股份有限公司境内上市外资股规定的实施细则 Listing of Foreign Investment Shares Inside China by a Company Limited by Share

　　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 ins

ide 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 s

hall 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，

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