股份有限公司境内上市外资股规定的实施细则
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（Promulgated by the State Council Securities Commission on 3 May 1996， and effective as of 25 December 1995.） PART ONE GENERAL PROVISIONS Article 1 These Implementing Rules are formulated in accordance with the State Council， Listing of Foreign Investment Shares Inside China by a Company Limited by Shares Provisions （hereafter， “the Provisions”） in order to strengthen supervision and control of the issue and trading， as well as activities in connection with， foreign investment shares listed inside China by a company limited by shares， and to protect the lawful rights and interests of investors. Article 2 The issue and trading of foreign investment shares listed inside China and activities in connection with such issue and trading shall comply with the Provisions and Implementing Rules. Matters not provided for in the Provisions and Implementing Rules shall be governed by relevant stipulations of other securities laws and regulations of the State. Article 3 Subject to the approval by the State Council Securities Commission （hereafter， “SCSC”） or after the SCSC reports to the State Council for approval， a company limited by shares （hereafter， “a Company”） may issue shares to specified or unspecified investors in foreign investment shares listed inside China， and their shares may be listed on securities exchanges inside China. For the purposes of the preceding paragraph， the term “A Company” shall include an established Company and a proposed Company the establishment of which has been approved. PART TWO ISSUE AND LISTING Article 4 A Company that wishes to apply for approval to carry out an initial issue of foreign investment shares listed inside China shall submit its application to the People's Government of the province， autonomous region or centrally-governed municipality or the relevant State Council department in charge of the enterprise. Where， after examination of a Company's application， the People's Government of the province， autonomous region or centrally-governed municipality or the relevant State Council department in charge of the enterprise considers it to meet the conditions set forth in the Provisions for the issue of foreign investment shares listed inside China， it may make a recommendation to the SCSC， and submit the following documents to the SCSC： 1. a recommendation document； 2. the Company's application documents； 3. documents explaining that the Company meets the conditions set forth in the Provisions for the issue of foreign investment shares listed inside China， and relevant documents； 4. the feasibility study report on the use of the proceeds raised from the offer； 5. the Company's balance sheet and profit and loss statement for the preceding year， reviewed by a Chinese registered accountant qualified to engage in securities-related business； 6. the Company's after-tax profit forecast for that year； 7. where the Company has not been established yet， the opinions of the promoters in respect of the appraised value of the assets proposed to be injected into the Company； 8. a report prepared by a securities house qualified to distribute securities， analyzing the prospects of the issue for the Company； and 9. other documents required by the SCSC. Article 5 After receiving the documents set forth in Article 4 hereof， the SCSC shall， in consultation with the relevant departments of the State Council， select the Companies that may issue foreign investment shares listed inside China， and shall notify the result of its selection to the People's Governments of the provinces， autonomous regions and centrally-governed municipalities or to the relevant State Council department in charge of the enterprise. Article 6 A Company that has been selected for issue of foreign investment shares listed inside China shall submit the documents specified in Article 11 or 12 of the Provisions to the People's Government of the province， autonomous region or centrally-governed municipality or to the relevant State Council department in charge of the enterprise. Following verification， such government or department shall submit the said documents to the China Securities Regulatory Commission （hereafter， “CSRC”） for examination and verification. Article 7 When a Company that has already issued foreign investment shares listed inside China applies for approval to carry out another issue of foreign investment shares listed inside China （except in the case of a rights issue to existing shareholders）， it shall submit the documents specified in Article 12 of the Provisions to the People's Government of the province， autonomous region or centrally-governed municipality or to the relevant State Council department in charge of the enterprises. Following verification， such government or department shall submit the said documents to the CSRC for examination and verification. Article 8 If a professional organization such as an accounting firm， law firm， appraisal organization， etc. outside China issues relevant professional documents for a Company's issue of foreign investment shares listed inside China， the Company shall submit such professional documents along with the application documents submitted pursuant to Article 6 or 7 hereof. Where the State has any requirements