中国证券监督管理委员会关于规范境内上市公司所属企业到境外上市

证监发[2004]67号

（Issued by the China Securities Regulatory Commission on 10 August 2004.）

颁布日期：20040810 　实施日期：20040810 　颁布单位：中国证券监督管理委员会

Zheng Jian Fa [2004] No. 67

To all listed companies：

Pursuant to the provisions of laws and administrative regulations such as the Company Law， the Securities Law， and the State Council， Companies Limited by Shares Issuing Shares and Seeking a Listing Outside China Special Provisions， we hereby issue the following Circular on the issues relevant to the regulation of overseas listing of subordinate enterprises of domestic listed companies （Listed Companies）：

1. “Overseas listing of a subordinate enterprise of a Listed Company” refers to the public share offering and listing in an overseas securities market of a subordinate enterprise over which the Listed Company has controlling power （Subordinate Enterprise）。

2. If a Subordinate Enterprise applies for overseas listing， the Listed Company shall meet the following conditions：

（1） The Listed Company has been profitable in the most recent three years consecutively.

（2） The businesses and assets in which the Listed Company has invested with the proceeds from its share issues and share offerings within the most recent three fiscal years shall not be used as its capital contribution to the Subordinate Enterprise for the purpose of applying for overseas listing.

（3） The net profits of the Subordinate Enterprise that the Listed Company is entitled to according to the equity interests in the consolidated statements for the most recent fiscal year shall not exceed 50% of the net profits in the consolidated statements of the Listed Company.

（4） The net assets of the Subordinate Enterprise that the Listed Company is entitled to according to the equity interests in the consolidated statements for the most recent fiscal year shall not exceed 30% of the net assets in the consolidated statements of the Listed Company.

（5） There is no competition in the same industry between the Listed Company and the Subordinate Enterprise， and they are independent from each other in assets and finance， and have no cross employment of managers.

（6） The shares of the Subordinate Enterprise held by the directors， senior management personnel and affiliated personnel of the Listed Company and the Subordinate Enterprise shall not exceed 10% of the total share capital of the Subordinate Enterprise prior to the overseas listing.

（7） The funds or assets of the Listed Company are not in the possession of the person， legal person or other organization having actual controlling power or its affiliated party， and there are no major affiliated transactions that prejudice the interests of the company.

（8） The Listed Company has no acts of major violations of laws or regulations in the most recent three years.

3. In regards to the overseas listing matters of its Subordinate Enterprise， the Listed Company shall pass resolutions on the following matters pursuant to the requirements of this Circular：

（1） The board of directors shall pass a resolution on the compliance of overseas listing of the Subordinate Enterprise with this Circular， the overseas listing proposal of the Subordinate Enterprise， the undertakings of the Listed Company to maintain its independent listing status and the statement and prospects of its continuous profitability， and submit the same to the shareholders' general meeting for approval.

（2） The shareholders' general meeting shall consider， item by item， and vote on the overseas listing proposal of the Subordinate Enterprise， and the statement and prospects of the maintenance of the independent listing status and continuous profitability by the Listed Company specified in the proposal of the board of directors.

（3） If an arrangement is made for the directors and senior management personnel of the Listed Company to hold shares in the Subordinate Enterprise， the independent director shall solicit voting rights from the shareholders of floating shares （publicly held shares） in respect of such matter， and such matter shall be voted on independently and adopted by more than half of the voting rights of the shareholders of floating shares （publicly held shares） attending the shareholders' general meeting.

4. The Listed Company shall appoint a securities business institution that has been registered by the China Securities Regulatory Commission and included in the list of sponsor institutions as its financial consultant （Financial Consultant） for maintenance of continuous listing status. The Financial Consultant shall undertake the following duties and responsibilities：

（1） The Financial Consultant shall， in accordance with this Circular， conduct due diligence investigation and prudential verification on the overseas listing application documents of the Subordinate Enterprise of the Listed Company， issue a Financial Consultant report， undertake that it has sufficient reasons to believe that the application documents of the Listed Company do not contain falsehoods， misleading statements or material omissions， and that， the Listed Company will still have independent continuous listing status， and the remaining core assets and businesses have the ability to operate continuously after the overseas listing of the Subordinate Enterprise.

（2） The Financial Consultant shall， during the remaining time of the year in which the Subordinate Enterprise is listed overseas and the subsequent full fiscal year， continuously supervise and guide the Listed Company to maintain its independent listing status， and shall undertake the following work：

1） be continuously concerned with such details as the independent operation status and ability to operate continuously of the core assets and businesses of the Listed Company；

2） supervise and guide the Listed Company in its performance of the obligations of information disclosure according to law in respect of the changes in the assets and financial status of the Subordinate Enterprise that have a major effect on the rights and interests of the Listed Company， and other important information that affects the share price of the Listed Company； and

3） the Financial Consultant shall submit a “Continuous Listing Summary Report” to the China Securities Regulatory Commission and the stock exchanges within 10 working days after the continuous supervision and guidance work ends.

5. Where the Subordinate Enterprise is listed overseas， the Listed Company shall perform its obligations to disclose information on the following events on the day following their occurrence：

（1） The resolutions passed by the board of directors and the shareholders' general meeting on the overseas listing of the Subordinate Enterprise.

（2） The acceptance of the application submitted to the China Securities Regulatory Commission by the Subordinate Enterprise for overseas listing.

（3） The Subordinate Enterprise receives approval for overseas offering and listing.

（4） The Listed Company shall disclose to the domestic investors in a timely manner any major event disclosed to overseas investors by the Subordinate Enterprise that may cause unusual fluctuation in the share price. The Listed Company shall explain the business development of the Subordinate Enterprise in the major matters of the annual report.

6. The Financial Consultant shall comply with laws and administrative regulations， the provisions of the China Securities Regulatory Commission and the industry standards by reference to the provisions of the Sponsor System for Issuing and Listing of Securities Tentative Procedures， act in good faith and with due diligence， duly issue the relevant Financial Consultant reports and continuously supervise and guide the Listed Company to maintain its independent listing status. The China Securities Regulatory Commission shall implement regulation of the practice of Financial Consultants by reference to the Sponsor System for Issuing and Listing of Securities Tentative Procedures.

7. When the Subordinate Enterprise of a Listed Company applies for overseas listing， it shall prepare and submit the application documents and relevant materials as required by the China Securities Regulatory Commission. The China Securities Regulatory Commission shall implement administrative licensing on applications for overseas listing of Subordinate Enterprises of Listed Companies.

8. This Circular shall not apply to Listed Companies that simultaneously issue domestically-listed domestic investment shares and domestically-listed foreign investment shares.