
procedures for the ordinary A-share securities account.
29
Section VIII Allotment of Shares
Before foreign residents can subscribe A-shares, or foreign residents sell all A-shares of
Nanshan Holding held by them, Nanshan Holding will take the fact that the part of trading
rights relating to the A-share securities account are restricted with extreme caution and fully
consider fairness of participation right of various investors when handling relevant matters
including allotment of shares.
30
Section IX Cancellation of Transfer Registration Restricted Account
When remaining A-shares of Nanshan Holding in the transfer registration restricted account of
investor is zero, the securities company where transactions of transfer registration restricted
account are made may cancel the transfer registration restricted account.
31
Section X Pledge, Freezing and Non-trading Transfer of Account
1. Pledge, non-trading transfer business: are handled in accordance with relevant business rules
of CSDC.
2. Judicial business: is implemented with assistance provided by each securities company and
CSDC.
32
Chapter III Foreign Investor for Non-domestic Transaction
In order to guarantee that investors can conduct transactions smoothly after SCPSB B-shares
are converted into A-shares of Nanshan Holding, the foreign individual investors and foreign
institutional investors for non-domestic transaction, to which this Chapter is applicable, shall
fully understand and confirm the matters shown below:
1. With respect to the investor who holds the A-shares of Nanshan Holding as the shares are not
sold on the last trading day of SCPSB B-shares and fails to validly declare the cash option, sale
of shares in future will be liquidated by RMB and settled by HKD finally by the securities
company where transactions of transfer registration restricted account are made after
purchasing foreign exchange through the foreign exchange purchase bank, and the exchange
rate when purchasing foreign exchange uses the selling price of spot exchange of RMB to HKD
on the day when the foreign exchange purchase bank purchasing foreign exchange;
2. With respect to the foreign individual investors and foreign institutional investors for
non-domestic transaction, to which this Chapter is applicable, Nanshan Holding will apply to
CSDC to allocate one transfer registration restricted account which only can makes the sell
order declaration and shall not be used for other purposes, and relevant investors shall fully
understand the restrictions on trading;
3. No transaction and settlement are made temporarily by securities company after CSDC
allocates transfer registration restricted account to the investor. Investor is required to designate
one domestic securities company as that where transactions of transfer registration restricted
account are made and handle formalities for opening fund account in the business department
of this securities company to achieve the normal sale of A-shares of Nanshan Holding from this
transfer registration restricted account. Such investors are proposed to select CITIC Securities
as the securities company where transactions of transfer registration restricted account are made;
After determining the domestic securities company, investor is required to timely submit its
custody unit to CITIC Securities. For the investor who fails to submit its custody unit timely,
his/her shares after conversion will be held in custody in the custody unit designated by CITIC
Securities. And investor may subsequently contact CITIC Securities directly to handle custody
transfer or make transaction directly.
4. Investor shall confirm that he/she is the investor, to which this Chapter is applied, otherwise,
potentially, relevant contents of this Operational Guidelines are not complete applicable;
5. Investors shall fully understand the differences of trading rules between B-shares and
A-shares;
6. Stock code of trade declaration of A-shares of Nanshan Holding is 002314 and name of
securities is “Nanshan Holding”
7. Investors shall continuously pay attention to relevant announcements issued by SCPSB and
Nanshan Holding and learn the progress of this stock-for-stock merger;
8. In accordance with the Guidelines on the Registration and Settlements Service of B-share
Business, the shareholders of SCPSB B-shares may appoint agent to apply to CSDC Shenzhen
Branch (contact person: Ni Hao, hni@chinaclear.cn) for the share adjustment of the agent
account May 30, 2018.
9. Investors may inquire of the securities company where the transfer registration restricted
account is made about the specific ways of business operation relating to the account
conversion.
