Core Points - The article discusses the protocol transfer system for large securities transactions in China, highlighting the regulations set by the Shanghai and Shenzhen Stock Exchanges [2][3][4][6]. Group 1: Protocol Transfer Regulations - The Shanghai Stock Exchange (SSE) allows protocol transfers for A-shares with a minimum of 300,000 shares or 2 million RMB, and for B-shares with a minimum of 500,000 shares or 30,000 USD [3]. - The Shenzhen Stock Exchange (SZSE) has similar requirements for A-shares, with a minimum of 300,000 shares or 2 million RMB, and for B-shares, a minimum of 30,000 shares or 20,000 HKD [6]. - Fund protocol transfers require a minimum of 2 million units or 2 million RMB on both exchanges [3][6]. Group 2: Trading Hours and Pricing - The SSE accepts protocol transfer applications from 9:30 to 11:30 and 13:00 to 15:30, with an additional window from 16:00 to 17:00 for confirmations [4]. - The SZSE operates from 9:15 to 11:30 and 13:00 to 15:30 for protocol transfers, with a specific time from 15:05 to 15:30 for post-closing pricing [8][9]. - The pricing for protocol transfers is determined based on the highest and lowest transaction prices of the day, or the previous closing price if no transactions occur [4].

Core Viewpoint - The number of terminated share transfer agreements in the A-share market has significantly increased since the implementation of new reduction regulations in May 2024, with 30 companies announcing terminations this year, surpassing the total for 2024 [1][2]. Summary by Relevant Sections Termination of Agreements - As of June 6, 2025, 30 listed companies have announced the termination of share transfer agreements, with 17 of these occurring since May 2025, indicating a notable rise in such cases [1][2][3]. - The majority of these agreements were signed after the new reduction regulations were enacted, with many originating in the fourth quarter of the previous year [3]. Factors Influencing Termination - The increase in terminated agreements may be attributed to stricter regulatory scrutiny following the new reduction rules, particularly concerning actual controllers and major shareholders [4][5]. - Market volatility since September 24, 2024, has led to significant fluctuations in stock prices, which can result in disagreements over transfer prices between parties [4]. - Financial constraints faced by buyers, especially smaller private equity funds, can hinder the execution of agreements, leading to terminations [4]. Regulatory Challenges - The lack of transparency regarding the financial status and funding sources of buyers complicates the regulatory review process for share transfers [6]. - Issues such as private agreements and cross-regional regulatory inefficiencies further complicate the oversight of these transactions [6]. Recommendations for Improvement - Experts suggest enhancing the transparency of private equity funds by requiring disclosure of ultimate beneficiaries and implementing ongoing monitoring of agreements post-transfer [7]. - Strengthening penalties for violations of reduction restrictions could deter non-compliance and improve market integrity [7]. Market Implications - The recent increase in terminated agreements may help standardize market practices, reducing insider trading and conflicts of interest, thereby enhancing long-term investment value [8]. - However, this trend could also lead to fluctuations in stock prices as market expectations regarding share transfers shift [8].

自去年5月减持新规落地后，A股市场频繁出现协议转让的案例，但近期多家上市公司公告终止协议转 让。 据证券时报记者不完全统计，截至6月6日，今年以来，已有30家上市公司发布股东终止协议转让公司股份的公 告，超过2024年全年的数量。其中，5月以来，共有17家公司发布终止协议转让公告，上市公司协议转让终止 案例明显增多。 受访人士表示，协议转让终止可能受多方面因素影响，包括协议转让监管趋严、受让人资金不足、价格波动导 致协议双方未能达成一致等。 年内30家公司终止协议转让 6月6日，达刚控股发布公告称，控股股东、实际控制人孙建西与金祥远舵叁号（深圳）投资合伙企业（有限合 伙）就终止协议转让公司部分股份事宜协商达成一致意见。因原协议约定的成交先决条件及价款支付条件未成 就，截至目前，本次股份转让尚未办理过户，且未实际支付股份转让款。由于客观情况发生变化，双方在自愿 平等的基础上友好协商，同意解除已签署的《股份转让协议》及相关补充协议，并于6月5日签署了《股份转让 协议之解除协议》。 据证券时报记者统计，今年5月以来，已有17家上市公司发布终止协议转让公司股份公告，该数量超过了今年 前4个月的合计案例数量。 | 公告 ...

