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2007

CIRCULAR ON PRINTING AND DISTRIBUTING SOME OPINIONS RELEVANT TO FOREIGN INVESTMENT IN LISTED COMPANIES

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
provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately listed on the State
plan:

In order to promote the healthy development of the domestic stock exchanges and standardize the issuance of stocks by the stock companies
with foreign investment and the entrance of enterprises with foreign investment into the stock market, the Ministry of Foreign Trade
and Economic Cooperation and China Securities Regulatory Commission formulates jointly Some Opinions Relevant to Foreign Investment
in Listed Companies in accordance with the Spirit of the State Council on Allowing the Enterprise with Foreign Investment Which Accords
with the Condition Apply to issue A shares or B shares. It is now printed and distributed to you for earnest implementation combining
reality. If some things or questions happen during the process of implementation, please report to these two Ministries (Commissions)
on time.

This is hereby the notification.

Attachment: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
and standardizing the issuance of stocks by the stock companies with foreign investment and the entrance of enterprises with foreign
investment into the stock market.

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
investment for changing into stock companies with foreign investment shall satisfy the requests as mentioned in the Interim Provisions
on Some Issues Regarding the Establishment of Stock Companies with Foreign Investment (Decree of the MOFTEC [1995] No.1) and shall
be subject to the approval of the MOFTEC according to stipulated procedures.

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
conformity with the industrial policies regarding foreign investment and the requests for the issuance of stocks by listed companies;

2.

A stock company with foreign investment that become listed and publicly issues stocks for the first time shall meet the relevant provisions
of the Company Law of the People’s Republic of China, other regulations and rules of the China Securities Regulatory Commission,
in addition, it shall satisfy the following requests:

(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
Investment and the Catalogue of Industries for Guiding Foreign Investment;

(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
controlled) by the Chinese parties or for which there are special provisions regarding the holding of shares by the Chinese parties
shall continue to keep their controlling positions or continue to hold the proportion of shares after becoming listed on the stock
market;

(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,
in addition to those materials required by the CSRC, a certificate of approval and business license of the stock company with foreign
investment that has passed the joint annual inspection;

4.

After a foreign-funded stock company has made its initial public offer, its issuance of additional stocks and rationed shares shall
meet the conditions as mentioned in paragraph two of this article and other relevant provisions concerning the issuance of additional
and rationed shares;

5.

After the stock company with foreign investment has made its initial public offer or has issued additional or rationed shares, it
shall go through the procedures of altering relevant legal documents at the MOFTEC.

Article 3

If a stock company with foreign investment which holds B shares applies for exchanging its unlisted foreign shares at the B shares
market, it shall, after obtaining the approval of the MOFTEC, submit a proposal to the CSRC for exchanging unlisted foreign 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
exchangeable shares;

3.

The original holder of the unlisted foreign shares shall, on the basis of the Articles of Incorporation, the shareholders’ agreement
and other legal documents or other legal documents which have special commitments to the company or there are special duties and
obligations in laws or regulations, perform its commitment or obligations;

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
shares of listed companies within the territory of PRC, go through relevant procedures in accordance with the procedures and requirements
of the Interim Provisions Concerning the Domestic Investment by Enterprises with Foreign Investment.

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
of PRC, it shall return the approval certificate of the enterprise with foreign investment, and go through alteration procedures
according to relevant provisions.

If the noncirculating shares that a stock company with foreign investment accepts from a listed company results in the listed company’s
holding less than 25% of the total shares, the listed company shall return the approval certificate of the enterprise with foreign
investment and go through alteration procedures according to relevant provisions.

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

 







INTERIM MEASURES ON THE ADMINISTRATION OF EXAMINATION AND APPROVAL OF LEASE COMPANIES WITH FOREIGN INVESTMENT

20050305

The Ministry of Trade and Economic Cooperation

Decree of Ministry of Foreign Trade and Economic Cooperation

No. 3

The Interim Measures on the Administration of Examination and Approval of Lease Companies with Foreign Investment are hereby promulgated
and shall come into force as of September 1, 2001.

Shi Guangsheng, Minister of the Ministry Foreign Trade and Economic Cooperation

August 14, 2001

Interim Measures on the Administration of Examination and Approval of Lease Companies with Foreign Investment

Article 1

These Measures are formulated in accordance with Company Law of the People’s Republic of China, Law of the People’s Republic of China
on Chinese-foreign Joint Ventures, Law of the People’s Republic of China on Chinese-foreign Cooperative Enterprises and other relevant
laws and regulations with a view to meeting the requirements of socialist market economy, promoting the healthy development of lease
companies with foreign investment, standardizing the operational acts of lease companies with foreign investment, and preventing
operational risks.

Article 2

These Measures shall apply to the lease companies with foreign investment established by a foreign company, enterprise or other economic
organization (hereinafter referred to as the foreign party to a joint venture) with a Chinese company, enterprise or other economic
organization (hereinafter referred to as the Chinese party to a joint venture) within the territory of the People’s Republic of China
in the form of joint venture or cooperation and in compliance with the principle of equality and mutual benefits.

Article 3

Lease companies with foreign investment mentioned in these Measures shall mean the lease companies engaged in the business of financial
lease (hereinafter referred to as financial lease companies) and the lease companies engaged in the other lease business other than
financial lease (hereinafter referred to as other lease companies), which are established upon the approval of Ministry of Foreign
Trade and Economic Cooperation of China. A lease company with foreign investment shall be established as a limited liability company.

Article 4

For the establishment of lease companies with foreign investment, international advanced experiences in operating and managing lease
enterprises shall be absorbed, so as to promote the development of the lease industry in China, and bring good economic and social
benefits.

Article 5

Lease companies with foreign investment must abide by the relevant laws and regulations of the State. The operational activities carried
out by a lease company with foreign investment in accordance with the law, and the lawful rights and interests of the parties to
a joint venture shall be protected by Chinese law.

Article 6

A party to a joint venture who applies to establish a financial lease company shall have strong economic strength and financing capability.
The total assets of the Chinese party to the joint venture shall not be less than 400 million Yuan one year prior to the application;
while the total assets of the foreign party to the joint venture shall not be less than 400 million USD one year prior to the application,
and this foreign party shall have 5 years or more of experiences in financial lease.

Article 7

When applying to establish a financial lease company, the following conditions shall be met:

(1)

its registered capital shall not be less than 20 million USD;

(2)

the investment contributed by the Chinese party shall not be less than 20% of the registered capital;

(3)

the operation period shall not exceed 30 years;

(4)

it shall have managerial personnel, and the senior managerial personnel shall have professional qualification and more than three
years of experiences in the occupation.

Article 8

A party to a joint venture who applies to establish other lease company shall have strong economic strength. The total assets of the
Chinese party to the joint venture shall not be less than 100 million Yuan one year prior to the application; while the total assets
of the foreign party to a joint venture shall not be less than 50 million USD one year prior to the application, and this foreign
party shall have 3 years or more of experiences in lease business.

Article 9

When applying to establish other lease company, the following conditions shall be met:

(1)

its registered capital shall not be less than 5 million USD;

(2)

the investment contributed by the Chinese party shall not be less than 20% of the registered capital;

(3)

the operation period shall not exceed 20 years;

(4)

it shall have managerial personnel, and the senior managerial personnel shall have corresponding professional qualification and more
than three years of experiences in the occupation.

Article 10

The applicant who applies to establish a lease company with foreign investment shall submit the following documents to Ministry of
Foreign Trade and Economic Cooperation:

(1)

the feasibility study report, contract and articles of association of the lease company with foreign investment, signed or recognized
by the legal representative of each party to the joint venture;

(2)

the registration certificate (duplicate) of each party to the joint venture, identification certificate (duplicate) of the legal representative,
credit certificate by the bank and the financial reports of the three years prior to the application;

(3)

a name list of the members of the board of directors of the lease company with foreign investment planned to be established and the
letter of each party to the joint venture for the appointment of directors;

(4)

certificates on qualifications and experience of senior managerial personnel;

(5)

notice on the preliminary approval of the name of the lease company with foreign investment planned to be established issued by the
State industrial and commercial administrative department;

(6)

other documents to be submitted as required by Ministry of Foreign Trade and Economic Cooperation.

Article 11

A lease company with foreign investment approved to be established shall, within one month after obtaining the Enterprise with Foreign
Investment Approval Certificate issued by Ministry of Foreign Trade and Economic Cooperation, go though the formalities of enterprise
registration in the State industrial and commercial administrative department.

Article 12

The business scope of a financial lease company shall conform to the industrial policies of the State. The financial lease company
may be engaged in the following business upon approval:

(1)

different forms of business of financial lease in home and foreign currencies such as direct lease, sublease, leaseback, leveraged
lease, authorized lease, joint lease, etc. of various advanced or suitable domestic and foreign mechanical equipment such as production
equipment, communication equipment, medical treatment equipment, scientific research equipment, inspection and test equipment, engineering
machines, means of transportation (including airplane, automobiles and vessels), etc. and their collateral technologies;

(2)

purchase of goods which are needed in the business of lease from home and abroad as well as their collateral technologies upon the
lessee’s choice;

(3)

the business of selling off and disposing of scrap value of the leased properties;

(4)

the business of consulting and guaranty on lease transaction;

(5)

other business approved by Ministry of Foreign Trade and Economic Cooperation.