33
Section I Business-related Organizations
Full name of Abbreviation in Main relevant matters
organization this Guidelines
Shenzhen New Nanshan Nanshan Information disclosure
Holding(Group)Co., Ltd. Holding
Shenzhen Chiwan SCPSB, Confirmation of the association relationship between A- share
Petroleum Supply Base SCPSBB subaccount and B-share subaccount under the one password
Co., Ltd. account of investors and allocation of transfer registration
restricted account
Shenzhen Stock SZSE Restrictions on buy order declaration of transfer registration
Exchange restricted account
CITIC Securities Co., CITIC Provide business consultation and handling service for the
Ltd Securities investor involved in this account conversion.
Domestic securities Domestic Handle all business applications of investors and consultation,
companies securities communication and notice; assist investors in opening
companies common A-shares account the transfer registration restriction
account in the trading system and assist investors to complete
the handling formalities of third party custody meanwhile.
34
Section II Determine the Custody Unit of A-shares of Nanshan Holding
As SZSE implements the shares custody transfer trading system, one investor may have more
than one custody unit under one securities account. Therefore, custody unit of A-shares of
Nanshan Holding will be determined in accordance with the principles shown below after stock
conversion:
1. Investor who would designate its custody unit by himself/herself may contact CITIC
Securities and designate the future custody unit of Nanshan Holding A-shares prior to 4 June,
2018.
Manners to declare custody unit: Please complete the Declaration for the Custody Unit of
B-share Investors for Non-domestic Transaction (refer to Appendix 2 for details) and the
securities company of designated custody unit of A-shares shall send the following documents
to sqc@citics.com;
1) Copy and paste the completed Declaration for the Custody Unit of B-share Investors for
Non-domestic Transaction in the body of the message;
2) Print and seal the completed Declaration for the Custody Unit of B-share Investors for
Non-domestic Transaction, and send the scanned copy as an attachment of the message.
At the time of declaration, please completely declare the information on the custody unit of
A-shares. In case the information would be declared for more than one times, the full
declaration information which is received last by our company will prevail.
2. To offer convenience to investors, our company entrusts CITIC Securities to provide default
custody unit. In case the foreign investor for non-domestic transaction of B-share don’t declare
his/her custody unit to CITICS Securities before June 4, 2018, the A-shares of Nanshan
Holding obtained will be automatically held in custody in the custody unit of Shennan Avenue
Business Department of CITIC Securities Co., Ltd. The aforesaid investor will not carry out
transaction, custody transfer and other operation until he/she handles related formalities such as
opening fund account in Shennan Avenue Business Department of CITIC Securities Co., Ltd.
If there are any questions, please contact Shennan Avenue Business Department of CITIC
Securities Co., Ltd.
Contact information relating to the consultation and business of CITIC Securities:
Contact person: Shennan Avenue Business Department of CITIC Securities Co., Ltd.
Address: 19F, Xinian Center, No. 6021, Shennan Avenue, Futian District, Shenzhen
Tel.: 86-0755-83478795(Xiong Fei)
86-0755-83477941(Shao Qicong)
Fax: 86-0755-83459951
Email: sqc@citics.com
35
Section III Transfer Registration Restricted Account
I. Allocation of transfer registration restricted account
With respect to all the foreign investors, to which this Chapter is applicable, Nanshan Holding
will apply to the CSDC to allocate transfer registration restricted account to the aforesaid free
of any charge in accordance with the information of B-share securities account after the cash
option business relating to the SCPSB B-shares has been completed. As this securities account
is restricted, only the sell order declaration can be made and other purposes are forbidden.
As B-share securities account of investor is not opened in any domestic securities company, the
investor, after knowing relevant matters concerning this account conversion, is required to
designate one domestic securities company as that where future transactions of transfer
registration restricted account will be made (see Section II of this Chapter for details). Investor
is required to handle the formalities for opening fund account in this securities company and
this securities company has opened the fund account of transfer registration restricted account
of investor, then the inquiry and sell order declaration relating to the A-shares of Nanshan
Holding in the transfer registration restricted account can be made.
