国务院关于进一步加强在境外发行股票和上市管理的通知
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（June 20， 1997） The State Council and the competent department for securities under the State Council have expressly instituted policies concerning share issuance and listing overseas by a series of regulations and official documents since 1992. However， for a period of time of late， there are some institutions and enterprises which have， in violation of provisions， transferred domestic assets in various forms overseas for listing shares without approval， resulting in harmful effects. Issuing and listing shares overseas is a policy-intensive work which must be carried out step by step in an organized way and in accordance with the relevant state provisions. In view of the current problems in share listing overseas and for the purpose of further strengthening the administration to ensure order in share issuance and listing overseas， the relevant questions are hereby notified as follows： 1. Any overseas listed company registered in a foreign country and held by a Chinese shareholder（s） （including in the case where a Chinese shareholder is the largest one， the same below） （hereinafter referred to as “an overseas Chinese-holding listed company”） shall subject itself to the supervision and regulation of the local securities supervisory and regulatory organ when engaging in activities such as capital-dividing for listing shares and increase in issuance of shares. However， the share-holding unit（s） inside the country of the Chinese shareholder（s） should report the case to the China Security Supervisory and Regulatory Commission for the record afterwards and shall strengthen the supervision and administration over the share ownership. 2. Local laws are applicable where a Chinese invested non-listed company or a Chinese-holding listed company which has entered into registration overseas applies overseas for issuing and listing shares with its overseas assets or its domestic assets which are formed from its overseas assets invested in China and have been in its actual possession for over three years. However， the share-holding unit（s） inside the country should obtain consent in advance from the provincial people's government or the competent department under the State Council based on its subordination thereto. For domestic assets in its possession for not more than three years， the company shall not apply for share issuance and listing overseas. In the case of special requirements， a report thereon shall be submitted to the China Securities Supervisory and Regulatory Commission for verification and then subject to the examination and approval of the State Council Securities Commission. After the listing has been completed， the share-holding unit（s） inside the country should report the relevant details to the China Securities Supervisory and Regulatory Commission for the record. 3. Where assets of an internal enterprise are to be transferred to an overseas Chinese invested non-listed company or an overseas Chinese-holding listed company by purchase， exchange of shares， allocation or by any other means for listing shares overseas， or where domestic assets are to be first transferred to an overseas Chinese invested non-listed company and then injected into an overseas Chinese-holding listed company for listing shares overseas， the internal enterprise or the share-holding unit（s） inside the country of the Chinese shareholder（s） should obtain in advance consent from the provincial people's government or the competent department under the State Council based on its subordination thereto， then report to the China Securities Supervisory and Regulatory Commission for verification， and thereafter subject it to the examination and approval of the State Council Securities Commission in accordance with the state industrial policies， the relevant provisions of the State Council and the total volume for the year. 4. In reiteration of the spirit contained in the provisions of the Circular of the State Council Concerning Suspending the Purchase of Overseas Enterprises and Further Strengthening the Administration of Overseas Investment （Guo Fa [1993]No. 69）， internal institutions and enterprises are prohibited from listing their shares through shell firms by purchasing share-holding rights of overseas listed companies. 5. Violations of the aforesaid provisions shall be treated and punished as issuing of shares without authorization. Persons in charge of the competent departments held responsible for such violations shall be given administrative sanctions by the department concerned. Persons in charge of a violating unit and other persons directly responsible shall be removed from their posts or even expelled therefrom by the department at the next higher level than the unit. Those who commit crimes shall be transferred to the judicial organs and investigated for criminal responsibility according to law. Violating units， intermediary agencies involved and violators shall be penalized by the China Securities Supervisory and Regulatory Commission in accordance with the provisions of the Provisional Regulations on the Administration of Share Issuance and Trading and other relevant provisions. All localities and departments shall， in strict accordance with the provisions of this Circular， take practical and effective measures to exercise supervision on its subordinate enterprises for the earnest implementation of the relevant state laws and policies. Internal enterprises should take direct listing of shares as the main form in which they seek funds on the overseas securities market. The State Council Securities Commission shall continue to direct this work well and select state-owned enterprises which conform to the state industrial policies and overseas listing requirements to list shares directly overseas. This Circular shall come into effect as of the date of promulgation. |