Article 13

Where a financial lease company is to be engaged in the financial business other than that provided in Article 12 of these Measures,
it shall obtain the consent of Ministry of Foreign Trade and Economic Cooperation, and shall, in accordance with the Measures on
the Administration of Financial Lease Companies issued by the People’s Bank of China, report to the People’s Bank of China for examination
and approval.

Article 14

The business scope of other lease company shall conform to the industrial policies of the State. The lease company may be engaged
in the following business upon approval:

(1)

the business of leasing various advanced or suitable domestic and foreign general-purpose equipment such as production equipment,
communication equipment, medical treatment equipment, scientific research equipment, inspection and test equipment, engineering machines,
means of transportation, etc.;

(2)

the business of selling off and disposing of scrap value of the leased properties;

(3)

other business approved by Ministry of Foreign Trade and Economic Cooperation.

Article 15

Where the goods and their collateral technologies under lease which are imported by a financial lease company involve the management
of special policies in respect of quota, permit, etc., the lessee or the financial lease company shall go through the formalities
of application and obtaining the relevant certificate as provided; the formalities on the equipment imported by another lease company
for lease shall be gone through by the company itself in accordance with the relevant present provisions on enterprises with foreign
investment’s importing equipment.

Article 16

In order to prevent risks and guarantee security in operation, the risk assets of a financial lease company which includes guaranty
balance shall not exceed 10 times of the total amount of its assets.

Article 17

The dissolution and liquidation of a lease company with foreign investment shall be carried out in accordance with the relevant Chinese
laws and regulations as well as the articles of association of the company.

Article 18

The Leasing Industry Committee of China Association of Enterprises with Foreign Investment is an industrial organization that practices
inter-company self-disciplinary management on foreign-funded lease companies. Foreign-funded lease companies shall be encouraged
to join the committee.

Article 19

Where a lease company with foreign investment has any act in violation of Chinese laws or regulations, it shall be dealt with in accordance
with the relevant Chinese laws and regulations.

Article 20

The establishment of a lease company with foreign investment in the inland jointly by a company, enterprise or other economic organization
from Hong Kong Special Administrative Region, Macao Special Administrative Region or Taiwan Region and a Chinese party shall be executed
by referring to these Measures.

Article 21

Ministry of Foreign Trade and Economic Cooperation shall be responsible for the interpretation of these Measures.



 
The Ministry of Trade and Economic Cooperation
2001-08-14

 







OFFICIAL REPLY OF THE STATE ADMINISTRATION OF TAXATION CONCERNING THE TAX REFUND OF THE DOMESTIC EQUIPMENT PURCHASES OF ENTERPRISES WITH FOREIGN INVESTMENT

The State Administration of Taxation

Official Reply of the State Administration of Taxation Concerning the Tax Refund of the Domestic Equipment Purchases of Enterprises
with Foreign Investment

GuoShuiHan [2001] No.954

December 21,2001

The state taxation bureau of Hainan:

We have received your Referendum concerning the Tax Refund of the Domestic Equipment Purchases of Enterprises with Foreign Investment
(QiongGuoShuiFa [2001] No.114). As for the issue of the tax refund of the domestic equipment purchases of the SIDA Pharmacy Manufacturing
Factory under the SIDA Pharmacy Limited Company of Hainan Province, We now reply after consideration as follows:

With regard to branch companies or branch factories without corporate personality of enterprises with foreign investment but with
independent economic accounting, if they purchase domestic equipments in the name of the enterprises with foreign investment, the
enterprises with foreign investment shall apply for tax refund in accordance with the provisions of the Circular of the State Administration
of Taxation concerning the Issue of the Proposed Managerial Measures for Tax Refund of Domestic Equipment Purchases of Enterprises
with Foreign Investment(GuoShuiFa [1999] No.171). The branch companies (branch factories) without corporate personality under enterprises
with foreign investment shall not apply for tax refund.

Please abide by and carry out the above accordingly.



 
The State Administration of Taxation
2001-12-21

 







CATALOG OF MINISTERIAL REGULATIONS AND NORMATIVE DOCUMENTS THAT THE MINISTRY OF AGRICULTURE DECIDED TO ANNUL

The Ministry of Agriculture

Catalog of Ministerial Regulations and Normative Documents That the Ministry of Agriculture Decided to Annul

December 12, 2002

Serial number post_title Issuing authority Issuing time Abolishing Reasons

1.

Regulations of the Ministry of Agriculture of the People’s Republic of China on Foreign Companies’ Effect Experiment of Pesticide
to Farmland in the Country (for trial implementation) the Ministry of Agriculture of the PRC etc. April 18, 1981 has been replaced
by Document Requirements for Pesticide Registration formulated by the Ministry of Agriculture of the PRC on April 12, 2001.

2.

Interim Provision of the Ministry of Agriculture of the People’s Republic of China on Inspection and Registration of Fertilizer, Earth
Seasoning Drugs And Adjusting Drugs For Plants’ Growth the Agriculture Ministry of the People’s Republic of China September 6, 1989,
and amended on December 25, 1997 has been replaced by the Regulations on the Registration of Fertilizers issued by the Ministry of
Agriculture of the People’s Republic of China on June 23, 2000

3.

Rules of Sampling of Imported Animal Medicine the Ministry of Agriculture of the People’s Republic of China January 9, 1991 has been
annulled by the Rules of Sampling for Quality Supervision over Animal Medicine issued by the Ministry of Agriculture of the People’s
Republic of China on December 10, 2001

4.

Regulations on Aquatic Breeding Seedlings issued by the Ministry of Agriculture of the People’s Republic of China on June 9, 1992
and amended on December 25, 1997 has been annulled by the Regulations on Aquatic Breeding Seedlings issued by the Ministry of Agriculture
of the People’s Republic of China on December 10, 2001

5.

Rules of Inspection and Sampling for Supervision over Animal Medicine the Ministry of Agriculture of the People’s Republic of China
July 5, 1993 has been annulled by Rules of Sampling or Quality Supervision over Animal Medicine issued by the Ministry of Agriculture
of the People’s Republic of China on December 10, 2001

6.

TInterim Regulations on the Production And Trading of Crop Seeds the Ministry of Agriculture of the People’s Republic of China and
the State Administration for Industry and Commerce April 16, 1996 has been replaced by the Regulations on the Production And Business
License for Crop Seeds issued by the Ministry of Agriculture of the PRC on February 26, 2001

7.

Regulations on Biologic Products for Animals the Ministry of Agriculture of the PRC May 28, 1996 has been annulled by the Regulations
on Biologic Products for Animals issued by the Ministry of Agriculture of the People’s Republic of China on October 16, 2001

8.

Examination And Approval Measures for Main Crop Varieties of the Country the Ministry of Agriculture of the People’s Republic of China
October 10, 1997 has been annulled by the Examination And Approval Measures for Main Crop Varieties issued by the Ministry of Agriculture
of the People’s Republic of China on February 26, 2001

9.

Circular Concerning the Disproval of Importing Sike Sorghum Seeds the Former National Animal and Plant Quarantine Bureau of the Ministry
of Agriculture of the PRC became invalid on October 26, 1995

10.

Proclamation on the Approval to Import kiwi fruit from New Zealand the Ministry of Agriculture of the People’s Republic of China became
invalid on June 17, 1997

11.

Circular on the Approval to the Trial Sale of Meat Products of the Thirteen Producing Enterprises in France, Denmark, Belgium and
U.S.A. the former National Animal and Plant Quarantine Bureau of the Ministry of Agriculture of the People’s Republic of China became
invalid on March 24, 1998



 
The Ministry of Agriculture
2001-12-12

 







CIRCULAR OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON AMENDING SOME RULES AND REGULATIONS CONCERNING ENTERPRISES WITH FOREIGN INVESTMENT

The Ministry of Foreign Trade and Economic Cooperation

Circular of the Ministry of Foreign Trade and Economic Cooperation on Amending Some Rules and Regulations Concerning Enterprises with
Foreign Investment

WaiJingMaoZiTongJinHan [2001] No.934

October 12, 2001

Foreign Trade and Economic Cooperation Committees (Departments, Bureaus) of all provinces, autonomous regions, municipalities directly
under the Central Government and municipalities separately listed on the State plan:

Some enterprise with foreign investment import management documents have been amended according to requirements for consolidating
the regulations and rules of this Ministry with a view to get preparation for the entrance to the WTO, and the detailed amendment
is circulated as follows:

1.

Regulatory provisions concerning import of sugar, vegetable oil and woolen for processing trade as stipulated in the Interim Measures
on Import Quota Control of Processing Trades Using Sugar, Cotton, Vegetable Oil and Woolen as Raw Materials by Enterprises with Foreign
Investment (WaiJingMaoZiFa [1997] No. 810) have been suspended according to Document No. 35 of the State Council. Regulations on
import management of processing trade of cotton shall remain to be effective.

2.