Investor, after knowing relevant matters concerning this account conversion, is required to
determine one securities company as that where future transactions of transfer registration
restricted account will be made and handle formalities for opening fund account in the business
department of this securities company to achieve the normal sale of A-shares of Nanshan
Holding from this transfer registration restricted account. It is suggested that the aforesaid
investor gives preference to the CITIC Securities as the securities company where future
transactions of transfer registration restricted account will be made.
II. Way of account opening
For detailed procedures relating to the account opening formalities, investor may consult the
CITIC Securities.
Investor cannot make the sell order declaration of A-shares of Nanshan Holding until the
securities company where future transactions of transfer registration restricted account will be
made has been determined and account has opened in this securities company.
Investor may contact CITIC Securities (entrusted by Nanshan Holding) and inquire about the
information relating to the transfer registration restricted account.
Meanwhile, investor may also contact CITIC Securities and consult the business procedures
relating to the account opening, subsequent operations of transfer registration restricted account,
etc. involved in this account conversion, and may complete the handling of aforesaid businesses
in CITIC Securities. Investor, after knowing details of relevant businesses, may also choose
other domestic securities companies and handle relevant businesses. For procedures for
handling businesses, investor may consult the securities company chosen by him/her.
Contact information relating to the consultation and business of CITIC Securities:
Contact person: Shennan Avenue Business Department of CITIC Securities Co., Ltd.
Address: 19F, Xinian Center, No. 6021, Shennan Avenue, Futian District, Shenzhen
Tel.: 86-0755-83478795(Xiong Fei)
86-0755-83477941(Shao Qicong)
Fax: 86-0755-83459951
36
Email: sqc@citics.com
III. Way of order
After the securities account where transactions of transfer registration restricted account are
made has completed account opening procedures for the investor, way of sell order relating to
the investor’s transfer registration restricted account will be declared in various ways of order
that investor has applied to the business department of securities company where transactions
of transfer registration restricted account are made to open; where the online trading order has
been opened, investor may login in the online trading system through the fund account number
and trading password set when opening account, inquire about the remaining A-shares of
Nanshan Holding and fund balance of transfer registration restricted account and make sell
order declaration.
IV. Real-time market situation
Investor may obtain the real-time market situation and information of and suspension and
resumption of trading relating to the A-shares of Nanshan Holding through the existing market
situation display channel and way of the securities company where transactions of future
transfer registration restricted account are made, such as on-site self-service terminal of
business department, online trading client terminal, etc.
V. Main trading rules
Stock code of sell order declaration of A-shares of Nanshan Holding is 002314, name of
securities is “Nanshan Holding” and the way of sell order declaration is basically same as the
operation of B-shares.
(I) Limit of change
A-shares shall not increase or decrease by 10% from the closing price of last trading day within
trading hours that day.
Limit of change on ST shares and the shares that split share structure reform has not been
finished is 5%.
(II) Rotary trading system
The T + 1 rotary trading system is implemented for the A-shares, namely, the shares brought
that day can be sold in the following day. The investor relating to the transfer registration
restricted account is only allowed to make the sell order declaration, so the rotary trading is not
applicable.
(III) Trading unit
For A-share bought via bidding mode, the declared quantity shall be 100 shares or its integral
multiple. One-off sale declaration shall be made for the remaining shares less than 100 shares.
(IV) Minimum fluctuating price
Minimum fluctuating unit of declared price of A-shares is RMB 0.01.
(V) Transaction date
Monday to Friday (excluding the national holidays and day of suspension of trading stipulated
by exchange);
9:15 to 9:25 of each trading day is the stage of opening call auction, wherein:
9:15 a.m. to 9:20 a.m.: Accept the trade declaration and the cancellation
37
9:20 a.m. to 9:25 a.m.: Accept the trade declaration, but do not accept the declaration of
cancellation
The order that is not made during the call auction will automatically enter into the continuous
auction;
From 9:30 to 11:30 and from 13:00 to 14:57 of each trading day is the time of continuous
auction;
14:57 to 15:00 is the stage of closing call auction
VI. Liquidation and settlement
Same rules are applied in transfer registration restricted account and ordinary A-share securities
account and shares are liquidated and settled on the T + 0 day, which means that the quantity of
shares equal to the quantity of shares sold and concluded that day (T day) by the investor will
be decreased in the securities account that day; the RMB fund is settled on the T + 1 day, which
means that the investor can withdraw the RMB fund obtained from the sale of shares that day
(T day) in the following trading day (T + 1 day).