in respect of the qualifications of the organizations mentioned in the preceding paragraph， the relevant State regulations shall be complied with. Article 9 Of the documents submitted by a Company pursuant to Article 6 or 7 hereof， the relevant distribution agreement， prospectus， etc. may be in the form of initialed documents or documents that have not yet been signed and/or sealed but have been confirmed by the relevant parties. Article 10 The CSRC shall examine and verify a Company's application documents verified and submitted by the People's Governments of the provinces， autonomous regions and centrally-governed municipalities or by the relevant State Council department in charge of the enterprise. Those applications that the CSRC agrees to after examination and verification shall be submitted by the CSRC to the SCSC for approval. If the total face value of the proposed issue of foreign investment shares listed inside China exceeds US$30 million， the application shall be submitted by the SCSC to the State Council for approval. Before issuing foreign investment shares listed inside China， a Company shall submit the formally signed distribution agreement， prospectus， etc. to the CSRC， and may issue the shares as soon as it has obtained an approval certificate. Article 11 For the purposes of the Provisions and Implementing Rules， a prospectus may be an information memorandum or a prospectus in another form. Article 12 A Company that issues foreign investment shares listed inside China shall disclose a prospectus in China according to the substance， form and disclosure method required by relevant laws and regulations of China. The prospectus provided by such Company to investors outside China shall be prepared and provided according to the substance required by relevant laws and regulations of China， unless the law of the place of offering provides otherwise. The substance of prospectuses provided in and outside China by a Company may not be contradictory， and may not contain major omissions， seriously misleading statements or falsehoods. Article 13 When a Company issues rights to its existing shareholders， it shall comply with the relevant regulations concerning rights issues by listed Companies promulgated by the CSRC. Article 14 When a Company submits application documents pursuant to Article 7 or 13 hereof， it shall simultaneously submit the following documents： 1. the shareholders' meeting notice and details of such notification； and 2. details of the attendance and voting at the meeting by the holders of the Company's domestic investment shares and foreign investment shares. Article 15 When a Company issues foreign investment shares listed inside China within the total amount of shares determined in the issue plan， it may， subject to the approval of the SCSC， agree with the underwriter in the underwriting agreement to reserve a number of shares in excess of the amount underwritten. Such reserved amount shall not exceed 15 per cent of the number of foreign investment shares listed inside China that are involved in the proposed offer. The issue of the shares so reserved shall be deemed to be part of the issue in question. Article 16 The distribution period for foreign investment shares listed inside China may not exceed 90 days. Article 17 Within 15 days after the distribution of foreign investment shares listed inside China has ended， the lead distributor shall submit to the CSRC a distribution report and a list of the 10 largest holders of foreign investment shares listed inside China， and the amount of shares held by each. The distribution report shall set forth in detail the distribution process and result. Article 18 Securities houses in China shall report to the CSRC their holdings of foreign investment shares listed inside China resulting from their underwriting business， and shall comply with regulations concerning the disclosure of information. Article 19 The conclusion and performance of， and the settlement of disputes in connection with， distribution agreements shall be governed by the relevant provisions of State laws and regulations. Article 20 Within seven days after all the following documents are available， a Company shall submit the same to the CSRC for the record： 1. an investment verification report concerning the proceeds of the offering signed and sealed by two or more Chinese registered accountants qualified to engage in securities-related business and their firms； 2. the Company's business license （duplicate or photocopy）； and 3. the resolutions and the Company's Articles of Association adopted at the inaugural meeting or shareholders' general meeting. Article 21 If a Company's issue of foreign investment shares listed inside China requires an application for registration by， or the obtaining of approval from， an authority outside China in charge of securities， such Company shall timely submit to the CSRC the relevant application documents and the registration or approval document obtained. Article 22 Foreign investment shares listed inside China that are issued by Companies may be listed and traded on securities exchanges. Article 23 Companies shall observe the business rules of the securities exchanges on which their shares are listed and traded. PART THREE TRADING， REGISTRATION AND CLEARING