Home Deportation Attorney

Deportation Attorney

WORKING RULES OF THE LISTED COMPANY MERGER AND REORGANIZATION EXAMINATION COMMITTEE OF CHINA SECURITIES REGULATORY COMMISSION

Circular of China Securities Regulatory Commission on Promulgating the Working Rules of the Listed Company Merger and Reorganization
Examination Committee of China Securities Regulatory Commission
Zheng Jian Fa [2006] No. 83

For the purpose of ensuring the openness, justice and impartiality of the surveillance over the merger and reorganization of listed
companies, and enhancing the quality and transparency of the surveillance over the merger and reorganization, China Securities Regulatory
Commission establishes the Listed Company Merger and Reorganization Examination Committee in accordance with the relevant provisions
on the merger and reorganization of listed companies, and formulates the Working Rules of the Listed Company Merger and Reorganization
Examination Committee of China Securities Regulatory Commission, which are hereby promulgated, and shall come into force as of the
date of promulgation. China Securities Regulatory Commission July 25, 2006 Working Rules of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission Chapter I General Rules Article 1 For the purpose of ensuring the openness, justice and impartiality of the surveillance over the merger and reorganization of listed
companies, and improving the quality and transparency of the surveillance over the merger and reorganization, these Rules are formulated
in accordance with the relevant provisions regarding the merger and reorganization of listed companies.
Article 2 China Securities Regulatory Commission (hereinafter referred to as CSRC) has established the Listed Company Merger and Reorganization
Examination Committee (hereinafter referred to as the Reorganization Committee). In accordance with the Company Law of the People’s
Republic of China, the Securities Law of the People’s Republic of China, other laws and administrative regulations as well as the
provisions of the CSRC, the Reorganization Committee shall examine the mergers and reorganizations that shall be submitted for deliberation
upon relevant provisions or provide consultancy opinions for them.

Where an applicant dissatisfies with the decision as delivered by the Department of Listed Company Supervision of the CSRC concerning
the merger and reorganization thereof, he may apply to submit the said merger and reorganization to the Reorganization Committee
for deliberation. Article 3 The Reorganization Committee will implement the duties by executive meetings, and vote on the applications for the merger and reorganization
of listed companies by ballots, and then bring forward the examination opinions.
Article 4 The CSRC shall be in charge of the routine administration of the Reorganization Committee affairs, as well as the examination and
surveillance on the Reorganization Committee members.

The deliberation procedures of the Reorganization Committee shall be publicized to the society, and be subject to surveillance in
accordance with relevant laws. Chapter II Composition Rules Article 5 The Reorganization Committee shall comprise of the professionals from the CSRC and the relevant guild as well, and the members thereof
shall not be in excess of 25.
Article 6 The Reorganization Committee members will be designated by the CSRC, with each term of one year, and one can be re-designated but
with not more than three consecutive terms.
Article 7 A member of the Reorganization Committee shall satisfy the requirements as follows: (1) he shall observe the principles, be clean and honest, and strictly follow the laws, administrative regulations and rules of the state; (2) he shall have just characters and fine professional ethics, have no record of bad practice, and have not been punished by the CSRC
or any other competent authority because of any securities violation;
(3) he shall be familiar with state macro-economic policies, and have good professional qualities and professional proficiency; and (4) he shall be accomplished in the Company Law, the Securities Law as well as the laws and regulations on the merger and reorganization
of listed companies, have working experiences of securities market research, management or practice for a long time, and have a fairly
deep research on the merger and reorganization of listed companies.
Article 8 In case any of the following circumstances occurs to any member of the Reorganization Committee, he will be dismissed by the CSRC: (1) he is in violation of the laws, administrative regulations, rules or any the discipline for the examination work of the Reorganization
Committee;
(2) he fails to industriously perform the duties under the provisions of the CSRC, fails to attend the executive meetings of the Reorganization
Committee for two times without a justifiable reason or is unable to attend the said meeting for three consecutive times;
(3) he files a application in written form for resignation, or is unfit for acting as the member because of the alteration of his post; (4) he seriously abuses his authorities or in violation of the laws, regulations or any discipline of the Reorganization Committee within
his term of office; or
(5) Other circumstances under which he is unfit for acting as the member of the Reorganization Committee.