With respect to the foreign investors, to which this Chapter is applicable to, the RMB fund
obtained from sale of shares cannot be used, withdrawn and is required to be converted into
HKD in accordance with requirements of State Administration of Foreign Exchange, namely,
the securities company converts the RMB fund into HKD and make the settlement. Therefore,
the RMB fund obtained from sale of shares of investor’s transfer registration restricted account
will be settled on the T + 1 day; the HKD fund that can be withdrawn finally will be settled on
the T + 3 day after foreign exchange purchase bank has purchased foreign exchange, which
means the investor may apply to the securities company to withdraw the HKD obtained from
sale of shares on the T + 3 day. Investor may inquire of the securities company where
transactions of transfer registration account are made about the specific ways of details.
VII. Payment of fund
After inquiring that balance of HKD in the fund account opened in the securities company
where transactions of transfer registration restricted account are made increases, investor may
send withdrawal application to this securities company; with respect to the details of
withdrawal application procedures, formalities, final way of payment of fund and costs,
investor may inquire of this securities company.
VIII. Capitalizing of common reserves, bonus shares and dividend distribution
The capitalizing of common reserves, registration of bonus shares and dividend distribution
relating to the shares in the transfer registration restricted account shall be handled by reference
to the existing normal A-share account.
38
Section IV Trading Cost
The foreign investor who opens the transfer registration restricted account is required to pay
commission, stamp tax, etc. same as the current ordinary A-share securities account and the
foreign exchange purchase expenses of RMB to HKD and charges for remittance of HKD.
Currently, the foreign exchange purchase of HKD involves no additional expenses and the
exchange rate when purchasing foreign exchange uses the selling price of spot exchange of
RMB to HKD on the day when the foreign exchange purchase bank purchasing foreign
exchange. Charges for remittance of HKD are subject to the charges of the foreign exchange
purchase bank.
Name of Trading Rate Ordinary Ordinary Transfer
Cost B-share A-share Registration
Securities Securities Restricted
Account Account Account
Commission for Refer to original transaction √ √ √
domestic account commission of A-share or B-share
opening securities
company
Stamp tax 0.1% (only charge the seller) √ √ √
Liquidation 0.05% (charged based on the √
expense trading amount)
Foreign exchange It is handled in accordance with the
purchase expense selling price of spot exchange of
of HKD RMB to HKD when the foreign
exchange bank purchasing of
foreign exchange.
Charges for Charges for remittance of HKD are √
remittance of HKD subject to the charges of the foreign
exchange purchase bank.
Handle fee 0.0487‰ of trading √ √ √
amount(charge the buyer and
seller)
Registration and 0.02‰ of the trading √ √
transfer fee amount(charge the buyer and
seller)
Supervision fee 0.02‰ of the trading √ √ √
amount(charge the buyer and
seller)
39
Section V Inquiry Business
After SCPSB B-shares are converted into the A-shares of Nanshan Holding, the investor may
inquire about the remaining securities in the account and balance of fund in the current inquiry
way relating to the securities account in the securities company where transactions of transfer
registration restricted account are made.
In addition, all investors may obtain all the disclosed information relating to this stock-for-stock
conversion from the website of SZSE (http://www.szse.cn/).
40
Section VI Change of Account Information
The information relating to the transfer registration restricted account is copied from current
information of investor’s B-share securities. The investor whose identity information is
changed is required to contact the securities company promptly, which is required to promptly
handle the information change to the B-share securities account and transfer registration
restricted account to ensure consistency.
