Article 1 This set of provisions has been formulated according to Article 85 and Article 155 of the “Company Law of the People’s Republic of China” in order to meet the needs of the floatation and listing abroad of stocks by limited stock companies. Article 2 Limited stock companies may issue their stocks to given or non-given investors and list them abroad with the approval of the Securities The term “listing abroad” used in this set of provisions means to issue stocks to investors abroad and list them for transactions Article 3 The stocks issued and listed abroad (hereinafter referred to as “foreign capital stock listed abroad”) by limited stock companies The foreign capital stock listed abroad may be in the form of stock deposit receipts or in other derivations. Article 4 The Securities Committee of the State Council or its supervision and management and executive organization the China Securities Supervision Article 5 A limited stock company wishing to issue and list its stocks abroad shall file a written application according to the requirements Article 6 If a State-owned enterprise or an enterprise with State-owned property occupying the dominant position is to be converted into a Article 7 The stocks issued to domestic investors (hereinafter referred to as “domestic capital stocks”) by a limited stock company (hereinafter Article 8 The board of directors may make separate arrangements for the plan of issuing and listing foreign capital stocks and domestic capital The plan for the issuing and listing of foreign capital stocks and domestic capital stocks worked out according to the provisions Article 9 If a company issues foreign capital stocks and domestic capital stocks listed abroad within the total amount fixed in the stock issue Article 10 If a company fails to issue all the stocks as planned in one issue, it is not allowed to issue new stocks not covered by the plan. The interval between the second issue of foreign capital stocks listed abroad by adding capital and the previous issue shall not be Article 11 In issuing foreign capital stocks listed abroad within the total amount fixed in the stock issue plan, it may, with the approval Article 12 A company shall reveal in full and detail the plan for separately issuing foreign capital stocks listed abroad and domestic capital Article 13 The Securities Committee of the State Council, together with the company examination and approval department, may provide specific The articles of association of a company shall specify clearly the contents required by essential clauses. A company is not allowed Article 14 A company shall specify the term of its operation in the articles of association. The term of operation of a company may be extended Article 15 The articles of association of a company are binding to the company and its shareholders, directors, supervisors, managers and other The company and its shareholders, directors, supervisors, managers and other senior management personnel all may apply for arbitration The term “senior management personnel” referred to in the first and second paragraphs of this article include people responsible for Article 16 The names of investors abroad holding foreign capital stocks listed abroad and registered in the list of shareholders of a company Owners of the rights and interests of foreign capital stocks listed abroad may registered their shares under the names of nominal The list of foreign capital stock holders is the full evidence testifying the holding of the company’s foreign capital stocks, except Article 17 A company may keep the original list of its foreign capital stock holders abroad and entrust a foreign agency for its safekeeping Article 18 If an alteration of the list of foreign capital stock holders needs to be made according to judicial rulings, the ruling may be made Article 19 If a holder of foreign capital stocks lost his or her shares and applies for re-issue, the case may be handled according to the law Article 20 In calling shareholders meetings, a company shall issue a written notice 45 days in advance to all the listed shareholders, specifying The shareholders planning to attend the shareholders meeting shall send back the reply in writing to the company 20 days before the The specific format of the written notice and written reply shall be specified in the articles of association of a company. Article 21 In its annual meeting of shareholders, the shareholders holding more than 5% of the voting stocks have the right to put forward new Article 22 A company shall count the number of voting stocks represented by shareholders according to the number of written replies received Article 23 The directors, supervisors, managers and other senior management personnel of a company have the obligations of being honest, trustworthy The people listed in the preceding paragraph shall observe the articles of association of the company, faithfully perform their duties Article 24 A company shall appoint an independent certified accountants office that conforms to the relevant regulations of the State to audit The company shall provide relevant materials to the certified accountants office it has appointed and answer its inquires. The period of appointment of a certified accountants office starts from the date when the first annual shareholders meeting ends to Article 25 In dismissing or discontinuing the appointment of a certified accountants office, a company shall notify the said accountants office If a certified accountants office quits, it shall state to the shareholders meeting whether or not there is anything improper in the Article 26 The decision to appoint, dismiss or discontinue to appoint a certified accountants office shall be taken by the shareholders meeting Article 27 The dividends on foreign capital stocks and other relevant payments made to shareholders abroad shall be priced and announced in If the articles of association provide that the said payments shall be converted into foreign currencies and paid to shareholders Article 28 The documents of information compiled by a company for revelation at home and abroad shall not be self-contradictory in contents. If there are disparities between the information revealed at home, abroad or in different countries according to the domestic and Article 29 The disputes arising from the matters relating to the contents of the articles of association and other affairs of the company between The law of the People’s Republic of China shall apply in settling the disputes mentioned in the preceding paragraph. Article 30 This set of provisions shall be implemented starting from the date of promulgation.
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