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

the accountant is attached； and an audit report signed and sealed by at least two registered accountants and the office to which the accountants are affiliated；

　　（11） an assets assessment report signed and sealed by at least two professional assessors and the office to which the assessors are attached； and an instrument of confirmation and an instrument of approval regarding the state-owned title of stocks made out by the management authorities of state assets in the event state-owned assets are involved；

　　（12） a document of legal opinions signed and sealed by at least two lawyers and the office to which the two lawyers are affiliated；

　　（13） a sale contracting plan and agreement governing the issue of stocks； and

　　（14） other instruments required by the CSSAC.

　　Article 12 A company that intends to add capital and apply for the issue of foreign capital stocks listed in China shall submit the following instruments to the CSSAC：

　　（1） a written application；

　　（2） a resolution of a stockholders' meeting in favor of public issue of foreign capital stocks listed in China；

　　（3） an instrument of approval in favor of adding capital and issuing new stocks made out by departments authorized by the State Council or people's governments of the province， autonomous region or municipality directly under the central government；

　　（4） an instrument of recommendation of the people's government of the province， autonomous region or municipality directly under the central government or relevant departments of the State Council in charge of enterprises；

　　（5） a business license of the company issued by a company registration organ；

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

　　（7） details for raising capital by floating shares；

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

　　（9） a report on the financial af

fairs of the company of over the last three years which has been audited by a registered accountant and the office to which the accountant is affiliated； and an audit report signed and sealed by at least two registered accountants and the office to which the accountants are affiliated；

　　（10） a document of legal opinions signed and sealed by at least two lawyers and the office to which the lawyers are affiliated；

　　（11） a sales contracting plan and an agreement governing the issue of stocks； and

　　（12） other instruments required by the CSSAC.

　　Article 13 The interval between a company's issue of foreign capital stocks listed in China and the issue of internal stocks may be less than 12 months.

　　Article 14 Companies shall employ registered accountants who meet state standards； accountants and their affiliated offices shall audit and review a company's financial reports.

　　Article 15 Companies shall conduct business accounting and formulate financial reports according to corresponding state regulations.

　　Companies that make adjustments to a financial report released to investors in foreign capital stocks listed in China so as to adapt to accounting rules of other countries or regions shall give an explanation for any corresponding differences in the report.

　　Article 16 Companies that issue foreign capital stocks listed in China shall release information to the public according to law and shall formulate concrete provisions in their constitutions with regard to where and how to release the information.

　　Article 17 Documents of information released by companies that issue foreign capital stocks listed in China shall be written in Chinese. If it is necessary to supply a version in a foreign language， the version shall be in a commonly used foreign language. If differences in interpretations occur between the Chinese version and the foreign-language version， the Chinese version shall be taken as the standard.

　　Article 18 Companies that issue foreign capital stocks listed in China shall commission a securities exchange agency in China established with the approval of the People's Bank of China according to law and with the consent of the CSSAC to serve as the main contracted seller or one of the main contracted sellers.

　　Article 19 Companies that issue foreign capital stocks listed in China shall open a foreign exchange account with a bank within China which is qualified to handle foreign exchange business. To open a foreign exchange account， companies shall go through the state procedures governing the control of foreign exchange.

　　The main contracted seller of foreign capital stocks listed in China shall， within the time allotted in the sale contract， transfer the money raised to the foreign exchange account of the company issuing foreign stocks listed in China.

　　Article 20 Commissions for the marketing of foreign capital stocks shall be managed by a securities exchange agency established with the approval of the People's Bank of China according to law and the consent of the CSSAC.

　　Article 21 Stockholders of foreign capital stocks listed in China may entrust an agent with the exercise of stockholder's rights. When exercising the stockholder's rights， the agent shall produce valid instruments proving his qualifications as an agent.

　　Article 22 Owners of rights and interests in foreign capital stocks listed in China may register their stocks under the name of the persons of nominal ownership of stocks.

　　Owners of rights and interests in foreign capital stocks listed in China shall release information about changes in ownership.

　　Article 23 The exchange， management， settlement of exchange transactions， clearance of accounts， transfer of ownership， and registration relating to business of foreign capital stocks listed in China shall conform with the law， administrative regulations and cor

responding rules of the Securities Commission of the State Council.

　　Article 24 Subject to approval of the Securities Commission of the State Council， foreign capital stocks listed in China or their derivatives may be circulated or transferred out of China.

　　The above-mentioned ``derivatives'' refer to vouchers for the subscription rights and for rights of stocks deposition out of China.

　　Article 25 Companies' payments of dividends and/or other items to stockholders of foreign capital stocks listed in China shall be priced and declared in Renminbi but made in foreign currency. The management of foreign currency capital raised by companies and the obtainment of foreign exchanges for payment of dividends shall comply with the relevant procedures of the state governing control of foreign exchanges.

　　If it is stipulated in the company constitution that foreign currencies be exchanged and payment of dividends to stockholders be made by a company entrusted therewith， it shall be so done in accordance with the constitution.

　　Article 26 Dividends of foreign capital stocks listed in China and/or other profits may be remitted abroad subject to taxation according to law.

　　Article 27 The Securities Commission of the State Council may， according to the present Regulations， formulate detailed rules and regulations for the implementation thereof.

　　Article 28 The present Regulations shall come into effect as of the date of promulgation. Both the Procedures of Shanghai Municipality Governing the Control of Special Stocks in Renminbi， which was promulgated by the People's Bank of China and the People's Government of Shanghai Municipality on November 22， 1991， and the Interim Procedures of Shenzhen Municipality Governing the Control of Special Stocks in Renminbi， which was promulgated By the people's government of Shenzhen Municipality on December 5， 1991 are henceforth annulled

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