Article 2 of the Circular on Relevant Matters Concerning the Examination and Approval of Paper Product Processing Trade by Enterprises
with Foreign Investment (WaiJingMaoZiSanHanZi [1998] No.125) shall be amended as follows: The bank guaranty account system carried
out in the processing trade stipulated in the Guide Catalog of Foreign-funded Industries (GuoHan [1995] No.109) and relevant adjustments
on processing trade policies stipulated in the Document GuoFa [1999] No. 35, the State Council, shall be the main criteria in the
examination and approval of paper product processing trade projects or businesses by enterprises with foreign investment.

3.

Article 3 of the Circular on Relevant Matters Concerning Strictly Examining, Approving and Issuing the Import and Export Permission
to Enterprises with Foreign Investment (WaiJingMaoZiFa [1991] No.372) shall be repealed.

4.

Provision that “the export scale of commodities subject to export licenses available on the basis of export contracts in the export
business of enterprises with foreign investment according to shall not be subject to examination and ratification” shall be added
into the Circular on Reaffirming Using Foreign-funded Projects to Apply for Export Quota and Permission (WaiJingMaoErZi [1987] No.134).

This is the notification.



 
The Ministry of Foreign Trade and Economic Cooperation
2001-10-12

 







CIRCULAR OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTING THE PROVISIONS ON THE RELEVANT ISSUES CONCERNING THE IMPLEMENTATION OF THE ACCOUNTING REGULATIONS FOR ENTERPRISES BY ENTERPRISES WITH FOREIGN INVESTMENT

The Ministry of Finance

Circular of the Ministry of Finance on Printing and Distributing the Provisions on the Relevant Issues Concerning the Implementation
of the Accounting Regulations for Enterprises by Enterprises with Foreign Investment

CaiKuai [2001] No.62

November 29,2001

In order to further standardize the accounting practices of enterprises with foreign investment and to unify the accounting standards
for enterprises, this Ministry has enacted the Provisions on the Relevant Issues Concerning the Implementation of the Accounting
Regulations for Enterprises by Enterprises with Foreign Investment, please assign the Provisions to your affiliated enterprises with
foreign investment for implementation accordingly. If there is any problem in the implementation of the Accounting Regulations for
Enterprises, please inform this Ministry by letter without delay.

Attachment:Provisions on the Relevant Issues Concerning the Implementation of the Accounting Regulations for Enterprises by Enterprises with
Foreign Investment

From January 1, 2002, enterprises with foreign investment shall implement the Accounting Regulations for Enterprises (CaiKuai [2000]
No.25) promulgated by the Ministry of Finance on December 29, 2001. The Accounting Regulations of the People’s Republic of China
for Enterprises with Foreign Investment (CaiKuaiZi [92] No.33) promulgated by the Ministry of Finance on June 24, 1992 and the relevant
provisions on accounting classifications and accounting statements (hereinafter referred to as “accounting regulations for enterprises
with foreign investment) shall be nullified simultaneously. The relevant issues concerning the implementation of the Accounting Rules
for Enterprises by enterprises with foreign investment are hereby specified as follows:

1.

Where the accounting policies adopted by enterprises with foreign investment are changed as a result of the implementation of the
Accounting Rules for Enterprises, except the following changes that are required to be dealt with based on the method of retroactive
adjustment, the method of afterward application shall be adopted for the other changes:

1)

Disposition of the provision for price falling of short-term investments and the provision for depreciation of long-term investments,
fixed assets, projects under construction and loans by mandate that are set up according to the Accounting Rules for Enterprises.
The method of retroactive adjustment shall be applied for the difference between the provision for bad debts of accounts receivable
as well as the provision for price falling of inventories set up according to the Accounting Rules for Enterprises and that set up
according to the former regulations.

2)

The investments that were made before the day on which the Accounting Rules for Enterprises took effect but were still held on that
day shall be dealt with according to the provisions of the Accounting Rules for Enterprises from the day on which the Accounting
Rules for Enterprises took effect, namely the investments and the investment incomes that had been recognized according to the accounting
regulations for enterprises with foreign investment shall not be adjusted retroactively; and the recognition of investment incomes
and the adjustment of investment book value thereafter shall be dealt with according to the provisions of the Accounting Rules for
Enterprises.

3)

In the implementation of the Accounting Rules for Enterprises by an enterprise with foreign investment, if the balance of the starting
expenses not yet amortized and of the exchange losses during the preparation period is relatively large, and significant impact will
be caused to the enterprise’s profits if the balance is directly transferred to the current profits and losses, the method of retroactive
adjustment may be applied. If the balance of the starting expenses not yet amortized and of the exchange losses during the preparation
period is relatively small and no significant impact will be caused to the enterprise’s profits with the balance directly transferred
to the current profits and losses, the balance may be directly transferred to the current profits and losses.

2.

In the implementation of the Accounting Regulations for Enterprises by an enterprise with foreign investment, the other relevant issues
shall be dealt with according to the following provisions:

1)

Balance of the category of “marketable securities” shall be transferred to the category of “short-term investments”.

2)

Balance of the category of “prepaid payments” and balance of the category of “payments received in advance” shall be separately transferred
to the category of “prepaid accounts” and the category of “accounts received in advance”.

3)

Balance of the category of ” provision for losses from sale of inventory” shall be transferred to the category of “provision for price
falling of inventory”.

4)

Credit balance of the “exchange losses during the preparation period” shall be dealt with according to the different circumstances:
those retained to be disposed of until liquidation shall be transferred to the category of “long-term expenses to be amortized”;
those retained for offsetting the annual losses occurring during the operation period of the enterprise shall be transferred to the
category of “long-term expenses to be amortized”; with respect to those written off by equal installments over 5 years after the
commencement of operations, if significant impact will be caused to the enterprise’s profits with the balance directly transferred
to the current profits and losses, the method of retroactive adjustment may be applied; if no significant impact will be caused to
the enterprise’s profit with the balance directly transferred to the current profits and losses, the balance may be directly calculated
as the current profits and losses.

5)

Balance of other deferred expenses shall be dealt with according to the different circumstances: those that will benefit the future
accounting periods shall be transferred to the category of “long-term expenses to be amortized”; and those that can’t benefit the
future accounting periods shall be calculated as the current profits and losses.

6)

Balance of the category of “deferred investment losses” shall be dealt with according to the different circumstances: the debit balance
shall be transferred to the category of “long-term expenses to be amortized”; and the credit balance shall be transferred to the
category of “deferred incomes”.

7)

Corporate bonds payable, and the premium or discount balance of corporate bonds payable shall be transferred to the category of “bonds
payable”.

8)

Balance of the category of “wages payable” (or “wages and welfares payable”) shall be dealt with according to the different circumstances:
those that fall within the total amount of wages payable to the employees (including various kinds of wages, bonus, and subsidies,
etc. within the total amount of wages) shall be shown in the category of “wages payable”; those that fall within the retirement or
old-age pension fund, insurance and welfare expenses, and various kinds of State allowances payable to the employees of the Chinese
party shall be transferred to the category of “welfare payable expenses”.

9)

The category of “welfare payable expenses”, except calculating the items transferred from the category of “wages payable”, shall only
calculate the employee bonus and welfare fund extracted from the profit after taxation by the enterprise with foreign investment
according to the provisions as well as the use of the fund. Other welfare expenses shall be directly calculated as the profits and
losses of the period those expenses occur.

10)

Balance of the categories of “reserve fund”, “enterprise expansion fund”, and “profits returned for investment” shall be transferred
to the category of “surplus reserve”.

11)

The item of “deferred incomes” shall be added under the item of “estimated debts” in the balance sheet. The item of “among which,
the investment of Chinese party (terminal balance of non-Renminbi capital ___) and the investment of foreign party (terminal sum
of non-Renminbi capital ___)” shall be added under the item of “paid-in capital” in the balance sheet.

12)

Tourism enterprises with foreign investment shall, on the basis of implementation of the Accounting Regulations for Enterprises and
these Regulations, fill in the profit statements and the attachments thereof in the format as specified in the Accounting Classifications
and Accounting Statements of Tourism Enterprises with Foreign Investment for the present time.

3.

In the case of adjustment by the retroactive method, in the drawing up of a comparative accounting statement, according to the changes
of accounting policies during the period of the comparative accounting statement, the net profits and losses and other relevant items
of that period shall be adjusted, and those policies shall be regarded as having been applied during the period of comparative accounting
statement. And according to the accumulative impact of the changes of accounting policies before the comparative period of the comparative
accounting statement, the initial retention of income of the earliest period of the comparative accounting statement shall be adjusted,
and the figures of other relevant items shall also be adjusted.



 
The Ministry of Finance
2001-11-29

 







INTERPRETATION BY THE STANDING COMMITTEE OF NATIONAL PEOPLE’S CONGRESS REGARDING ARTICLES 228, 342 AND 410 OF THE CRIMINAL LAW

Interpretation by the Standing Committee of National People’s Congress Regarding Articles 228, 342 and 410 of the Criminal Law of
the People’s Republic of China

(Adopted at the 23rd Meeting of the Standing Committee of the Ninth National People’s Congress on August 31, 2001) 

Having discussed the implications of “in violation of the rules and regulations on land administration” prescribed by Articles 228,
“in violation of the law or regulations on land administration” prescribed by Article 342 and “violation the law and regulations
on land administration” prescribed by Article 410 of the Criminal Law and “illegally approves the requisition or occupation of land”
prescribed by Article 410 of the Criminal Law, the Standing Committee of National People’s Congress gives the interpretation as follows: 

“In violation of the law or regulations on land administration” prescribed by Article 228, “in violation of the rules and regulations
on land administration” prescribed by Articles 228, “in violation of the law or regulations on land administration” prescribed by
Article 342 and “violation the law and regulations on land administration” prescribed by Article 410 of Criminal Law mean violation
of the provisions on land administration prescribed by laws such as the Land Administration Law, Forestry Law, Grassland Law and
other relevant administrative regulations. 