The dismissal of a member of the Reorganization Committee may not be limited by whether his term of office expires. the CSRC shall
assign a new member in a timely manner after dismissal of a member of the Reorganization Committee. Chapter III Duties of Members Article 9 The Reorganization Committee members shall take the responsibilities of examining the mergers and reorganizations of listed companies
as submitted by the Department of Listed Company Supervision of the CSRC in accordance with the relevant laws, administrative regulations
and ministerial rules of the state as well as the relevant provisions of the CSRC or providing consultancy opinions for them.
Article 10 The Reorganization Committee members shall implement their duties in accordance with relevant laws, bring their deliberation opinions
independently and exercise their right to vote, and have the rights to consult the examination materials as required for the performance
of duties by the CSRC.
Article 11 Any member of the Reorganization Committee may neither use his work to seek for interests for himself or someone else directly or
indirectly by the non-public information to which he has the access, nor may he provide the consulting information concerning the
purchase or sales of securities to any entity or individual.
Article 12 The Reorganization Committee members shall obey the provisions as follows: (1) he shall attend the meetings of the Reorganization Committee as required, and be industrious in the examination work; (2) he shall keep the state secrets and the business secrets of the applicants; (3) he may not divulge any of the contents as discussed at the meetings of the Reorganization Committee, the voting information or other
relevant information;
(4) he may not use the identity of Reorganization Committee members or the non-public information that he has access to in the performance
of duties for seeking for interests for himself or someone else directly or indirectly;
(5) he may not accept the gifts given by any party concerned in the merger or reorganization, any professional institution as employed
by the said party or any other relevant person, or privately contact any of the aforesaid institutions or individuals;
(6) he may not collude with any other Reorganization Committee member for voting or misleading the voting of any other Reorganization
Committee member;
(7) he may not participate in the activities as organized by any department or entity other than the CSRC in the name of Reorganization
Committee members, or seek for the interests in the name of Reorganization Committee members; or
(8) Other relevant provisions as prescribed by the CSRC. Article 13 When deliberating the mergers and reorganizations or delivering consultancy opinions, the Reorganization Committee members shall perform
a system of withdrawal. A member shall request the withdrawal in a timely manner in case he is under any of the interested relationships
as follows:
(1) Any of his family member is acting as the director (including the independent director, similarly hereinafter), supervisor, manager
or any other senior manager in any party concerned in the merger or reorganization or any professional institution as employed by
the said party, or his employer has ever offered relevant professional consultancy to any party concerned in the merger or reorganization,
which may affect his fair performance of duties;
(2) Any of his family member is acting as a senior manager in an entity that has competition with any party concerned in the merger or
reorganization or any professional institution as employed by the said party, which may affect his fair performance of duties;
(3) He has ever contacted any party concerned in the merger or reorganization or any professional institution as employed by the said
party before the meeting of the Reorganization Committee is held, and which may affect his fair performance of duties; or
(4) Any other circumstance as confirmed by the CSRC that may cause the interested relationship.

The family member as referred to in the preceding paragraph means the Reorganization Committee members’ spouses, parents, children,
brothers and sisters, as well as the parents of their spouses, spouses of their children, and spouses of their brothers and sisters
of. Article 14 A Reorganization Committee member, after having accepted the appointment, shall make a promise of observing the relevant provisions
and the disciplinary requirements of the CSRC for Reorganization Committee members, perform the duties carefully, and accept the
examination and surveillance of the CSRC.
Chapter IV Working Rules Article 15 The Department of Listed Company Supervision of the CSRC shall be the executive institution of the Reorganization Committee, and have
the responsibility of arranging the conferences of the Reorganization Committee, delivering examination materials, recording conference
minutes, working out conference summaries, keeping filings and carrying out other relevant conference matters.