Core Viewpoint - The recent trend shows that multiple listed companies are terminating their share transfer agreements, likely in response to regulatory scrutiny regarding compliance with the new guidelines on share transfers [1] Group 1: Termination of Share Transfer Agreements - Ten listed companies have announced the termination of their share transfer agreements since May 2025, including notable firms such as TianNeng Heavy Industry and Aikelan [1] - The companies that have terminated their agreements include: - Jiafa Education, which planned to transfer 23.17 million shares (5.80% of total shares) to Qianyi Fund [2] - Dailesi New Materials, which intended to transfer 19.5 million shares (5.01% of total shares) to Huazhou No. 1 Fund at a price of 6.46 yuan per share [3] - Yuanwang Valley, which was set to transfer 37 million shares (5.00% of total shares) to Li Peng at a price of 4.89 yuan per share [4] - Shenli Environment, which aimed to transfer 13.31 million shares (5.00% of total shares) to Zhang Yu [5] - Chaojie Co., which planned to transfer 9.44 million shares (7.00% of total shares) to Wang Zhizheng at a price of 28.05 yuan per share [6] - Huilun Crystal, which intended to transfer 14.04 million shares (5.00% of total shares) to Jinyouyuan No. 1 [7] - Aikelan, which was set to transfer 4 million shares (5.00% of total shares) to Nanchuan Private Equity [8][9] - Feirongda, which planned to transfer 29 million shares (5.00% of total shares) to Yunnan International Trust [10] - Yitian Co., which intended to transfer 8.2 million shares (5.85% of total shares) to Zhang Jianfei [11] - TianNeng Heavy Industry, which was set to transfer 61.18 million shares (5.98% of total shares) to Chang'an Trust [12]

Core Viewpoint - The recent increase in terminated share transfer agreements among listed companies highlights a dual nature in the market, where some companies continue to pursue strategic investments while others face regulatory scrutiny and market conditions that hinder transactions [2][5][6]. Group 1: Market Dynamics - In May, 13 listed companies announced the termination of share transfer agreements, a significant increase compared to previous months, which typically saw only three to five cases [5]. - The reasons for termination often include incomplete procedures and market conditions where previously set transfer prices are now below current market values [5][6]. - Despite the rise in terminations, there are still ongoing agreements aimed at introducing strategic investors or changing actual controllers, indicating that the market remains active [7][8]. Group 2: Regulatory Environment - The tightening of regulations following the introduction of new reduction rules has led to increased scrutiny of share transfer agreements, with calls for clearer prohibitions on certain behaviors to prevent gray operations [3][9]. - The market is seeing a trend where parties involved in agreements are extending lock-up periods to enhance compliance and reduce the risk of speculative trading [10][11]. Group 3: Strategic Implications - Protocol transfers serve as an effective tool for major shareholders to meet liquidity needs while avoiding direct impacts on stock prices from secondary market sales [6][8]. - The presence of financial investors as transferees is becoming more challenging, but agreements aimed at strategic partnerships continue to progress normally [8]. - The market's dual characteristics suggest a need for balance between resource allocation functions and risk prevention in the context of share transfers [3][10].

Core Viewpoint - The article discusses a significant increase in the number of A-share companies announcing the termination of major shareholder agreement transfers, indicating a potential restructuring of traditional transaction methods in the market [2][3]. Group 1: Termination of Agreement Transfers - Since May, 12 A-share companies have announced the termination of major shareholder agreement transfers, which is equivalent to the total number of such cases in the first four months of the year, accounting for nearly one-fourth of all such cases in 2023 [2]. - Approximately 250 listed companies disclosed major shareholders and executives' agreement transfer reduction plans in the past year, showing a slight increase compared to the previous 12 months, indicating that agreement transfers are still being allowed in a relatively inactive stock market [3]. - The recent terminations predominantly involve controlling shareholders or actual controllers, often due to restrictions on secondary market reductions caused by the company's poor performance, such as being below net asset value or failing to meet dividend standards [4]. Group 2: Challenges in Identifying Relationships - The complexity of identifying "invisible relationships" in agreement transfers poses challenges, as companies often claim ignorance about the specifics of the shareholders' actions [5]. - The recent cases of terminated agreements reveal common characteristics, such as the transferors being actual controllers or related parties, and the transferees often being private equity funds or individuals with limited disclosed backgrounds [8]. Group 3: Buyer Financial Viability - The financial strength and sources of funds for some buyers in agreement transfers are often unclear, raising concerns about their ability to fulfill payment obligations [12][13]. - For instance, a terminated agreement involving Tian Neng Heavy Industry indicated that the transfer was contingent on the successful fundraising of a trust plan, which had not been achieved, leading to the termination of the agreement [12]. Group 4: Restrictions on Shareholder Reductions - Controlling shareholders facing restrictions on reductions due to poor performance are increasingly using agreement transfers as a workaround to liquidate their holdings [16]. - The case of Kosen Technology illustrates how controlling shareholders can bypass reduction restrictions through agreement transfers, leading to significant short-term stock price increases driven by market speculation [16][17]. Group 5: Regulatory and Transparency Issues - The article highlights the need for increased transparency in agreement transfers, as they may involve complex arrangements that include asset restructuring and undisclosed agreements [23][24]. - Experts suggest that regulatory bodies should enhance scrutiny of these transactions to prevent potential abuses and ensure that the interests of public investors are protected [24][25].