Article 24 Investors that buy or sell foreign investment shares listed inside China and brokers of foreign investment shares listed inside China shall observe the business rules of the securities exchange and the securities registration and clearing organization. Article 25 The purchase and sale of foreign investment shares listed inside China shall require the opening of accounts for foreign investment shares listed inside China in accordance with the relevant regulations of the securities registration and clearing organization. Article 26 Investors in foreign investment shares listed inside China may entrust custodians accepted by the securities registration and clearing organization with the custody of their foreign investment shares listed inside China. Article 27 Registration of the names of holders of foreign investment shares listed inside China， deposit of the shares， registration of transfer of ownership， and settlement of funds shall be carried out by securities registration and clearing organizations designated by the securities exchange on which the shares are listed and traded. In the absence of evidence to the contrary， the register of holders of foreign investment shares listed inside China shall be sufficient evidence of the holdings of Company shares by such shareholders. Article 28 Brokers and custodians may apply for clearing membership in respect of their foreign investment shares listed inside China， in accordance with the regulations of the securities registration and clearing organization. Article 29 The clearing of funds in connection with the foreign investment shares listed inside China of clearing members shall be carried out through special foreign currency accounts. Article 30 Clearing members shall pay relevant amounts such as risk funds etc. in accordance with the regulations of the securities registration and clearing organization. PART FOUR SECURITIES HOUSES Article 31 To engage in the business of distributing foreign investment shares listed inside China， securities houses shall have the qualifications of a distributor of foreign investment shares listed inside China as accepted by the CSRC. Article 32 To engage in the business of buying and selling foreign investment shares listed inside China on an agency basis， securities houses in China shall have the qualifications of a broker of foreign investment shares listed inside China as accepted by the CSRC. Article 33 Securities houses outside China may enter into agency agreements with brokers inside China， and may also engage in the business of buying and selling foreign investment shares listed inside China on an agency basis in the manner prescribed by the securities exchange. PART FIVE DISCLOSURE OF INFORMATION Article 34 Unless otherwise provided for in the Provisions or Implementing Rules， Companies that issue foreign investment shares listed inside China shall observe the relevant laws and regulations of the State， and the regulations on disclosure of information by Companies issued by the CSRC. In addition， Companies shall observe the regulations of the securities exchanges concerning disclosure of information by listed Companies. Article 35 If a Company needs to provide a translation in a foreign language pursuant to Article 17 of the Provisions， it shall ensure the accuracy of the foreign language text. In the event of any discrepancy between the Chinese language version and the foreign language version， the Chinese language version shall prevail. Article 36 In its interim and annual reports， a Company shall provide financial reports prepared according to Chinese accounting standards and， in addition， may provide financial reports adjusted according to international accounting standards or the accounting standards of the place outside China where the principal offer took place. If there are material discrepancies in the financial reports provided according to the two sets of accounting standards， such discrepancies shall be pointed out in the reports. A Company's annual financial reports adjusted according to international accounting standards or the accounting standards of the place outside China where the principal offer took place， shall be audited by an accounting firm. A Company may appoint an accounting firm from outside China that complies with the regulations or requirements of the State to examine or audit financial reports adjusted according to international accounting standards or the accounting standards of the place outside China where the principal offer took place， as referred to in the first paragraph hereof. However， examination or audit reports that concern a Company's financial reports and are disclosed inside China shall be signed by a Chinese registered accountant and his firm. Article 37 When a Company discloses information， it shall do so simultaneously to investors in and outside China through newspapers and periodicals in and outside China or other methods of information disclosure permitted by the CSRC. In principle， the contents of such disclosures shall be consistent. Disclosures in the prospectus shall be handled in accordance with Article 12 hereof. Article 38 When the amount of foreign investment shares listed inside China held directly or indirectly by any holder of such shares reaches 5 per cent of