The CSRC shall pay the expenses as needed for the deliberation work of the Reorganization Committee. Article 16 Where the Reorganization Committee deliberates any major reorganization of assets, the Department of Listed Company Supervision of
the CSRC shall send the conference circular, the application materials and the preliminary examination report to the members attending
the meeting for the acknowledge of receipt three days before the meeting of the Reorganization Committee is held.

With respect to any other issue concerning merger and reorganization as deliberated by Reorganization Committee, the Department of
Listed Company Supervision may arrange the time and deliver the materials under the actual circumstances. Article 17 Where the Reorganization Committee implements the examination by the meeting of the Reorganization Committee, the number of the Reorganization
Committee members that attend the meeting shall be seven each time.
Article 18 All members shall sign the statements that he has no contact with any party concerned in the merger or reorganization, any professional
institution as employed by the said party or any other relevant person before the meeting of the Reorganization Committee is held,
and submit the said statements to the functionary of the Department of Listed Company Supervision for preservation.
Article 19 One convener shall be arranged for the meeting of the Reorganization Committee and he has the responsibilities of presiding over the
conference, heeding the examination reports and instructions as delivered by the preliminary examination personnel of the Department
of Listed Company Supervision, organizing the members that attend the meeting to deliver the examination opinions one by one, summarizing
the key examination opinions of the members, forming the examination opinions of the meeting of the Reorganization Committee to the
application for merger or reorganization, and publicizing the voting results.
Article 20 A member of the Reorganization Committee shall verify the applications for mergers and reorganizations in an independent, objective
and fair manner under the laws, administrative regulations and the provisions of the CSRC. When making verification, he shall prepare
the working papers, and deliver his own examination opinions in light of the working papers and the discussions at the meeting as
well.
Article 21 The Reorganization Committee may invite experts other than its members to attend the meeting and offer professional consultancy opinions
if it is necessary for deliberation, but the said experts may not participate in the voting.
Article 22 The Reorganization Committee may require the parties concerned in the merger or reorganization or the professional institutions they
employed to attend the meeting, deliver their opinions and answer the questions brought forward by the members.

The questions, opinions or relevant statements as made by the members may not be disclosed by any party concerned in the merger or
reorganization or any professional institution they employed without consent. Article 23 Examination opinions shall be formed by the meeting of the Reorganization Committee upon sufficient discussions, and vote on the applications
shall be performed by ballots.

The mode of closed and disclosed votes shall be adopted for the voting. The votes will be classified into consent and objection. Where
five or more votes of consent are given for the examination opinions, it shall be deemed as having been passed, otherwise, the examination
opinions shall be deem as having been rejected.

When casting a vote of consent, this member may bring forward additional conditions, but shall explain the contents of such additional
conditions specifically; and when casting a vote of objection, he shall explain the reasons for objection. Article 24 The Department of Listed Company Supervision shall have the responsibilities of recording down the discussions at the meeting of the
Reorganization Committee. The participating members shall submit the working papers after the ending of the meeting of the Reorganization
Committee, and affix their signatures on the meeting minutes, examination opinions, voting results and other conference materials
for confirmation.
Article 25 Where a scheme for merger or reorganization fails upon examination, if the listed company has revised and supplemented the said scheme
in light of the opinions as brought forward by the Reorganization Committee or produced a new scheme, the application materials can
be submitted again; where the scheme satisfies the requirements for merger and reorganization, it may be submitted to the Reorganization
Committee for assessment again.
Chapter V Surveillance over the Work of the Reorganization Committee Article 26 The Reorganization Committee shall keep an objective, independent and impartial manner when deliberating the applications for the
merger and reorganization of listed companies or delivering consultancy opinions. If the deliberation opinions as brought forward
by the meeting of the Reorganization Committee are apparently different from the voting results, the Reorganization Committee may
be requested to make explanations and illustrations by the CSRC, and another meeting for the deliberation may be arranged again if
necessary.
Article 27 Where any member of the Reorganization Committee neglects his duties, fails to deliver his deliberation opinions in an objective and
fair manner or commits any act against any discipline of the Reorganization Committee when deliberating an application for merger
or reorganization or delivering consultancy opinions, the CSRC shall talk with him and remind him.
Article 28 The CSRC shall accept the tip-offs about the illegal or irregular acts that are committed by any member of the Reorganization Committee,
in case of any important clue, an investigation shall be made, and the CSRC shall also talk and remind the member, criticize or dismiss
him according to the investigation results. In case any crime constituted, this member shall be handed over to the judicial organ
for punishment.
Article 29 Any party concerned in the merger or reorganization may not privately contact the Reorganization Committee members, provide gifts
to them or perform in any other way to disturb the work and affect the decision of the Reorganization Committee members. If any of
the aforesaid acts is committed, the relevant party concerned shall be criticized by the CSRC. In case of any serious circumstance,
the CSRC shall suspend the examination.

