国务院关于股份有限公司境内上市外资股的规定 REGULATIONS OF THE STATE COUNCIL ON FOREIGN CAPITAL STOCKS LISTED IN CHINA BY

国务院令第189号
（Adopted at the 37th Executive Meeting of the State Council on November 2， 1995， promulgated by Decree No. 189 of the State Council of the People's Republic of China on December 25， 1995）
颁布日期：19951225 　实施日期：19951225 　颁布单位：国务院

　　Article 1 In order to standardize the issue and transactions of foreign capital stocks listed in China by joint-stock companies and protect the lawful rights and interests of investors， these Regulation are formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China （hereinafter referred to as the Company Law）。

　　Article 2 With the approval of the Securities Commission of the State Council， joint-stock companies （herein after referred to as ``companies'' or ``company''） may issue foreign capital stocks to be listed in China. If the face value of the foreign capital stocks to be listed in China totals more than 30 million US dollars， the Securities Commission of the State Council shall report to the State Council for approval.

　　The above-mentioned issuing foreign capital stocks to be listed in China means issuing foreign capital stocks to be listed in China either for establishing a company by way of solicitation or for increasing capital of a company.

　　The total value of the foreign capital stocks listed in China authorized by the Securities Commission of the State Council shall be controlled within the maximum amount prescribed by the state.

　　Article 3 Foreign capital stocks issued by companies to be listed in China shall be in the form of nominative stocks， denominated in Renminbi， subscribed in and marketed by foreign currency， and listed and exchanged on stock exchanges in China.

　　If companies that issue foreign capital stocks to be listed in China issue stocks to investors within China （herein after referred to as ``internal stocks''）， the internal stocks shall be in form of nominative stocks.

　　Article 4 Investors in foreign capital stocks listed in China shall be limited to：

　　（1） natural persons， legal persons and other organizations from foreign countries；

　　（2） natural persons， legal persons or other organizations from the Chinese regions of Hong Kong， Macau and Taiwan；

　　（3） Chinese citizens living abroad； and

　　（4） other investors in foreign capital stocks prescribed by the Securities Commission of the State Council；

　　Investors in foreign capital stocks listed in China shall produce valid instruments as testimony to their identity and qualification as investors when they subscribe for or market foreign capital stocks.

　　Article 5 Stockholders who hold the same category of foreign capital stocks listed in China or internal stocks shall enjoy equal rights and interests and perform equal duties according to the Company Law.

　　Companies may make specific stipulations in the company constitution concerning stockholders' rights and duties.

　　Article 6 The constitution of a company shall be binding upon the company's stockholders， directors， supervisors， managers and other high-ranking management personnel.

　　Directors， supervisors， managers and other high-ranking management personnel shall be honest， diligent， and loyal to the company.

　　Other high-ranking management personnel mentioned in the first and second paragraphs of the present Article include persons in charge of the company's financial affairs， the secretary of the board of directors and other persons prescribed as such by the company constitution.

　　Article 7 The Securities Commission of the State Council and the Chinese Securities Superintendency Administrative Committee （hereinafter abbreviated as CSSAC）， which is an affiliated establishment of the former， shall exercise administration and supervision over the issue， exchange and relevant business of foreign capital stocks listed in China according to

laws and regulations.

　　Article 8 Establishment of a company by way of solicitation and application for issuing foreign capital stocks to be listed in China shall satisfy the following requirements：

　　（1） Use of the solicited capital shall conform with state industrial policies；

　　（2） State regulations on the establishment of investment items in fixed assets shall be complied with.

　　（3） State regulations on exploitation of foreign capital shall be complied with；

　　（4） The sponsor shall subscribe for a total of not less than 35 percent of the total volume of capital stock to be issued by the company；

　　（5） The total capital invested by the sponsor shall be not less than 150 million Renminbi yuan；

　　（6） The shares to be issued to society shall account for over 25 percent of the total shares， or over 15 percent of the total shares if the company intends to issue over 400 million Renminbi yuan as a total；

　　（7） An enterprise that has been reorganized to establish a company or the state-owned enterprise as the main sponsor of the company shall have no history of serious offenses over the last three years；

　　（8） An enterprise that has been reorganized to establish a company or the state-owned enterprise as the main sponsor of the company shall have had a favorable balance over the last three years； and

　　（9） Other requirements prescribed by the Securities Commission of the State Council.

　　Article 9 A company that intends to add capital and applies for issue of foreign capital stocks to be listed in China shall satisfy the following requirements in addition to those stipulated in Items 1， 2 and 3 of Article 8 of the present Regulations：

　　（1） The company shall have solicited sufficient shares at last issue； the use of the obtained capital shall have conformed with the use determined at the time of solicitation and the use of the capital shall have resulted in good economic benefits；

　　（2） The general net assets of the company shall be not less than 150 million Renminbi yuan；

　　（3） The company shall not have committed any serious offenses in the time between the last issue of stocks to the filing of the current application for issue of stocks；

　　（4） The company shall have maintained a favorable balance over the last three years （An original enterprise which was reorganized to establish a company or the state-owned company as the main sponsor of the company may be taken into calculation）； and（5） Other requirements prescribed by the Securities Commission of the State Council.

　　A company established by way of solicitation shall in addition comply with stipulations of Item 6 of Article 8 of the present Regulations when the company adds capital for the first time and applies for the issuing of foreign capital stocks to be listed in China.

　　Article 10 Whoever applies for issuing of foreign capital stocks to be listed in China shall go through the following procedures：

　　（1） The sponsoring person or company shall file an application with the people's government of province， autonomous region or municipality directly under the central government， or relevant departments of the State Council in charge of enterprises， which may then recommend it to the Securities Commission of the State Council；

　　（2） The Securities Commission of the State Council shall consult with relevant departments of the State Council in the selection of companies that should be entitled to issue foreign capital stocks listed in China；

　　（3） The selected company shall submit the instruments listed in Articles 11 and 12 of the present Regulations to the CSSAC for examination； and

　　（4） A company considered by the CSSAC to meet requirements shall then be reported for approval to the Securities Commission of the State Council or to the State Council according to the stipulations of the first paragraph of

Article 12 of the present Regulations. Only with approval can the company begin to issue foreign capital stocks to be listed in China.

　　Article 11 For establishment of a company by way of solicitation and application for the issue of foreign capital stocks listed in China， the following instruments shall be submitted to the CSSAC：

　　（1） a written application；

　　（2） the name of the sponsor， volume of shares to be subscribed for by the sponsor， category of the capital invested and certificate of verification of the capital；

　　（3） a resolution made in a meeting of sponsors in favor of public issue of foreign capital stocks listed in China；

　　（4） an instrument of approval of the departments authorized by the State Council or of the people's governments to establish the company；

　　（5） a recommendation made by the people's governments of the province， autonomous regions or municipality directly under the central government or by relevant departments of the State Council in charge of enterprises；

　　（6） a Notice of Advance Examination and Approval of the Enterprise Name issued by a company registration department；

　　（7） a draft of the constitution of the company；

　　（8） details for raising capital by floating stocks；

　　（9） a feasibility report on use of capital； an approval instrument made out by relevant authorities concerning the establishment of investment items in fixed assets if capital raised is to be invested in fixed assets subject to necessary approval from relevant authorities；

　　（10） a report on the financial affairs of the original enterprise or the state-owned enterprise as the main sponsor over the last three years that has already been audited by a registered accountant and the office to which

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