“Illegally approves the requisition or occupation of land” prescribed by Article 410 of the Criminal Law means illegally approving
the requisition or occupation of farmland such as cultivated land, forestland and other land. 

This Interpretation is hereby announced.

Notice: All Rights Reserved to the Legislative Affairs Commission of the Standing Committee of the National People’s Congress.







CIRCULAR OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON ISSUING THE PROVISIONS FOR THE CONTROL OF ENTERPRISES’ QUALIFICATION TO ENGAGE IN IMPORT AND EXPORT BUSINESS

The Ministry of Foreign Trade and Economic Cooperation

Circular of the Ministry of Foreign Trade and Economic Cooperation on Issuing the Provisions for the Control of Enterprises’ Qualification
to Engage in Import and Export Business

WaiJingMaoMaoFa [2001] No.370

July 10, 2001

With a view to speeding up the reform of foreign trade operation system and promoting and standardizing the import and export business
by various enterprises, the Ministry has formulated the Provisions for the Control of Enterprises’ Qualification to Engage in Import
and Export Business, which are hereby issued for your implementation.

This is hereby notified. Attachment:Provisions for the Control of Enterprises’ Qualification to Engage in Import and Export Business

With a view to speeding up the reform of foreign trade operation system and promoting and standardizing the import and export business
by various enterprises, certain problems concerning enterprises’ qualification to engage in import and export business are provided
as follows:

I.

A registration and verification system shall be adopted for the control of enterprises’ qualification to engage in import and export
business, with the principles of voluntary application, openness and transparency, unity and standardization, and supervision according
to law. The control of the qualification to engage in import and export business of enterprises of various ownerships (excluding
enterprises with foreign investment, enterprises of commercial goods and materials, supply and marketing cooperatives, enterprises
of small-sum border trade, and enterprises in special economic zones and Pudong New Zone. Same below) shall be conducted with unified
standards and measures

The Commission (Department, Bureau) of Foreign Economic Relations and Trade of various provinces, autonomous regions, provincial-level
municipalities, municipalities separately listed on the State plan and Harbin, Changchun, Shenyang, Xi’an, Chengdu, Nanjing, Wuhan,
Guangzhou, Zhuhai and Shantou, and the Bureau of Foreign Economic Relations and Trade of Xinjiang Production and Construction Corps
(hereinafter referred to as the authorized license-issuing organ) shall be authorized by the Ministry of Foreign Trade and Economic
Cooperation to handle the registration of enterprises’ qualification to engage in import and export business and issue the People’s
Republic of China Certificate of Import and Export Enterprise.

II.

Enterprises’ qualification to engage in import and export business shall be controlled according to their registered or verified business
scope under the following classification:

1.

qualification to engage in foreign trade (engaging in the import and export of various goods and technologies, with the exception
of those of which the business is limited by the state to certain companies or of which the import and export are forbidden).

2.

Manufacturing Enterprises’ qualification to engage in import and export business (engaging in the export of their own products and
the import of machines and other equipment, spare parts and raw and supplementary materials for their own use, with the exception
of those goods and technologies of which the business is limited by the state to certain companies or of which the import and export
are forbidden).

When verifying or registering enterprises’ scope of import and export business, the Ministry of Foreign Trade and Economic Cooperation
and the authorized license-issuing organ shall no longer indicate the methods of conducting trade. The enterprises may engage in
import and export business with various methods according to the relevant provisions of the state.

III.

Requirements for Enterprises Applying for the qualification to Engage in Import and Export Business and Materials Required to Be Submitted
for Such Application

1.

Requirements for Enterprises Applying for the Qualification to Engage in Foreign Trade and Materials Required to Be Submitted for
Such Application

(1)

Requirements

(a) The enterprise shall have a corporate capacity, have been established for at least one year, registered with the administrative
department for industry and commerce and obtained the Business License for Enterprise Legal Person, and gone through the annual inspection
according to the relevant provisions of the state;

(b) The registered capital (money) shall not be less than 5 million Renminbi Yuan (or 3 million Renminbi Yuan for those in the middle
or western regions; the currency is the same below);

(c) The enterprise must have gone through tax registration, paid taxes according to law and gone through the annual tax inspection
according to the relevant provisions of the state; and

(d) The legal representative or the person in charge of the enterprise was not the legal representative or the person in charge of
an enterprise that was revoked of their license for engaging in foreign trade in the past three years (referring to the case where
the enterprise was revoked of their license for engaging in foreign trade for their illegal or improper acts during his office of
the legal representative or person in charge).

(2)

Materials Required to Be Submitted

(a) A written application;

(b) A copy (that has been signed and sealed by the administrative department for industry and commerce) of the duplicate of the Business
License for Enterprise Legal Person that has gone through the annual inspection;

(c) A copy of the Certificate of Tax Registration that has gone through the annual inspection;

(d) A copy of the ID card of the legal representative as registered with the Business License for Enterprise Legal Person; and

(e) Other materials required to be submitted.

2.

Requirements for Applying for a Manufacturing Enterprise’s Qualification to Engage in Import and Export Business and Materials Required
to Be Submitted

(1)

Requirements

(a) The enterprise shall have a corporate capacity or be an enterprise of individual ownership or a partnership enterprise (hereinafter
all referred to as enterprise) established according to law, and shall have gone through the registration with the administrative
department for industry and commerce and obtained the Business License for Enterprise Legal Person or Business License;

(b) The registered capital (money) of the enterprise shall not be less than 3 million Yuan (or 2 million Yuan for enterprises in the
middle or western regions or minority nationality regions, or 1 million Yuan for scientific research institutes, high-tech enterprises
and manufacturing enterprises of mechanical and electrical products);

(c) The enterprise must have gone through tax registration and paid taxes according to law; and

(d) The legal representative or the person in charge of the enterprise was not the legal representative or the person in charge of
an enterprise that was revoked of their license for engaging in foreign trade in the past three years (referring to the case where
the enterprise was revoked of their license for engaging in foreign trade for their illegal or improper acts during his office of
the legal representative or person in charge).

(2)

Materials Required to Be Submitted:

(a) A written application;

(b) A copy (that has been signed and sealed by the administrative department for industry and commerce) of the duplicate of the Business
License for Enterprise Legal Person or Business License that has gone through the annual inspection;

(c) A copy of the Certificate of Tax Registration that has gone through the annual inspection;

(d) A copy of the Certificate of Chinese Organization Code;

(e) A copy of the ID card of the legal representative as registered with the Business License for Enterprise Legal Person or the person
in charge as registered with the Business License;

(f) In case of an enterprise of individual ownership or a partnership enterprise, a capital verification report rendered by an accounting
firm, auditing firm or other qualified capital verification institutions;

(g) In case of a high-tech enterprise or a manufacturing enterprise of mechanical and electrical products, a copy of the certificate
issued by the administrative department of science and technology or other department concerned; and

(h) Other materials required to be submitted.

IV.

The registration and verification of enterprises’ qualification to engage in import and export business shall be handled in accordance
with the prescribed procedure and requirements.

1.

Enterprises applying for the qualification to engage in import and export business shall submit their application to the authorized
license-issuing organ of the province or municipality where they are located. The authorized license-issuing organ shall accept the
application upon receiving all required materials.

For an application for a manufacturing enterprise’s qualification to engage in import and export business, the authorized license-issuing
organ shall, within 10 working days from receipt of the application, make a decision to approve or disapprove the registration thereof,
issue the People’s Republic of China Certificate of Import and Export Enterprise in case of approval, and give reasons for disapproval.

Applications for the qualification to engage in foreign trade shall be verified by the Ministry of Foreign Trade and Economic Cooperation.
Applications by local enterprises shall be submitted through the authorized license-issuing organ to the Ministry of Foreign Trade
and Economic Cooperation for verification; applications by central enterprises and their subsidiaries shall be submitted by the central
enterprises to the Ministry of Foreign Trade and Economic Cooperation for verification. The Ministry of Foreign Trade and Economic
Cooperation shall, within 10 working days from receipt of the report by the authorized licensed-issuing organ or the central enterprise,
make a decision to approve or disapprove the application. The authorized license-issuing organ shall issue the People’s Republic
of China Certificate of Import and Export Enterprise within 5 working days from receipt of the approval.

2.

The authorized license-issuing organ shall, upon the registration of an enterprise’s qualification to engage in import and export
business, file the materials submitted by the enterprise together with a copy of the issued People’s Republic of China Certificate
of Import and Export Enterprise and, through the network, submit the relevant data indicated in the People’s Republic of China Certificate
of Import and Export Enterprise to the Ministry of Foreign Trade and Economic Cooperation.

3.

The enterprise shall, by the People’s Republic of China Certificate of Import and Export Certificate, go through the relevant formalities
for the import and export business respectively with the administrative departments of industry and commerce, customs, quality supervision,
inspection and quarantine, foreign exchange control and tax authorities.

