近日，上海证券交易所发布《上市公司股份协议转让业务办理指引》（下称《指引》），自发布之日起实施

《指引》对协议转让业务受理的要求、不予受理的情形、申请文件、具体办理流程等事项做了明确规定。《指引》规定，对同一次协议转让申请涉及多个出让方或者受让方，且被认定为属于一笔协议转让的，该笔协议转让的全部出让方、受让方应当同时办理股份过户手续，一次性完成过户登记，并且共同遵守后续减持的相关监管要求。《指引》明确，协议转让后受让方持股比例达到5%以上，或者受让方为上市公司董事、监事和高级管理人员的，受让方须严格遵守《证券法》关于禁止短线交易的规定，承诺自本次协议转让股份过户后6个月内不得卖出公司股份。

Recently, the Shanghai Stock Exchange ("SSE") has issued the Guidelines on Handling the Transfer of Listed Companies' Shares by Agreement (the "Guidelines"), immediately effective from the issue date.

The Guidelines clearly provide for requirements on accepting the proposed transfer of shares by agreement, circumstances where the proposed transfer will be rejected, application materials, procedures to apply for such transfer, and other matters. Further, the Guidelines stipulate that where a single application for transferring certain shares by agreement involves several sellers or buyers and it is confirmed that all shares at issue will be transferred through only one deal by agreement, all sellers and buyers involved in this deal shall go through formalities together to transfer the ownership of these shares, complete the ownership transfer registration on a one-time basis, and jointly abide by regulatory rules on the subsequent sales of shares. Furthermore, the Guidelines expressly state that where the shareholding of the buyer reach more than 5 percent, after such transfer by agreement, or the buyer is a director, a supervisor or a senior executive in a listed company, the buyer must strictly follow rules given in the Securities Law in respect of the prohibited short-swing trading and undertake not to sell the said shares within six months after completing the registration for the agreement-based transfer of these shares.