CIRCULAR OF THE CHINA SECURITIES REGULATORY COMMISSION ON SEVERAL ISSUES CONCERNING THE STANDARDIZATION ON OVERSEAS LISTING OF SUBORDINATED ENTERPRISES OF DOMESTICALLY-LISTED COMPANIES
China Securities Regulatory Commission Circular of the China Securities Regulatory Commission on Several Issues Concerning the Standardization on Overseas Listing of Subordinated Zheng Jian Fa [2004] No.67 August 10, 2004 To various listed companies: In accordance with the provisions of such laws, administrative regulations as the Company Law of the People’s Republic of China, the 1. Overseas listing of the enterprises subordinated to listed companies as used herein shall refer to acts of subordinated enterprises 2. Listed companies shall meet the following requirements if their subordinated enterprises apply for overseas listing: (1) Listed companies have been profitable for the last consecutive three years. (2) Businesses and assets, into which listed companies’ issued shares and raised funds in the last three fiscal years were invested, shall (3) Net profits of subordinated enterprises enjoyed by listed companies according to rights and interests in consolidated statements of (4) Net assets of subordinated enterprises enjoyed by listed companies according to rights and interests in consolidated statements of (5) No horizontal competition may exist between listed companies and their subordinated enterprises, their assets and financial affairs (6) Shares of subordinated enterprises as held by directors, senior executives and affiliated persons of the listed companies and their (7) Listed companies may not have the circumstance that their funds or assets are occupied by any individual, legal person or other organization (8) Limited companies haven’t committed grave offenses in contravention of laws and regulations in the recent three years. 3. As to matters on the overseas listing of subordinated enterprises, listed companies shall, according to the requirements of this Circular, (1) The board of directors shall make resolutions on such matters as whether or not overseas listing of subordinated enterprises conform (2) The shareholders’ general meeting shall item by item review and vote for the overseas listing programs of subordinated enterprises, (3) Where directors of listed companies and their senior executives arrange shareholding plans for subordinated enterprises, independent 4. Listed companies shall appoint securities operating institutions, which were registered with the China Securities Regulatory Commission (1) The financial advisor shall, according to this Circular, carry out an conscientiously investigation and verification in due diligence (2) Financial advisors shall, within the remaining days of the current year when subordinated enterprises are listed abroad and a full 1) to continuously focus on independent operating status and persistent operation capacity of the core assets and business of listed 2) in respect of changes in assets and financial status made by subordinated enterprises that have grave impacts on interests and benefits 3) within ten working days after the completion of continuous supervision, to report to the China Securities Regulatory Commission and 5. Listed companies shall, on the next day following the events below, perform their obligations of disclosure: (1) resolutions adopted by the board of directors and the shareholders’ general meeting in terms of the overseas listing of subordinated (2) acceptance of application filed by subordinated enterprises to the China Securities Regulatory Commission for overseas listing; (3) approved overseas issuance in an public offer of subordinated enterprises; and (4) listed companies shall timely disclose major events to domestic investors which are firstly disclosed by subordinated enterprises 6. Any financial advisor shall, by applying mutatis mutandis the provisions of the Interim Measures for the Stock Issuance and Listing 7. The enterprises subordinated to listed companies applying for overseas listing shall prepare and report application documents and 8. This Circular shall not apply to listed companies that simultaneously issue domestic listing of Chinese-oriented stocks and domestic |
China Securities Regulatory Commission
2004-08-10