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China Securities Depository and Clearing Corporation Limited
Notice of China Securities Depository and Clearing Corporation Limited on the Relevant Issues about the Opening of A-share Securities
Account by Foreign Strategic Investors
For carrying into effect the relevant provisions of the Measures for the Administration of Strategic Investment in Listed Companies
by Foreign Investors as jointly promulgated by the Ministry of Commerce, China Securities Regulatory Commission (CSRC), State Administration
of Taxation, State Administration for Industry and Commerce and State Administration of Foreign Exchange, regarding the relevant
issues on the acquisition of A-shares through strategic investment in listed companies, the relevant formalities for opening A-share
securities accounts (hereinafter refers to as the securities accounts) and the registration of stocks by an investor from a foreign
country or from the Hong Kong SAR, Macao SAR or Taiwan Region ( hereinafter refers to as an investor), this Notice is hereby announced
as follows:
I.
An investor who legally holds A-share stock of a listed company shall apply directly to either Shanghai branch or Shenzhen branch
of the China Securities Depository and Clearing Corporation Limited for opening a securities account, for which the materials shall
be submitted as follows:
1.
A certification document of effective business registration of an investor and a photocopy thereof or other document that could certify
the establishment of relevant institution and has the same legal force as the document of business registration and a photocopy
thereof ;
2.
A power of attorney as granted to the relevant handler by the board of directors or any director thereof, major shareholder or any
other competent person the document that can certify that the grantor has a right of authorization, as well as a photocopy of effective
identity certification of the grantor;
3.
An effective identity certification of the relevant handler and a photocopy thereof;
4.
The relevant approval documents as produced by the Ministry of Commerce and the China Securities Regulatory Commission on approving
the strategic investment made by the relevant investor in a listed company and the relevant photocopies thereof or a certification
document on shareholding as produced by the relevant listed company;
5.
An Application Form for the Registration of Securities Account; and
6.
A Commitment on Self-disciplinary Administration of Securities Account (see the appendix for the format).
If the investor who holds the shares of a listed company before the listed company’s initial public offering (IPO) is a natural person,
except his effective identity certification as well as a photocopy thereof, those materials prescribed in items (4) through (6) in
paragraph 1 of this Article shall be provided.
The foregoing material is provided in any foreign language, a Chinese version is required.
II.
The approval documents and shareholding certification as mentioned in the preceding paragraph shall include the situations as follows:
1.
Where the investment is made by means of directional offering conducted by a listed company, the relevant approval documents shall
be provided by the relevant investor, which is produced by the Ministry of Commerce on approving the strategic investment made by
the relevant investor in the listed company and the verification document as produced by the China Securities Regulatory Commission
on directional offering;
2.
Where investment is made by means of agreement-based transfer, the approval documents produced by the Ministry of Commerce shall be
provided by investor. If any acquisition of a listed company is involved, the verification approval as produced by the China Securities
Regulatory Commission shall be provided as well;
3.
As to the investor that holds shares before the relevant listed company makes its initial public offering, the relevant certification
issued by the listed company on shareholding before the said IPO shall be provided; or
4.
Other circumstances as prescribed by the law or regulation of the state or by the provision of the China Securities Regulatory Commission
.
III.
Where the investor opens a securities account, the China Securities Depository and Clearing Corporation Limited may according to
the certification documents certifying that the investor legally holds A-shares stock of a listed company and in accordance with
the relevant operating rules for stock registration, handle the formalities for stock registration and shall, according to the relevant
provisions, handle the formalities for sale prohibition on the A-shares stock as held by the investor,.
IV.
Upon the expiration of sale prohibition term on the A-shares stock held by an investor, the investor may apply for releasing from
the sale prohibition on shares through the relevant listed company and, upon the relevant verification conducted by the Stock Exchange,
, the China Securities Depository and Clearing Corporation Limited may handle the formalities for releasing from the sale prohibition
on A-shares stock in accordance with the documents as confirmed by the Stock Exchange. .
V.
Before the expiration of sale prohibition term on the A-shares stock , the investor requires to transfer the shares due to such special
reasons as bankruptcy, liquidation and pledge, the relevant approval documents as produced by such competent authorities as the Ministry
of Commerce shall be provided and handled the relevant formalities for transfer and registration in accordance with the relevant
provisions on shares transfer..
VI.
The investor who has opened a securities account shall not open any securities account any more unless it is otherwise prescribed
by any law or regulation of the state or any provision of the China Securities Regulatory Commission .
VII.
The matter that hasn’t been prescribed in this Notice shall be governed by the relevant provisions of the China Securities Depository
& Clearing Corporation Limited on the administration of securities accounts and stock registration.
VIII.
The term “investors” as mentioned in this Notice shall not include the qualified foreign institutional investor. The application
of the qualified foreign institutional investor for opening any securities account shall be handled in accordance with the relevant
provisions on qualified foreign institutional investors.
IX.
This Notice shall enter into effect as of the day of promulgation.
China Securities Depository and Clearing Corporation Limited
February 14, 2006 Appendix:Commitment on Self-disciplinary Administration of Securities Account
Branches of China Securities Depository and Clearing Corporation Limited:
The investor commits that: the securities account as opened in your Company shall only be used to apply to the A-shares stock of listed
companies that have been lawfully obtained as well as the sale of aforesaid shares upon the expiration of sale prohibition term.
Unless it’s otherwise prescribed by the law or regulation, no other securities may be transacted in the secondary market.
(Seal/Signature)
(Date)
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