公开发行证券的公司信息披露编报规则（第17号）—— 外商投资股

证监发[2002]17号

（Issued by the China Securities Regulatory Commission on， and effective as of， 19 March 2002.）

颁布日期：20020319 　实施日期：20020319 　颁布单位：中国证券监督管理委员会

　　Article 1　These Provisions have been formulated¹ in accordance with such laws and regulations as the PRC， Company Law， the PRC， Securities Law， etc.， in order to regulate the information disclosure of foreign-funded companies limited by shares that issue securities to the public （Issuers） and to safeguard the lawful³ rights and interests of investors⁴.

　　Article 2　When Issuers prepare prospectuses⁵ for public share offerings， they shall abide⁶ by the requirements hereof in addition to the general provisions of the rules of the China Securities Regulatory Commission governing the contents and format² of prospectuses.

　　Article 3　Issuers shall disclose in detail the following potential risks：

　　1. risks arising from reliance on raw material suppliers located abroad， foreign customers and technical services rendered abroad；

　　2. the risk of changes to State laws， regulations or policies concerning tax incentives⁷ for foreign investment enterprises；

　　3. the risk of changes to laws and regulations concerning investment in or transfer of technology to China of the places where foreign shareholders⁸ are domiciled or the countries or regions where foreign shareholders are headquartered； and

　　4. exchange risks.

　　Article 4　The Issuer shall disclose the laws and regulations concerning investment in or transfer of technology to China of the places where foreign shareholders that hold 5% or more of its shares are domiciled or the countries or regions where such foreign shareholders are headquartered.

　　If the company's articles of association place restrictions⁹ on share transfers by shareholders， the Issuer shall disclose the same.

　　Article 5　The Issuer shall disclose in detail affiliated¹⁰ transactions with its shareholders， including but not limited to：

　　1. whether the Issuer's business and technology is reliant on its foreign shareholders and whether there are any restrictions on its use of trademarks¹¹， patents or proprietary¹² technology； if either of the above circumstances exists， the Issuer shall additionally describe the measures that have been taken to protect the interests of public investors；

　　2. details on the affiliated transactions with foreign shareholders during the past three years， including but not limited to the supply of raw materials， sale of products， allocation of technology transfer fees， sharing of management costs and sales costs， determination on relevant pricing standards， the opinion issued by the accounting¹³ firm acting¹⁴ as the issue's auditor¹⁵ on whether the affiliated transactions were carried out at arm's length， the specific measures taken to ensure that affiliated transactions are carried out at arm's length and， in the section containing the management's discussion and analysis， the total volume of affiliated transactions for the next year； if the Issuer is a producer and/or processor， it shall also disclose the sources of its raw materials and its product sales channels； and

　　3. the main contents of the market division agreement concluded between the Issuer and its foreign shareholders and details on the actual performance thereof.

　　Article 6　The Issuer shall disclose in detail the nationality and foreign permanent residency rights of its directors and senior management personnel and the positions they hold in other organizations in China and abroad.

　　Article 7　Matters concerning companies limited by shares established in the mainland by investors from Hong Kong， Macao and Taiwan shall， mutatis mutandis， be handled in accordance with these Provisions.

　　Article 8　These Provisions shall be implemented¹⁶ as of the date of issue.