A professional institution as employed by any party concerned in the merger or reorganization shall have to urge the party concerned
to follow the aforesaid provisions. If any professional institution instigates, assists or participates in the aforesaid act of interfering
in the work of the Reorganization Committee, no professional report as submitted by this professional institution shall be accepted
by the CSRC for six months. Chapter VI Supplementary Rules Article 30 These Rules shall enter into force as of the promulgation date. The Working Rules of the Listed Company Merger and Reorganization
Examination Committee of China Securities Regulatory Commission (Zheng Jian Fa [2004] No. 41) promulgated on May 12, 2004 shall be
concurrently annulled.
Article 31 These Rules are subject to the interpretation and revision of the CSRC.

Attachment:

Attachment 1: Statements as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities
Regulatory Commission

Attachment 2: Working Papers for the Examination Work as Made by the Members of the Listed Company Merger and Reorganization Examination
Committee of China Securities Regulatory Commission

Attachment 3: Commitment Letter of Not Affecting or Disturbing the Examination Work of the Reorganization Committee as Made by the
Parties Concerned in the Merger and Reorganization and the Professional Institutions They Employed Attachment 1: Statements as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory
Commission
I. I have (have not) privately contacted any party concerned in the merger or reorganization of listed companies under examination or
any professional institution it employed or any other relevant persons, have (have not) accepted any money, property or other interests
given by the abovementioned institution or individual. If yes, please explain it explicitly:
II. No party concerned in the merger or reorganization of listed companies under examination or any professional institution it employed
or any other relevant persons has affected my own judgment to the affairs under examination by any indefensible means. If yes, please
explain it explicitly:
III. Other matters that are necessary to be explained:

Signature:

Date:

Attachment:

List of Companies under Examination

Co., Ltd.

Co., Ltd.

Co., Ltd. Attachment 2: Working Papers for the Examination Work as Made by the Members of the Listed Company Merger and Reorganization Examination Committee
of China Securities Regulatory Commission

Name of the participating member:

Session of the meeting of the Reorganization Committee: Year / Session

Name of the listed companies to be merged or reorganized;

Items under examination: I. Personal examination opinions with regard to the issues and examination opinions brought forward to the members for attention in the
preliminary examination report, and the evidence for them;
II. Whether the merger or reorganization has any problem other than those brought forward for attention in the preliminary examination
report, if yes, please explain:
III. Whether the merger or reorganization has any significant problem that is necessary to be investigated and verified and will influence
the specific judgment, if yes, please explain:

Signature:

Date: Attachment 3: Commitment Letter of Not Affecting or Disturbing the Examination Work of the Reorganization Committee

This company is hereby making the following commitments: I. In the period of the application for this merger or reorganization, this company promises not to provide money, properties or other
interests to any member of the Reorganization Committee directly or indirectly, and promises not to affect the judgment of any member
of the Reorganization Committee on this merger or reorganization by any indefensible means.
II. This company promises not to intervene in the examination work of the Reorganization Committee by any means. III. This company promises that all the statements are true, objective, accurate and brief, and do not include any content in no relation
to the examination of this merger or reorganization when being enquired of by the Reorganization Committee members at the meeting
of the Reorganization Committee.
IV. If this company is in violation of any of the abovementioned commitments, it will assume all the legal liabilities incurred therefrom.

