The Ministry of Foreign Trade and Economic Cooperation, China Securities Regulatory Commission Circular on Printing and Distributing Some Opinions Relevant to Foreign Investment in Listed Companies WaiJingMaoZiFa [2001] No.538 November 5, 2001 The commissions (departments, bureaus) of foreign trade and economic cooperation and the securities regulatory commissions of various In order to promote the healthy development of the domestic stock exchanges and standardize the issuance of stocks by the stock companies This is hereby the notification. Some Opinions Relevant to Foreign Investment in Listed Companies The following opinions are hereby by proposed for the purpose of promoting the healthy development of the domestic stock exchanges Article 1 The establishment of stock companies with foreign investment The establishment of stock companies with foreign investment or the application of existing limited liability companies with foreign Article 2 Issuance of Stocks by Stock Companies with Foreign Investment 1. The issuance of stocks within the territory of PRC by stock companies with foreign investment (A shares and B shares) shall be in 2. A stock company with foreign investment that become listed and publicly issues stocks for the first time shall meet the relevant provisions (1) having passed the joint annual inspections of enterprises with foreign investment for the recent three years; (2) the scope of business is in conformity with the requests as mentioned in the Interim Provisions on Guiding the Orientation of Foreign (3) the proportion of shares held by foreign investors shall not be less than 10% in the total shares after the initial public offer; (4) those stock companies with foreign investment which, according to relevant provisions, shall be controlled (including being relatively (5) shall meet other requests as provided in other regulations and rules regarding the initial public offer. 3. The stock companies with foreign investment shall, when applying for initial public offer and issuance of stocks, submit to the CSRC, 4. After a foreign-funded stock company has made its initial public offer, its issuance of additional stocks and rationed shares shall 5. After the stock company with foreign investment has made its initial public offer or has issued additional or rationed shares, it Article 3 If a stock company with foreign investment which holds B shares applies for exchanging its unlisted foreign shares at the B shares An application for exchanging unlisted foreign shares shall meet the following conditions: 1. It shall be less than 1 year since the holder of the unlisted foreign shares to be exchanged at the stock exchange obtained the shares; 2. The original hold continue to hold the shares for a period of more than 1 year after the unlisted foreign shares are changed into 3. The original holder of the unlisted foreign shares shall, on the basis of the Articles of Incorporation, the shareholders’ agreement 4. It shall meet the conditions as stipulated in relevant regulations on the initial public and the issuance of shares. Article 4 An enterprise with foreign investment (including stock companies with foreign investment) shall, when accepting the noncirculating For the time being, no company with foreign investment is allowed to accept the noncirculating shares of listed companies. Article 5 If a stock company with foreign investment holds less than 25% of total shares after making the initial public offer within the territory If the noncirculating shares that a stock company with foreign investment accepts from a listed company results in the listed company’s Article 6 Any eligible enterprise with foreign investment may issues shares beyond the territory of People’s Republic of China. |
The Ministry of Foreign Trade and Economic Cooperation, China Securities Regulatory Commission
2001-10-08