V.

The activities of various import and export enterprises shall be standardized. All enterprises having obtained the qualification to
engage in import and export business shall do their import and export business in accordance with laws, regulations and other relevant
provisions, and make customs declarations, apply for inspections, make settlement and use of exchange and handle export drawbacks
according to the relevant provisions of the state.

1.

No import and export enterprise may allow any others to conclude import or export contracts or make customs declarations, apply for
inspections, make settlement and use of exchange or handle export drawbacks in the name of their enterprise by affiliation or borrowing
their qualification to engage in import and export business. The enterprise shall strengthen their internal regulation, establish
and constantly improve an operational mechanisms of clear authority and responsibility and effective restrictive functions, prevent
selling either directly or in disguise the power to engage in import and export business, guard against illegal or improper acts
such as smuggling, illegally keeping or procuring foreign exchange and getting export drawbacks by fraud.

2.

Those engaging in the import and export of goods subject to quota or license control shall apply for such quota or license in accordance
with laws, regulations and other relevant provisions.

3.

The enterprise shall join the Chamber of Import and Export Enterprises according to the relevant provisions.

VI.

Various authorized license-issuing organs shall establish a proper contact system for the exchange of information with the administrative
departments of industry and commerce, customs, quality supervision, inspection and quarantine, foreign exchange control and tax authorities,
improve the measures for annual inspection of the People’s Republic of China Certificate of Import and Export Enterprise, and be
cooperative with the relevant departments in work.

1.

The authorized license-issuing organ shall conduct annual inspection on People’s Republic of China Certificates of Import and Export
Enterprise from January 1 to April 30 each year. Where conditions permit, the annual inspection may be conducted conjunctly with
other departments concerned.

2.

The authorized license-issuing organ shall determine whether an enterprise may continue to have the qualification to engage in import
and export business in the light of the materials submitted by the enterprise for annual inspection and materials provided by such
departments as customs, quality supervision, inspection and quarantine, foreign exchange control and tax authorities concerning the
business activities of the enterprise.

3.

The control of credit and files of the enterprises shall be improved. For any enterprise having been given an administrative punishment,
the authorized license-issuing organ shall have the illegal or improper business activities and the administrative punishment imposed
recorded in the enterprise’s People’s Republic of China Certificate of Import and Export Enterprise and, through the network, submit
the relevant data to the Ministry of Foreign Trade and Economic Cooperation.

The authorized license-issuing organ shall promptly have the list of the enterprises that are punished reported to the departments
concerned such as the departments of customs, industry and commerce, foreign exchange control and tax authorities, and conduct preventive
control over the business activities of the enterprises with bad records.

4.

In case of any changes in their name, place of business, legal representative or person in charge and scope of import and export business,
the enterprise shall modify the registration of the People’s Republic of China Certificate of Import and Export Enterprise with the
authorized license-issuing organ. The latter shall, through the network, submit the relevant data to the Ministry of Foreign Trade
and Economic Cooperation.

5.

It is forbidden to falsify, alter, lease, lend, transfer or sell the People’s Republic of China Certificate of Import and Export Enterprise.
No copy of the People’s Republic of China Certificate of Import and Export Enterprise shall be valid unless there is a seal of the
authorized license-issuing organ on it.

VII.

Further strengthen and improve the supervision and control system, impose on the enterprises committing illegal or improper acts administrative
punishment in strict conformity with law, and establish a control system for enterprises’ qualification to engage in import and export
business with both access and disqualification mechanisms.

1.

Any import and export enterprise engaging in smuggling or violating customs control shall be given an administrative punishment in
accordance with the Foreign Trade Law of the People’s Republic of China and the Interim Provisions for Administrative Punishment
Such as Warning, Suspension or Revocation of License of Foreign Trade or International Shipping Agent on Enterprises Committing Improper
Acts or Engaging in Smuggling (WaiJingMaoZhengFa No. [1998] 929, issued jointly by the Ministry of Foreign Trade and Economic Cooperation
and the General Administration of Customs; hereinafter referred to as the Interim Provisions).

2.

Any import and export enterprise illegally keeping or procuring foreign exchange shall be given an administrative punishment in accordance
with the Decision of the State Council on Resolutely Cracking Down the Act of Getting Export Drawbacks be Fraud and Giving Drastic
Penalties for Unlawful Acts in Financial and Taxation Fields (Guofa No. [1996] 4; hereinafter referred to as the Decision) and the
Interim Provisions of the Ministry of Foreign Trade and Economic Cooperation for Imposing Administrative Punishment on Foreign Trade
Enterprises Illegally Keeping or Procuring Foreign Exchange (WaiJingMaoJiCaiFa No. [1998] 713).

3.

Any import and export enterprise getting export drawbacks by fraud shall be given an administrative punishment in accordance with
the Decision and the Interim Provisions for Imposing Administrative Punishment on Enterprises Getting Export Drawbacks by Fraud (WaiJingMaoFaZhanFa
No. [2000] 513, issued jointly by the Ministry of Foreign Trade and Economic Cooperation and the State Administration of Taxation).

4.

Any import and export enterprise falsifying, altering, buying or selling import or export license, quota or certificate of origin
shall be given an administrative punishment in accordance with the Foreign Trade Law of the People’s Republic of China and the Interim
Provisions.

5.

Any enterprise failing to respond to action for the alleged dumping of their exported products shall be given an administrative punishment
in accordance with the Provisions for Encouraging and Urging Enterprises to Respond to Dumping Cases Abroad (WaiJingMaoFaZi [1999]
No. 3).

6.

Any enterprise affirmed by the customs, administrative departments of industry and commerce, quality supervision, inspection and quarantine
or judicial organ as exporting fake and shoddy goods shall be given a warning in case of exporting fake and shoddy goods in a volume
of less than 500,000 US dollars for the first time, or an administrative punishment of suspending their license for engaging in foreign
trade for a year in case of exporting fake and shoddy goods in a volume of not less than 500,000 but not up to 1 million US dollars
for the first time, or an administrative punishment of revoking their license for engaging in foreign trade in case of exporting
fake and shoddy goods in a volume of not less than 1 million US dollars for the first time or exporting fake and shoddy goods again
within two years after the last punishment.

7.

Any enterprise committing trademark infringement shall be given a punishment of suspending their license for engaging in foreign trade
for a year, if it has been punished by the customs or the administrative department for industry and commerce for their trademark
infringement that does not constitute a crime, or be given an administrative punishment of revoking their license for engaging in
foreign trade, if it has been affirmed by the judicial organ or ruled by an arbitral body as having committed grave trademark infringement
and caused heavy damages to the owner of the trademark.

8.

Enterprises whose license for engaging in foreign trade has been revoked may not make fresh application for the registration or verification
of the qualification to engage in import and export business in three years from the date of such revocation.

9.

Enterprises failing to apply for the People’s Republic of China Certificate of Import and Export Enterprise or go through the annual
inspection shall be regarded as automatically giving up and being cancelled of the qualification to engage in import and export business
and may not make fresh application for the registration or verification of the qualification to engage in import and export business
in a year from the such cancellation.

VIII.

Any personnel of the Ministry of Foreign Trade and Economic Cooperation or the authorized license-issuing organ, who violate these
Provisions, practice fraud, seriously neglect duty, abuse authority, practice graft, solicit or accept bribes, shall be given an
administrative sanction in the light of the circumstances or, in case of violation of criminal law, be investigated by the judicial
organ for their criminal responsibility according to law.

IX.

The authorized license-issuing organ shall report an enterprise to the administrative department for industry and commerce if the
legal representative or person in charge of the enterprise falls into any circumstances in which, according to the Provisions for
the Registration and Control of Legal Representatives of Enterprise Legal Persons, a person may not be the legal representative of
any enterprise, but the enterprise failed to make changes in the registration of their legal representative or person in charge.
Those having obtained the qualification to engage in import and export business shall be disqualified for such qualification, while
those being applying for the qualification to engage in import and export business shall be rejected.

X.

For requirements and control measures for the procurement of the qualification to engage in import and export business by enterprises
of commercial goods and materials, supply and marketing cooperatives, enterprises of small-sum border trade, and enterprises in special
economic zones and Pudong New Zone, the existing provisions shall continue to be applied.

XI.

Import and export companies established by manufacturing enterprises, which have already obtained the qualification to engage in import
and export business, shall be regarded as having obtained the qualification to engage in foreign trade, and such enterprises shall,
within the prescribed time limit, make changes in the registration of “form of business” in the People’s Republic of China Certificate
of Import and Export Enterprise with the original authorized license-issuing organ.

These Provisions shall come into force as of the date of issue. Any provisions inconsistent with these Provisions shall be abrogated
simultaneously.



 
The Ministry of Foreign Trade and Economic Cooperation
2001-07-10

 







AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE ON THE PROMOTION AND PROTECTION OF INVESTMENTS

AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE ON THE PROMOTION
AND PROTECTION OF INVESTMENTS

The Government of the People’s Republic of China and the Government of the Republic of Sierra Leone (hereinafter referred to as the
Contracting Parties),

Intending to create favorable conditions for investment by investors of one Contracting Party in the territory of the other Contracting
Party;

Recognizing that the reciprocal encouragement, promotion and protection of such investment will be conducive to stimulating business
initiative of the investors and will increase prosperity in both States;

Desiring to intensify the cooperation of both States on the basis of equality and mutual benefits;

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement,

1.

