外经贸资发[2001]538号
(Issued by the Ministry¹ of Foreign Trade and Economic Cooperation and the China Securities Regulatory Commission on 8 November 2001.)
颁布日期：20011008 　实施日期：20011008 　颁布单位：对外贸易经济合作部、 中国证券监督管理委员会

　　The following Opinions are hereby put forth² in order to promote the healthy development of the domestic market for stocks and to regulate the listing of and the issue of shares by foreign-funded companies limited by shares and the entry into stock markets by foreign investment enterprises:

　　1. Establishment of Foreign-funded Companies Limited by Shares

　　When establishing a foreign-funded company limited by shares or applying to convert an existing foreign-funded limited liability company into a foreign-funded company limited by shares, the requirements of the Certain Questions on the Establishment of Foreign-funded Companies Limited by Shares Tentative Provisions (Ministry of Foreign Trade and Economic Cooperation (MOFTEC) Order No. 1 of 1995) shall be met and the matter shall be submitted to MOFTEC for examination and approval in accordance with the prescribed submission³ procedures.

　　2. Listing of, and Issue of Shares by, Foreign-funded Companies Limited by Shares

　　(1) A foreign-funded company limited by shares that issues shares domestically (A shares and B shares) must satisfy the policies on foreign investment in industry and the requirements for listing and for issuing shares.

　　(2) A foreign-funded company limited by shares that intends to make an initial public offering and be listed shall, in addition to satisfying relevant provisions of such laws and regulations as the Company Law and the relevant provisions of the China Securities Regulatory Commission (CSRC), satisfy the following conditions:

　　1) it has passed the annual joint⁴ inspection⁵ of foreign investment enterprises for each of the three years preceding its listing application;

　　2) its scope of business satisfies the requirements of the Directing of Foreign Investment Tentative Provisions and the Foreign Investment Industrial Guidance Catalogue;

　　3) its foreign investment shares will account for not less than 10% of its total share capital after it has been listed and issued shares;

　　4) if it is to be a foreign-funded company limited by shares for which provisions require that the Chinese side be the controlling shareholder⁶ (including a shareholder with a relatively⁸ controlling shareholding⁹) or for which there are special provisions concerning the shareholding ratio of the Chinese side, then the controlling position or the shareholding ratio of the Chinese side required by the relevant provisions shall continue to be maintained after listing; and

　　5) it satisfies the other conditions required by relevant laws and regulations on the issue and listing of shares.

　　(3) When intending to make an initial public offering and be listed, a foreign-funded company limited by shares shall, in addition to submitting the specified¹⁰ materials to the CSRC, submit its foreign-funded company limited by shares approval certificate and business licence that have passed the annual joint inspection.

　　(4) Additional share offerings and rights issues made by a foreign-funded company limited by shares after its initial public offering shall satisfy the conditions of Paragraph (2) of this article and relevant provisions on additional share offerings and rights issues.

　　(5) After completion of its initial public offering or an additional public offering, rights issue or issue of bonus shares, a foreign-funded company limited by shares shall carry out the procedures for the amendment¹¹ of its legal documents with MOFTEC.

　　3. When a foreign-funded company limited by shares having B shares applies to make its unlisted foreign investment shares tradable on the B share market, it shall submit to the CSRC an application for listing and trading of its unlisted foreign investment shares after obtaining the consent of MOFTEC.

　　To apply for the listing and trading of unlisted foreign investment shares, the following conditions shall be satisfied:

　　(1) the holder⁷ of the unlisted foreign investment shares proposed to be listed and traded has held the same for a period exceeding one year;

　　(2) after the unlisted foreign investment shares are converted into tradable shares, their original holder must continue to hold the same for a period exceeding one year;

　　(3) if the original holder of the unlisted foreign investment shares has made special undertakings¹² to the company pursuant to the company's articles of association, a shareholders¹³' agreement or another legal instrument or is required by laws or regulations to bear special obligations or responsibilities, he shall act in accordance with his undertakings or obligations; and

　　(4) the other conditions required by relevant laws and regulations on listing and on the issue of shares shall be satisfied.

　　4. When a foreign investment enterprise (including a foreign-funded company limited by shares) accepts the transfer of non-traded shares of a domestically listed company, it shall carry out the relevant formalities in accordance with the procedures and requirements specified in the Investment Within China by Foreign Investment Enterprises Tentative Provisions.

　　For the time being, foreign-funded investment companies are prohibited from accepting the transfer of non-traded shares of listed companies.

　　5. If the foreign capital proportion of a foreign-funded company limited by shares' total share capital falls below 25% after the company is listed in China and issues shares, the company shall return its certificate of approval for a foreign investment enterprise and carry out the relevant amendment procedures in accordance with provisions.

　　If the acceptance of a transfer of non-traded shares of a listed company by a foreign investment enterprise causes the foreign capital proportion of the total share capital of the listed company (being a company in possession of a certificate of approval for a foreign investment enterprise) to fall below 25%, the listed company shall return its certificate of approval for a foreign investment enterprise and carry out the relevant amendment procedures in accordance with provisions.

　　6. Foreign investment enterprises that satisfy the relevant conditions may issue shares abroad.