关于外商投资股份有限公司非上市外资股转B股流通有关问题的补充

外经贸资一函[2002]902号

（Issued by the Ministry of Foreign Trade and Economic Cooperation on 16 August 2002.）

颁布日期：20020816 　实施日期：20020816 　颁布单位：对外贸易经济合作部

To the commission （office， bureau） of foreign trade and economic cooperation of each province， autonomous region， municipality directly under the central government and municipality with independent development plans：

In order to promote the healthy development of the domestic stock market and to further regulate activities involving the conversion to tradable B shares of non-listed foreign investment shares of foreign-invested companies limited by shares with B shares， we hereby notify you of related issues， as follows：

1. Non-listed foreign investment shares of foreign-invested companies limited by shares with B shares shall be allowed to be converted to B shares and to be traded （Conversion to Tradable B Shares）。 Conversions to Tradable B Shares must strictly adhere to the Foreign Investment Issues Relating to Listed Companies Several Opinions （ref. Wai Jing Mao Zi Fa [2001] No. 538）， issued by the Ministry of Foreign Trade and Economic Cooperation （MOFTEC） and the China Securities Regulatory Commission （CSRC） on 8 October 2001 and may not be approved ultra vires.

2. For the purposes of the preceding section， the term “foreign-invested companies limited by shares” means foreign-invested companies limited by shares whose establishment was approved by MOFTEC in accordance with the Certain Questions on the Establishment of Foreign-invested Companies Limited by Shares Tentative Provisions （MOFTEC Order 1 of 1995） and foreign-invested companies limited by shares whose establishment was approved prior to the promulgation of the said Tentative Provisions by a department authorized by MOFTEC in accordance with the Questions Relevant to the Establishment of Sino-foreign Companies Limited by Shares Circular （ref. [1992] Wai Jing Mao Zi Zong Han Zi No. 374）。 Non-listed foreign investment shares of foreign-invested companies limited by shares not established in accordance with these provisions may not be traded on the B share market.

3. In addition to meeting the relevant State requirements for listing and issuance of shares， Conversions to Tradable B Shares shall meet the following conditions：

（1） the applicant shall be a foreign-invested company limited by shares established according to relevant provisions and procedures；

（2） the applicant shall comply with the policy on foreign investment in industry；

（3） if the holders of the non-listed foreign investment shares to be converted to tradable B shares are subject to special obligations and responsibilities （including， but not limited to， the provision of shareholder loans or loan guarantees， the transfer of technology， the licensing of trademarks， etc.） as required by the applicant's articles of association， shareholders' agreement and other legal documents and by laws and regulations， the above-mentioned obligations and responsibilities shall be satisfied prior to application for Conversion to Tradable B Shares；

（4） the applicant shall have passed the joint annual inspection of foreign-invested enterprises， and been continuously profitable， for both of the two years immediately prior to application；

（5） the holders of the non-listed foreign investment shares to be converted to tradable B shares shall have held such shares for more than one year； and

（6） after conversion of the non-listed foreign investment shares to tradable shares， the original shareholder must continue to hold the shares for more than one year.

4. Conversions to Tradable B Shares shall be conducted according to the following procedure：

（1） the applicant shall submit an application to the provincial level authority in charge of foreign trade and economic cooperation governing the place where it is located；

（2） the provincial level authority in charge of foreign trade and economic cooperation governing the place where the applicant is located shall complete the preliminary examination within 15 days of the date of receipt of the application. In the event of approval， the authority shall turn the case over to MOFTEC for examination and approval； in the event of rejection， the authority shall inform the applicant in writing of the reason therefor；

（3） MOFTEC shall complete its examination within 30 days of the date of receipt of the application materials； applications conforming to the requirements shall be approved， and applications failing to conform shall be rejected and a written notice stating the reason for rejection shall be provided；

（4） within 30 days of the date of CSRC approval for the Conversion to Tradable B shares， the applicant shall carry out with MOFTEC the procedures for amendment of its Foreign-invested Enterprise Approval Certificate on the strength of MOFTEC's approval document and the CSRC's approval document. If the applicant does not receive CSRC approval within one year of having received MOFTEC approval， the original MOFTEC approval document shall automatically become void.

（5） the applicant shall carry out the procedures for amendment of its registration with the administration for industry and commerce within 30 days of the date of amendment of its Foreign-invested Enterprise Approval Certificate.

5. For the purposes of Item （3） of Section Four hereof， the term “application materials” refers to the following：

（1） the documentation （including the opinion from the preliminary examination） submitted by the provincial level authority in charge of foreign trade and economic cooperation governing the place where the applicant is located；

（2） the applicant's written application for Conversion to Tradable B shares；

（3） the resolutions of the applicant's shareholders' general meeting regarding the Conversion to Tradable B shares and amendment of the articles of association；

（4） the resolutions of the applicant's board of directors；

（5） （an original copy of） the draft of the amendments to the applicant's articles of association and （a photocopy of） the original articles of association；

（6） written statements by the holders of the non-listed foreign investment shares to be converted to tradable B shares as to whether they have assumed special obligations and/or responsibilities； if special obligations and/or responsibilities have been assumed， the said shareholders shall state in writing the performance status thereof or undertake in writing that they will continue to perform the same；

（7） proof of the applicant's having passed joint inspection for the two years immediately preceding the application；

（8） proof of the applicant's profitability for the two years immediately preceding the application （audit reports and tax receipts）；

（9） written proof issued by the applicant that the holders of the non-listed foreign investment shares to be converted to tradable B shares have held such shares for more than one year；

（10） written undertakings from the holders of the non-listed foreign investment shares to be converted to tradable B shares that they will continue to hold such shares for a minimum of one year after such conversion；

（11） a photocopy of the applicant's Foreign-invested Enterprise Approval Certificate and business licence； if the applicant is a foreign-invested company limited by shares whose establishment was approved prior to the promulgation of the above mentioned Tentative Provisions by a department authorized by MOFTEC in accordance with the Questions Relevant to the Establishment of Sino-foreign Companies Limited by Shares Circular （ref. [1992] Wai Jing Mao Zi Zong Han Zi No. 374）， it shall additionally provide the approval document from the original approval authority.