The term “investment” means every kind of asset invested by investors of one Contracting Party in accordance with the laws and regulations
of the other Contracting Party in the territory of the latter, and in particular, though not exclusively, includes:

(a)

movable and immovable property and other property rights such as mortgages and pledges;

(b)

shares, debentures, stock and any other kind of participation in companies;

(c)

claims to money or to any other performance having an economic value associated with an investment;

(d)

intellectual property rights, in particular copyrights, patents, trade-marks, trade-names, technical process, know-how and good-will;

(e)

business concessions conferred by law or under contract permitted by law, including concessions to search for, cultivate, extract
or exploit natural resources.

Any change in the form in which assets are invested does not affect their character as investments.

2.

The term “investor” means,

(a)

natural persons who have nationality of either Contracting Party in accordance with the laws of that Contracting Party;

(b)

economic entities, including companies, corporations, associations, partnerships and other organizations, incorporated and constituted
under the laws and regulations of either Contracting Party and have their seats in that Contracting Party.

3.

The term “return” means the amounts yielded from investments, including profits, dividends, interests, capital gains, royalties and
other legitimate income.

Article 2

PROMOTION AND PROTECTION OF INVESTMENT

1.

Each Contracting Party shall encourage investors of the other Contracting Party to make investments in its territory and admit such
investments in accordance with its laws and regulations.

2.

Investments of the investors of either Contracting Party shall enjoy the constant protection and security in the territory of the
other Contracting Party.

3.

Without prejudice to its laws and regulations, neither Contracting Party shall take any unreasonable or discriminatory measures against
the management, maintenance, use, enjoyment and disposal of the investments by the investors of the other Contracting Party.

4.

Subject to its laws and regulations, one Contracting Party shall provide assistance in and facilities for obtaining visas and working
permit to nationals of the other Contracting Party engaging in activities associated with investments made in the territory of that
Contracting Party.

Article 3

TREATMENT OF INVESTMENT

1.

Investments of investors of each Contracting Party shall all the time be accorded fair and equitable treatment in the territory of
the other Contracting Party.

2.

Without prejudice to its laws and regulations, each Contracting Party shall accord to investments and activities associated with such
investments by the investors of the other Contracting Party treatment not less favorable than that accorded to the investments and
associated activities by its own investors.

3.

Neither Contracting Party shall subject investments and activities associated with such investments by the investors of the other
Contracting Party to treatment less favorable than that accorded to the investments and associated activities by the investors of
any third State.

4.

The provisions of Paragraphs 1 to 3 of this Article shall not be construed so as to oblige one Contracting Party to extend to the
investors of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of:

(a)

any customs union, free trade zone, economic union and any international agreement resulting in such customs union, free trade zone,
economic union;

(b)

any international agreement or arrangement relating wholly or mainly to taxation;

(c)

any international agreement or arrangement for facilitating frontier trade.

Article 4

EXPROPRIATION

1.

Neither Contracting Party shall expropriate, nationalize or take other similar measures (hereinafter referred to as “expropriation”)
against the investments of the investors of the other Contracting Party in its territory, unless following conditions are met:

(a)

for the public interests;

(b)

under domestic legal procedure;

(c)

without discrimination;

(d)

against compensation.

2.

The compensation mentioned in Paragraph 1 of this Article shall be equivalent to the value of the expropriated investments immediately
before the expropriation is taken or the impending expropriation becomes public knowledge, which is earlier. The value shall be determined
in accordance with generally recognized principles of valuation. The compensation shall include interest at a normal commercial rate
from the date of expropriation until the date of payment. The compensation shall also be made without delay, be effectively realizable
and freely transferable.

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war, a
state of national emergency, insurrection, riot or other similar events in the territory of the latter Contracting Party, shall be
accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation and other settlements no
less favorable than that accorded to the investors of its own or any third State.

Article 6

REPATRIATION OF INVESTMENTS AND RETURNS

1.

Each Contracting Party shall, subject to its laws and regulations, guarantee to the investors of the other Contracting Party the transfer
of their investments and returns held in its territory, including:

(a)

profits, dividends, interests and other legitimate income;

(b)

proceeds obtained from the total or partial sale or liquidation of investments;

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

royalties in relation to the matters in Paragraph 1 (d) Article 1 ;

(e)

payments of technical assistance or technical service fee, management fee;

(f)

payments in connection with contracting projects;

(g)

earnings of nationals of the other Contracting Party who work in connection with an investment in its territory.

2.

Nothing in Paragraph 1 of this Article shall affect the free transfer of compensation paid under Article 4 of this Agreement.

3.

The transfer mentioned above shall be made in a freely convertible currency and at the prevailing market rate of exchange applicable
within the Contracting Party accepting the investments and on the date of transfer.

Article 7

SUBROGATION

If one contracting Party or its designated agency makes a payment to its investor under an indemnity given in respect of an investment
made in the territory of the other Contracting Party, the latter Contracting Party shall recognize the assignment of all the rights
and claims of the indemnified investor to the former Contracting Party or its designated agency, by law or by legal transactions,
and recognize the subrogation of the former Contracting Party or its designated agency to such rights or claims. The subrogated rights
or claims shall not be greater than the original rights or claims of the said investor.

Article 8

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

1.

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible,
be settled with consultation through diplomatic channel.

2.

If a dispute cannot thus be settled within six months, it shall, upon the request of either Contracting Party, be submitted to an
ad hoc arbitral tribunal.

3.

Such tribunal comprises of three arbitrators. Within two months of the receipt of the written notice requesting arbitration, each
Contracting Party shall appoint one arbitrator. Those two arbitrators shall, within further two months, together select a national
of a third State having diplomatic relations with both Contracting Parties as Chairman of the arbitral tribunal.

4.

If the arbitral tribunal has not been constituted within four months from the receipt of the written notice requesting arbitration,
either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to
make any necessary appointments. If the President is a national of either Contracting Party or is otherwise prevented from discharging
the said functions, the Member of the International Court of Justice next in seniority who is not a national of either Contracting
Party or is not otherwise prevented from discharging the said functions shall be invited to make such necessary appointments.

5.

The arbitral tribunal shall determine its own procedure. The arbitral tribunal shall reach its award in accordance with the provisions
of this Agreement and the principles of international law recognized by both Contracting Parties.

6.

The arbitral tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both Contracting Parties.
The arbitral tribunal shall, upon the request of either Contracting Party explain the reasons of its award.

7.

Each Contracting Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant
costs of the Chairman and tribunal shall be borne in equal parts by the Contracting Parties.

Article 9

SETTLEMENT OF DISPUTES BETWEEN INVESTORS AND ONE CONTRACTING PARTY

1.

Any legal dispute between an investor of one Contracting Party and the other Contracting Party in connection with an investment in
the territory of the other Contracting Party shall, as far as possible, be settled amicably through negotiations between the parties
to the dispute.

2.

If the dispute cannot be settled through negotiations within six months, the investor of one Contracting Party may submit the dispute
to the competent court of the other Contracting Party.

3.

Any dispute, if unable to be settled within six months after resort to negotiations as specified in Paragraph 1 of this Article, shall
be submitted at the request of either Party to

(a)

International center for Settlement of Investment Disputes (ICSID) under the Convention on the Settlement of Disputes between States
and Nationals of Other Sates, done at Washington on March 18, 1965; or

(b)

an ad hoc arbitral tribunal

provided that the Contracting Party involved in the dispute may require the investor concerned to exhaust the domestic administrative
review procedure specified by the laws and regulations of that Contracting Party before submission of the dispute the above-mentioned
arbitration procedure.

However, if the investor concerned has resorted to the procedure specified in Paragraph 2 of this Article, the provisions of this
Paragraph shall not apply.

4.

Without prejudice to Paragraph 3 of this Article, the ad hoc arbitral tribunal referred to in Paragraph 3 (b) shall be constituted
for each individual case in the following way: Each Party to the dispute shall appoint one arbitrator, and these two shall select
a national of a third State which has diplomatic relations with both Contracting Parties as the Chairman. The first two arbitrators
shall be appointed within two months of the written notice requesting for arbitration by either Party to the dispute to the other
and the Chairman shall be selected within four months. If, within the period specified above, the tribunal has not been constituted
either Party to the dispute may invite the Secretary General of the International Center for Settlement of Investment Disputes to
make the necessary appointments.

5.

The ad hoc arbitral tribunal shall determine its own procedure. However, the tribunal may, in the course of determination of procedure,
take as guidance the Arbitration Rules of the International Center for Settlement of Investment Disputes.

6.

The tribunal referred to in Paragraph 3 (a) and (b) of this Article shall reach its award by a majority of votes. Such award shall
be final and binding upon both parties to the dispute. Both Contracting Parties shall commit themselves to the enforcement of the
award.

7.

The tribunal referred to in Paragraph 3 (a) and (b) of this Article shall adjudicate in accordance with the law of the Contracting
Party to the dispute accepting the investment including its rules on the conflict of laws, the provisions of this Agreement as well
as the applicable principles of international law.