Promisee: (seal)

Person in-charge:

Date:



 
China Securities Regulatory Commission
2006-07-25

 







ANNOUNCEMENT NO. 50, 2006 OF MINISTRY OF COMMERCE, COMMISSION OF SCIENCE TECHNOLOGY AND INDUSTRY FOR NATIONAL DEFENSE AND GENERAL ADMINISTRATION OF CUSTOMS, ON IMPLEMENTING TEMPORARY EXPORT CONTROL MEASURES ON RELATED PRODUCTS OF GRAPHITE CATEGORY

Announcement No. 50, 2006 of Ministry of Commerce, Commission of Science Technology and Industry for National Defense and General
Administration of Customs, on Implementing Temporary Export Control Measures on Related Products of Graphite Category

[2006] No. 50

In accordance with Article 17 of the Regulations on the Administration of the Export of Dual-Use (Military and Civil) Nuclear Facilities
and Related Technologies of PRC and with the approval of the State Council, related products of graphite category are to be implemented
with temporary export control measures.

The Trade Name and Customs Coding of related products of graphite category are notified as follows:

In accordance with the Regulations on the Administration of the Export of Dual-Use (Military and Civil) Nuclear Facilities and Related
Technologies of PRC, the above-mentioned products shall be exported only with permits. And the Customs shall transact checking and
clearance procedures with Import and Export License of Dual-Use Facilities and Technologies, issued by Ministry of Commerce and its
authorized provincial departments of commercial administration.

The Measures shall be put into effect as from December 1, 2006.

Ministry of Commerce

Commission of Science Technology and Industry for National Defense

General Administration of Customs

July 27, 2006



 
Ministry of Commerce, Commission of Science Technology and Industry for National Defense, General Administration of
Customs
2006-07-27

 







CIRCULAR OF THE MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION CONCERNING THE RELEVANT STAMP TAX POLICIES FOR THE SECURITIES INVESTOR PROTECTION FUND

Circular of the Ministry of Finance and the State Administration of Taxation concerning the Relevant Stamp Tax Policies for the Securities
Investor Protection Fund

Cai Shui [2006] No. 104

The public finance departments (bureaus) and local taxation bureaus of all provinces, autonomous regions, municipalities directly
under the Central Government, cities specifically designated in the state plan, and the Finance Bureau of Xinjiang Production and
Construction Corps:

With the approval from the State Council, the relevant stamp tax policies for China Securities Investor Protection Fund Corporation
Limited (hereinafter referred to as the Protection Fund Corporation) and the Securities Investor Protection Fund under the administration
thereof are hereby notified as follows:

1.

As regards the capital accounts newly established by the Protection Fund Corporation, their stamp tax shall be exempted.

2.

The reloan contracts signed between the Protection Fund Corporation and the People’s Bank of China and the loan contracts signed with
the administrative clearing institutions of securities companies shall be exempted from the stamp tax.

3.

As regards the property transfer documents signed by the Protection Fund Corporation due to accepting the properties of the securities
companies under disposition, their stamp tax shall be exempted.

4.

As regards the property insurance contracts signed between the Protection Fund Corporation and the insurance companies concerning
the self-owned properties of the Protection Fund and its accepted compensation assets, the stamp tax shall be exempted.

5.

As regards any other party that signed the said taxable contracts or post_title transfer documents with the Protection Fund Corporation,
the stamp tax shall still be levied.

The Ministry of Finance

The State Administration of Taxation

July 27, 2006



 
The Ministry of Finance, the State Administration of Taxation
2006-07-27

 







CIRCULAR OF THE MINISTRY OF COMMERCE AND CHINA EXPORT & CREDIT INSURANCE CORPORATION ABOUT USING THE EXPORT CREDIT INSURANCE TO FURTHER SUPPORT THE EXPORT OF FARM PRODUCTS

Circular of the Ministry of Commerce and China Export & Credit Insurance Corporation about Using the Export Credit Insurance to
Further Support the Export of Farm Products

Shang Mao Han [2006] No.80

The authorities of commerce in charge in all provinces, autonomous regions, municipalities directly under the Central Government,
and cities separately designated in the state plan, as well as Xinjiang Production and Construction Corps, all business agencies
of China Export & Credit Insurance Corporation:

This year Japan and EU carried out new food safety regulations sequentially which raise the threshold of market access of food and
farm products by a great margin, as a result the export of our farm products faces greater challenges. Expanding the export of superior
farm products is not only an efficient way that can help to increase farmers’ income, promote the agricultural restructuring and
resolve the problem of agriculture, rural areas, and farmers (“Sannong” for short herein), but an important reflection of the implementation
of the scientific view of development and the change of the growth pattern of foreign trade. Whereas this year is the first year
of the “11th Five-Year Plan”, in order to implement the spirit of the Several Opinions of the Central Committee of the Communist
Party of China and the State Council on Promoting the Construction of New Socialist Countryside (Zhong Fa [2006] No.1), build rural
harmonious society, strengthen the support of the “Sannong” work, further enhance the export of superior farm products, strengthen
the export credit risk management of the enterprises in the business of farm product export and improve the international competitiveness
of these enterprises, the relevant issues on using export credit insurance to support the export of farm products are hereby notified
as follows:

1.

To establish the working mechanisms supporting the export of farm products. The authorities of commerce in charge at various levels
and all agencies of China Export & Credit Insurance Corporation shall establish effective working mechanism of communication
and coordination, find out the situation of the enterprises in the business of farm product export and take pertinent policies and
measures on export credit insurance to support the export of farm products actively.

2.

To strengthen publicity and encourage enterprises to actively cover the export credit insurance. The local authorities of commerce
in charge shall strengthen publicity through multiple channels. The regions with mature conditions may adopt corresponding supportive
measures in light of the actual situation and encourage the enterprises in the business of farm product export to use the financial
instrument of policy export credit insurance in order to evade the risks in export proceeds of foreign exchange, upgrade their own
credit rating, expand the export scale and improve the international competitiveness.

3.

To alleviate the fund shortage of farm product enterprises and upgrade the credit rating thereof. China Export & Credit Insurance
Corporation will continue actively assisting the enterprises in the business of farm product export in resolving the problem of fund
shortage by means of financing under insurance and other products. The credit-trade cooperation and credit-bank cooperation shall
be strengthened so that a matching financing system to support the farm product export may developed gradually. The trade financing
of the enterprises in the business of farm product export shall be strengthened; and the credit rating of the enterprises shall be
improved constantly.

4.

To provide value-added services in respect of credit insurance for farm product enterprises. China Export & Credit Insurance
Corporation will keep on providing traditional export credit insurance services as well as a package of assembling products, like
pre-shipment risk guarantee, export-related domestic credit insurance, and guarantee products that match the export credit insurance.
The export buyer management mechanism for enterprises meeting conditions shall be established. The online business operation system
of “All in Credit Insurance” shall be put into operation. And such value-added services as country risk report, industrial analysis
report and risk management recommendation shall be given priority to.

5.

To provide convenient services for small- and medium-size enterprises in the business of farm product export. China Export &
Credit Insurance Corporation shall cancel the insurance threshold, simplify the formality and provide convenient services for small-
and medium-size enterprises in the business of farm product export. All agencies of China Export & Credit Insurance Corporation
shall, in light of the actual situation of the local small- and medium-size enterprises, provide comprehensive insurance products
therefor, and offer such preferential services as primary coverage, flexible rate, rapid settlement of claim and compensation in
advance in accordance with the insurance-worthy export volume where conditions permit.

All entities concerned shall study and carry out the relative work seriously, and also keep track of and find out the new situations
and problems arising in the work of export credit insurance of farm products in time. These entities shall feed the relative situation
back to the Ministry of Commerce (Foreign Trade Department) and China Export & Credit Insurance Corporation (Business Development
Department) at any time.

Ministry of Commerce

China Export & Credit Insurance Corporation

July 28th, 2006



 
Ministry of commerce, China Export & Credit Insurance Corporation
2006-07-28

 







CONSTITUTION ACT, 1982 – page 22

NOTES (1) The enacting clause was repealed by the Statute Law Revision Act, 1893, 56-57 Vict., c. 14 (U.K.). It read as...