the Company's total capital stock of common shares， the shareholder shall， within three working days of the date on which such fact occurs， submit a report to the CSRC， the securities exchange and the Company and make a public announcement， stating details of his shareholding and his intentions. In addition， the shareholder shall submit a similar report and make a similar public announcement whenever the number of shares by which his holding of such shares is increased or decreased reaches 2 per cent of the Company's total capital stock of common shares. A holder of foreign investment shares listed inside China may not again directly or indirectly buy or sell such shares before or on the date of submitting a report and making a public announcement as provided for in the preceding paragraph. PART SIX ACCOUNTING AND AUDITING Article 39 Companies shall carry out accounting and prepare financial reports in accordance with the Enterprise Accounting Standards and other relevant financial and accounting laws and regulations of the State， and shall appoint Chinese registered accountants that are qualified to engage in securities-related business and their firms in China to carry out an audit or review in accordance with Article 14 of the Provisions. Article 40 Before a Company distributes dividends， it shall calculate and make allocations to the statutory common reserve and statutory staff welfare fund in accordance with relevant State regulations. When a Company distributes dividends， the amount of distributable after-tax profit on which the distribution is based shall be determined on the basis of the lower of the following two figures： 1. the aggregate amount of distributable after-tax profit as shown in the financial statements prepared according to Chinese accounting standards and audited by an accounting firm； or 2. the aggregate amount of distributable after-tax profit as shown in the financial statements which were based on the audited financial statements prepared according to Chinese accounting standards and were subsequently adjusted according to international accounting standards or the accounting standards of the place outside China where the principal offer took place. Article 41 The method to determine the foreign currency exchange rate for dividends on foreign investment shares listed inside China shall be specified in the Company's articles of association or the resolution of its shareholders' general meeting. If no such method is specified in the Company's articles of association or the resolution of its shareholders' general meeting， the amount shall be calculated according to the median of the Renminbi exchange rates announced by the People's Bank of China for the foreign currencies involved on the first working day following the date of the resolution of the shareholders' general meeting. Article 42 In addition to being required to appoint accounting firms in China that are qualified to engage in securities-related business， Companies may， as needed， appoint accounting firms outside China that comply with State regulations to audit or examine their financial reports. Article 43 A Company's appointment， dismissal or non-renewal of the appointment of an accounting firm shall be decided upon by its shareholders' general meeting and be reported to the CSRC for the record. The term of appointment of an accounting firm appointed by a Company shall commence upon the conclusion of the annual shareholders' meeting of the Company and end upon the conclusion of the next annual shareholders' meeting. When foreign investment shares listed inside China are to be issued by a proposed Company the establishment of which has been approved， the decision on the appointment of an accounting firm shall be made by the main promoters of the Company or by the original enterprise that is to be reorganized as a Company. Article 44 When a Company dismisses or does not renew the appointment of an accounting firm， it shall give advance notice to the accounting firm， and the accounting firm shall have the right to present its views before the shareholders' general meeting. Where an accounting firm resigns， it shall inform the shareholders' general meeting as to whether or not there is any irregularity in the Company. PART SEVEN SUPPLEMENTARY Article 45 Disputes concerning the provisions of the articles of association or other matters of a Company that arise between a holder of foreign investment shares listed inside China and the Company， between a holder of foreign investment shares listed inside China and a director， a supervisor， the manager or other senior management staff of the Company or between a holder of foreign investment shares listed inside China and a holder of domestic investment shares， shall be governed by the laws of China. Article 46 Stipulations in the Provisions and Implementing Rules that concern the People's Governments of provinces， autonomous regions and centrally-governed municipalities shall apply， by reference， to the People's Governments of municipalities with independent development plans， as determined by the State Council. Article 47 The CSRC may formulate special regulations on the basis of these Implementing Rules. Article 48 These Implementing Rules shall be effective as of the same date as the Provisions. |