8.

Each Party to the dispute shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The
relevant costs of the Chairman and tribunal shall be borne in equal parts by the parties to the dispute and the tribunal may in its
award direct that a higher proportion of the costs be borne by one of the parties to the dispute.

Article 10

OTHER OBLIGATIONS

1.

If the legislation of either Contracting Party or international obligations existing at present or established hereafter between the
Contracting Parties result in a position entitling investments by investors of the other Contracting Party to a treatment more favorable
than is provided for by the Agreement, such position shall not be affected by this Agreement.

2.

Each Contracting Party shall observe any commitments it may have entered into with the investors of the other Contracting Party as
regards to their investments.

Article 11

APPLICATION

This Agreement shall apply to investments, which are made prior to or after its entry into force by investors of either Contracting
Party in accordance with the laws and regulations of the other Contracting Party in the territory of the latter.

Article 12

RELATIONS BETWEEN CONTRACTING PARTIES

The provisions of the present Agreement shall apply irrespective of the existence of diplomatic or consular relations between the
Contracting Parties.

Article 13

CONSULTATIONS

1.

The representatives of the Contracting Parties shall hold meetings from time to time for the purpose of:

(a)

reviewing the implementation of this Agreement;

(b)

exchanging legal information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

2.

Where either Contracting Party requests consultation on any matter of Paragraph 1 of this Article, the other Contracting Party shall
give prompt response and the consultation be held alternatively in Beijing and Freetown.

Article 14

ENTRY INTO FORCE, DURATION AND TERMINATION

1.

This Agreement shall enter into force on the first day of the following month after the date on which both Contracting Parties have
notified each other in writing that their respective internal legal procedures necessary therefore have been fulfilled and remain
in force for a period of ten years.

2.

This Agreement shall continue in force if either Contracting Party fails to give a written notice to the other Contracting Party to
terminate this Agreement one year before the expiration of the period specified in Paragraph 1 of this Article.

3.

After the expiration of initial ten years period, either Contracting Party may at any time thereafter terminate this Agreement by
giving at least one year’s written notice to the other Contracting Party.

4.

With respect to investments made prior to the date of termination of this Agreement, the provisions of Article 1 to 3 shall continue
to be effective for a further period of ten years from such date of termination.

In Witness Whereof the undersigned, duly authorized thereto by respective Governments, have signed this Agreement.

Done in duplicate at Freetown on 16th May, 2001 in the Chinese and English languages, both texts being equally authentic.

For the Government of￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿For the Government of

The People’s Republic of China￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿ ￿￿￿￿The Republic of Sierra Leone



 
The Government of the People’s Republic of China
2001-05-16

 