41
Section VII General Meeting of Shareholders
Investor may attend the General Meeting of Shareholders and make the voting on the scene in
person or by proxy. With respect to the investor who intends to be present at the meeting, at the
day of General Meeting of Shareholders, individual investor shall hold stock account card (the
investor allocated the transfer registration restricted account may only hold the original B-share
securities account card), personal ID card or other valid certificates or paper of identification
that can prove the identity); representative of institutional investor shall hold the stock account
card of the unit of shareholder (the investor allocated the transfer registration restricted account
may only hold the original B-share securities account card) and certificate provided by the unit
of shareholder when attending the General Meeting of Shareholders. Agent shall also present
the power of attorney and valid personal ID.
After having determined the domestic securities company where transactions of transfer
registration account will be made and handled account opening procedures in this securities
company, investor may make the online voting in accordance with the current voting
procedures for the ordinary A-share securities account.
Investor who has not determined the securities company where future transactions of transfer
registration restricted account will be made and handled account opening procedures in this
securities company is required to contact Nanshan Holding and attend the General Meeting of
Shareholders and vote by himself/herself.
Contact information of Nanshan Holding:
Address: No. 1801, Zhuoyue Houhai Center, Haide No. 3 Street, Nanshan District, Shenzhen,
Guangdong Province
Contact person: Shen Qimeng
Tel.: 0755-33372314
Fax: 0755-33300718
42
Section VIII Allotment of Shares
Before foreign residents can subscribe A-shares, or foreign residents sell all A-shares of
Nanshan Holding held by them, A-shares of Nanshan Holding will take the fact that the part of
trading rights relating to the A-share securities account are restricted with extreme caution and
fully consider fairness of participation right of various investors when handling relevant matters
including allotment of shares.
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Section IX Cancellation of Transfer Registration Restricted Account
When remaining A-shares of Nanshan Holding in the transfer registration restricted account of
investor is zero, the securities company where transactions of transfer registration restricted
account are made may cancel the transfer registration restricted account.
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Section X Pledge, Freezing and Non-trading Transfer of Account
1. Pledge, non-trading transfer business: are handled in accordance with relevant business rules
of CSDC.
2. Judicial business: is implemented with assistance provided by each securities company and
CSDC.
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Appendix 1
Declaration Table for the Corresponding Relationship between the Custody Unit of A-shares and the Custody
Unit of B-shares
Serial Code of Name of Share Number of Custody unit of Custody unit of
No. person shareholder account shares held B-shares B-shares
participating of SCPSB number of by No. of Name No. of Name
into shareholder shareholder custody of custody of
settlement of SCPSB of SCPSB unit custody unit custod
unit y unit
1
2
Handler: Contact number:
Full name of person participating into settlement:
(Company’s stamp)
Date:
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Appendix 2:
Declaration for the Custody Unit of B-share Investors of Non-domestic Transaction
I/Our company (ID number/registration number: ,
Security account number of Shenzhen Stock ) is the foreign investor for
non-domestic transaction of SCPSB B-shares. In accordance with the Bulletin for Foreign
B-share Investors for Non-domestic Transaction to Declare Information on Custody Unit, since
I/our company has determined matters of custody with the domestic securities company(name
of securities company: ), I/our company herein declare that all A-shares of
Nanshan Holding obtained by converting the SCPSB B-shares held by me/our company, totally
___ _shares, will be held in custody in (name of securities company),
whose A-share seat No. in Shenzhen Stock Exchange is .
Name of applicant:
Type of identity document of the applicant:
Number of identity document of the applicant:
Signed/stamped by the applicant:
Application date:
Handler of securities company: , Contact number:
Full name of person participating into Securities Company (company’s seal):
Date:
47
(This page is left for signature on Operational Guidelines for Account Conversion Investors
Related to the Stock-for-stock Merger of Shenzhen Chiwan Petroleum Supply Base Co., Ltd. by
Shenzhen New Nanshan Holding(Group)Co., Ltd. and Associated Transaction and the Listing
of A and B-share Securities)
Shenzhen Chiwan Petroleum Supply Base Co., Ltd.
Date:
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