MEASURES FOR THE ADMINISTRATION OF THE LISTED COMPANY ISSUING NEW SHARES

e00241,e00283,e016292001032820010328The China Securities Regulatory CommissionOrder of the China Securities Regulatory CommissionNo.1Measures for the Administration of the Listed Company Issuing New Shares is promulgated and shall enter into force as of the date
of promulgation.
The President of CSRC Zhou XiaochuanFebruary 25, 2001epdf/e02408.pdfIlisted company, new shares, issuee02408Measures for the Administration of the Listed Company Issuing New SharesChapter I General ProvisionsArticle 1 These measures are formulated for the purpose of regulating the listed company’s issuing new shares, in accordance with the regulations
provided in the Corporation Law of the People’s Republic of China (hereinafter referred to as the corporation law), the Securities
Law of the People’s Republic of China (hereinafter referred to as the securities law) as well as other relative laws and regulations.
Article 2 These measures will apply to issuing the new shares to the public by the listed company.“Issuing the new shares to the public by the listed company” mentioned in these measures refers to rationing the shares among existing
shareholders (hereinafter referred to as “shares ration”) and to issuing shares to the public (hereinafter referred to as ” issue
more shares”).
Article 3 The said new shares issued by the listed company shall be subscribed in cash on the basis of the same price for the same share.Article 4 The funds raised by the listed company through issuing the new shares shall not be used to invest in such financial institutions as
the commercial bank and the securities company.
Article 5 When the listed company applies for issuing new shares, the securities company qualified as main underwriter shall act as the recommender
and the main underwriter.
Article 6 China Securities Regulatory Commission (hereinafter referred to as “CSRC”) shall exercise supervision and administration over the
activities concerning the listed company’s issuing new shares.
Article 7 The specific measures for regulating the listed company issuing new shares by other means will be formulated otherwise.Chapter II Conditions and noteworthy Matters for Issuing New SharesArticle 8 The conditions specified in the corporation law and the securities law shall be met when the listed company applies for issuing new
shares.
Article 9 The following requirements also shall be met when the listed company applies for issuing new shares:1.Being a perfect legal person, the listed company shall be separate from other legal person or organization and/or affiliated enterprise
by which it is actually controlled in personnel, assets and financial affairs, in order to assure the independence of its personnel
and finance and the integration of its assets;
2.Its articles of association shall be in accordance with the corporation law and the Guidelines for the Articles of Association of
the Listed Company;
3.The notice, the convening form, the voting formula and the contents of the resolutions concerning the shareholders’ meeting shall
conform to the corporation law and the relative regulations.
4.The purpose of the funds raised through issuing new shares this time shall be in keeping with the state industrial policy;5.The amount raised through issuing new shares this time shall not be over that approved by the shareholders’ meeting necessarily for
the proposed investment project;
6.The funds and assets are not possessed by any individual or legal person or other organization, or the affiliated persons hereto,
by which it is actually controlled, and there is no other major affiliated transaction that will injure its rights and interests;
7.Its major purchase or sale of the assets shall be in accordance with the relative regulations of CSRC;8.Other requirements specified by CSRC.Article 10 The listed company will not be granted by CSRC to issue new shares in any of the following cases:1.The company has committed major illegal acts for the last 3 years;2.The company changes the purpose of the raised funds as described in the prospectus without authorization and fails to correct it,
or the action failed to obtain the approval of the shareholders’ meeting;
3.The company’s accounting documents for the last 3 years contains any falsehoods, misleading statements or major omissions; or the
accounting documents about the assets obtained from its reorganization and those after the reorganization contains falsehoods, misleading
statements or major omissions;
4.The prospectus contains any falsehoods, misleading statements or major omissions;5.The company offers guaranty for the shareholder’s debt for the debt of his related company or individual;6.Other cases specified by CSRS.Article 11 As the main underwriter, the securities company shall pay special attention to the following matters, which shall be explained in
its investigation report:
1.Affiliated transactions, which can seriously affect its operational capability and earnings;2.Compared with other companies of the same nature, its main financial index such as the receivable turnover and the inventory turnover
are abnormal and likely to cause serious risks;
3.Its incremental cash flow is less than zero and so is the aggregate cash flow arising from the operational activities, which may cause
the payment difficult.
4.The utilization of the raised funds by the company didn’t conform to its promise made in the prospectus, and the inputting directions
were changed frequently and the utilizing effect didn’t reach the level it had disclosed;
5.Its financing plan through issue does not match the funds demand of the investment project and the utilizing turnover, and the investment
project lacks of adequate demonstration;
6.After the previous issue was finished, the listed company’s return dropped sharply; or the realized profit didn’t reach 80% of that
predicted;
7.It hasn’t distributed dividend for the past three years and the board of directors hasn’t made reasonable explanation hereby.8.The company lacks the safe accounting policy;9.Most of its funds are idle, the funds are lent and lodged without a safe and effective control, or the management of the funds is
entrusted to others;
10.The assets-liabilities ratio is too low to finance by capital stock, which otherwise may cause its financial structure more unreasonable;
or it has financial surplus for lacking of definite investment directions;
11.The company has a large amount of contingent liability, and serious risks exist;12.The company is involved in significant arbitrations or lawsuits;13.The company’s internal control system has major defects;14.The company may not have potential for sustainable development and there exist great uncertainties in its operation.15.The company has been publicly criticized by CSRC, or been publicly condemned by the stock exchange, for its violations of its obligation
of information disclosure or its failure to report for the last year;
16.The board of directors fails to perform its promise made to all the shareholders;17.The company failed to finish the rectification and reform in the specified period according to the requirements in the notice issued
by CSRC and its agencies.
Chapter III Procedure of Issue and Matters Needing Exanimation and ApprovalArticle 12 The appointment of the main underwriter shall be determined by the board of directors of the listed company. After the investigation
with duty care has been completed, the main underwriter shall consult the plan for issuing the new shares with the board of directors
and agree to recommend the company to CSRC hereby.
Article 13 When the listed company applies for issuing new shares, it shall make resolutions in respect of the following matters according to
the requirements herein:
1.The board of directors shall make resolutions on such matters as whether or not this issue conforms to the measures herein, the exact
plan of issue, the feasibility of utilization of the raised funds, and how the funds raised last time is utilized, then the board
shall submit the resolutions to the shareholder’s meeting for approval.
2.The shareholders’ meeting shall, case by case, take votes on such matters as the quantity issued, pricing method or price (including
the price flexibility), object issued, the purpose and the amount of raised funds, the effective period of the resolution, and the
special authorization given to the board of the directors for handling the issuance etc..
Article 14 During the time period from the listed company filing the application for issuing new shares to the issue, if any of the significant
incidents provided in article 62 of the Securities Law and the noteworthy matter provided in article 11 of this Measures occurs,
the listed company shall timely notify the main underwriter, and shall report the said circumstances to CSRC and to the stock exchange
within 2 working days. At the same time, it shall modify the documents concerning issue application. If an approval of the shareholders’
meeting is needed, the board of directors shall convene the shareholders’ meeting in time.
Article 15 In case of applying for issuing new shares, the listed company shall compose certain documents for issue application according to
the requirements of CSRC.
Article 16 If the listed company’s financial statements for the past three years are audited by the certified public accountants and thus auditor’s
standard reports without reservation are issued, the listed company shall provide the said reports audited for the past three years
in the application documents; if the issue application is filed in the second half of the year, its interim financial statement promulgated
in that year is also needed.If the certified public accountant has issued non-standard audit report without reservation in respect of its financial statement
for the past three years, it shall be deemed that the matters concerned have no substantial effect on the company or the effect has
been eliminated, and the matters contrary to the legality and the fairness and the consistence have been rectified; the company shall,
in the application documents, provide the audited financial statement for the past three years and the supplemented view issued,
at the time of application, by the certified public accountant in respect of whether the matters related to the said audit report
have been eliminated or corrected; in case that the issue application is filed in the second half of the year, its interim financial
statement of the current year is also needed; in case that the issue application is filed in the first half of the year while it
is predicted that the shares will be issued at the second half of the year, its interim financial statement audited of the current
year shall be supplemented after the promulgation of the interim report.The listed company, whose listing is no more than three years or whose significant reorganization is no more than one accounting year
from the reorganization to the time of this issue, shall provide the financial statement according to the second paragraph in this
article.
Article 17 The commission for authorizing issue will examine the application for issuing new shares, and CSRC will make the decision of approval
on the basis of the said commission’s opinion.
Article 18 After the issue application is approved by CSRC, the listed company shall consult such matters as the listing time of the new shares
and registration with the stock exchange.
Article 19 The specific operation of the listed company’s issuing more shares shall be conducted according to the relative regulations of CSRC.
Before determining the issuing price of the shares, the listed company may send the letter of intent, which shall read:” all the
contents in the said letter of intent will constitute irrevocable part of the prospectus and have the same legal effect as the prospectus.”The main underwriter and the listed company shall compose the prospectus after determining the issuing price according to the investors’
underwriting intents, and then they shall report it to CSRC for record.
Article 20 The listed company, whose issue application is not approved, will not be allowed to file the same application again within 6 months
as of the date on which CSRC dismisses its application.
Article 21 The listed company and the main underwriter shall issue an letter of guarantee, in which they shall guarantee that they will keep
secret before the information on the said issue is made public, and shall not provide any finical aid to or make any compensation
for those organizations involving rationing shares during the issuing of more shares.
Chapter IV Disclosure of InformationArticle 22 When the listed company has decide to issue new shares, it shall disclose information concerned according to the following requirements:1.The resolution about the issue shall be submitted to the stock exchange within 2 working days after it is passed by the board of directors
for announcing the notice on convening the shareholders’ meeting.The said notice shall contain the following contents: the resolution by the board of directors, the special plan needed to be voted
at the shareholders’ meeting, the statement of the board of directors concerning the use of the last funds raised, the certified
public accountant’s special report on the use of the last funds raised, and shall contain the words” the resolution is still to be
submitted to CSRC after it has been voted by the shareholder’s meeting”.
2.The board of directors shall, at least 5 working days before the convocation of the shareholder’s meeting, announce the assessment
report of the purchased assets, if the raised funds are used to purchase the assets (including rights and interests); if the listed
company will actually control the purchased enterprise or a consolidated statement is needed after finishing the purchase, it also
shall announce the purchased enterprise’s financial statements audited over the last accounting year, and undertake that the said
purchase will not deprive the listed company of its independence.The board of directors of the listed company shall, in the announcement, guarantee that the affiliated transactions related to the
said issue will maximally conform to the company’s interests, and will not damage the related shareholder’s interests nor will cause
horizontal competition;
3.Within 2 working days after the shareholders’ meeting has passed the issue plan, the listed company shall announce the shareholder’s
resolution, in which the words “the plan is still to be reported to CSRC for examination and approval”. In addition, it shall announce
those contents of the said plan changed by the shareholders’ meeting.
Article 23 Within 2 days after its receipt of CSRC’s authorization, the listed company shall announce that it has been approved to issue new
shares.The listed company, whose issue application is not granted, shall announce that it hasn’t been approved to issue new shares, within
2 days after its receipt of CSRC’s notice.
Article 24 The listed company may announce its statement of shares ration or its letter of intent after it received the notice of CSRC authorizing
it to issue new shares.The listed company, which is authorized to ration the shares, shall, at least 5 working days before the date of registering the stock
equity, announce the statement of shares ration. During the time period from the date of announcing the statement of shares rationing
to stoppage of payment, the listed company shall announce, at least once again, the depositary place of the said statement and the
website designated by CSRC.After the issue price is determined, the listed company, which is authorized to issue more shares, shall announce the result of the
issue and shall indicate the depositary place of the share prospectus and the website designated by CSRC for the investors to consult.
Article 25 The statement of shares ration and the letter of intent announced by the listed company shall conform to those submitted to CSRC for
authorization. Only with CSRC’s approval before the announcement, can the said instruments be amended.
Article 26 If the listed company discloses the profitability when it issues more shares, it shall cautiously make such foresight and shall make
them audited by the certified public accountant qualified to practice securities, if there are uncertainty factors affecting the
profits predict, the listed company shall provide relative analysis and explanation in respect of the said factors.If the listed company doesn’t predict the profitability when it issues more shares, it shall mark the warnings at the striking positions
in the letter of intent and in the announcement and in the prospectus.
Article 27 After it has finished issuing the new shares, the listed company shall, in the annual reports for the past three years, continuously
disclose the effectiveness of the project invested by the funds raised this time.
Chapter V Legal LiabilityArticle 28 If the intermediary organization, which provides the service to the listed company in respect of issuing new shares, fails to perform
its obligation of diligence according to the regulations of CSRC, it shall be criticized publicly by CSRC and ordered to rectify
and reform in the specified period, during which CSRC will postpone accepting its documents issued.
Article 29 If the securities company is ordered to be rectified and reformed in the specified period for its failure to establish the internal
control system according to Guideline for Internal Control System of the Securities Company, CSRC will defer to accept its letter
of recommendation in respect of the listed company’s issuing new shares during the said period.
Article 30 If the listed company or the main underwriter divulges information concerned before the issue information is made public, CSRC will
give them public criticism and order the listed company to make an announcement of explanation.
Article 31 If the listed company and the main underwriter provide financial aid to, or, make compensation for the institution investor involving
the shares ration during the issuing of more shares, CSRC shall give them public criticism and order them to rectify immediately.
Article 32 After the listed company finishes issuing more shares, if its realized profits don’t reach the predicted amount for the reasons that
are beyond the managing personnel’s predict and control, its chief director, the certified public accountant hired by the company,
the legal representative of the securities company acting as the main underwriter, the operating officer and the person in charge
of the project shall make public explanation at the shareholders’ meeting as well as in the newspapers and periodicals designated;
if the realized profits fail to reach 80% of the predicted amount, the said persons shall, if there is no reasonable explanation,
apologize publicly in the newspapers and periodicals designated ; if the realized profits fail to reach 80% of the predicted amount,
CSRC will give public criticism to the listed company and will not accept its application for issuing new shares within 2 years after
the criticism is made.
Article 33 If the listed company’s weighted average ratio return on net assets fails to reach the rate of bank deposit interest for the same
period, its chief director, the legal representative of the securities company acting as the main underwriter, the operating officer
and the person in charge of the project shall make public explanation at the shareholders’ meeting as well as in the newspapers and
periodicals designated; if there is no reasonable explanation, the said persons shall apologize publicly in the newspapers and periodicals
designated, and CSRC will give public criticism to the listed company; if the listed company runs at a loss in the share-rationing
year, CSRC will not accept its application for issuing new shares within 2 years after the criticism is made.
Article 34 If the listed company which is not of an financial character invests the raised funds in such finical institutions as commercial bank,
securities company, CSRC shall criticize it publicly and order it to made rectification immediately.
Chapter VI Supplementary ProvisionsArticle 35 In principle, the said Measures shall be applicable to the issue of B shares in the territory of the People’s Republic of China by
the companies domestically listed B shares in foreign currencies.
Article 36 The Measures shall enter into force as of the date of promulgation. At the same time, the Circular Concerning the Questions of the
Listed Company’s Rationing Shares (ZhengJianFa [1999] No.12), Supplementary Circular Concerning the Questions of the Listed Company’s
Rationing Shares (ZhengJianGongSiZi [2000] No.21), Provisional Measures for the Listed Company’s Raising Capital from the Public
(ZhengJianGongSiZi [2000] No.42) and Provisional Measures for the Company Domestically Listed B Shares in Foreign Currencies Issuing
B Shares (ZhengWeiFa [1998] No.5) shall be nullified.



 
The China Securities Regulatory Commission
2001-03-28

 







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...