Laws of the People's Republic of China

The ministry of commerce, the General Office of the State-owned Assets Supervision and Administration Commission

Notice on Relevant Issues Concerning Application Procedures for Transfer of State-owned Shares of Listed Companies to Foreign Investors and Enterprises with Foreign Investment

ShangZiZi [2004] No. 1

January 21st, 2004

The foreign trade and economic commissions or offices or bureaus, commerce offices or bureaus and state-owned assets supervision and administration commissions of all provinces, autonomous regions, municipalities directly under the Central Government, and cities directly under state planning:

With a view to introducing foreign advanced management experiences, technology and capital, accelerating the steps for adjustment of economic structure, improving on the corporate governance structure of listed companies, protecting the legal rights and interests of investors, and promoting the healthy development of the securities market, as well as regulating the acts of foreign investors and enterprises with foreign investment for their entry into the securities market, we hereby issue the following Notice on the relevant issues concerning the application procedures for transfer of the state-owned shares of listed companies held by non-financial enterprises to foreign investors and enterprises with foreign investment in accordance with the "Interim Provisions on Merger of Domestic Enterprises by Foreign Investors" promulgated by the former Ministry of Foreign Trade and Economic Cooperation (MOFTEC), the State Administration of Taxation, State Administration for Industry and Commerce, and State Administration on Foreign Exchange Control, and the Announcement No. 25 of the Ministry of Commerce, Ministry of Finance, State-owned Assets Supervision and Administration Commission of the State Council, and China Securities Regulatory Commission in 2003:

I.

Where a non-financial enterprise transfers the state-owned shares it holds to foreign investors and enterprises with foreign investment, if the non-financial enterprise is a local enterprise, the state-owned shareholders shall file an application to the State-owned Assets Supervision and Administration Commission of the State Council (hereinafter referred to as the SASAC) through the state-owned assets supervision and administration departments at the provincial level, and meanwhile send a copy to the Ministry of Commerce; if it is a central enterprise, the parent company (the competent department in charge of the enterprise in case the enterprise does not separate from the relevant administrative department) of the central enterprise shall file an application to the SASAC, and send a copy to the Ministry of Commerce at the same time.

II.

After receiving the relevant application, the SASAC shall ask the Ministry of Commerce for its opinions by letter of the department or bureau of the SASAC. And the Ministry of Commerce shall then propose opinions on whether the transfer of the state-owned shares of listed companies, which are held by the non-financial enterprise, to the foreign investors and enterprises with foreign investment is in conformity with the policy of attracting foreign investment, and reply by letter of the departmental or bureau level of the Ministry of Commerce.

III.

The SASAC shall, after receiving the opinions of approval of the Ministry of Commerce, handle the examination formalities for transfer of the state-owned shares of listed companies, which are held by non-financial enterprises, to foreign investors and enterprises with foreign investment.

IV.

After the application for transfer of state-owned shares has been approved by the SASAC, the listed companies shall draw up the relevant legal documents in accordance with the relevant provisions, and in pursuance of prescribed procedures, go through formalities for approving the transfer of shares to foreign investors and enterprises with foreign investment and formalities for approving the alteration of the articles of association of the listed companies to the Ministry of Commerce, who shall then give written reply after making examination in accordance with the relevant provisions on foreign investment, and send a copy to the SASAC, State Administration for Industry and Commerce, and China Securities Regulatory Commission, and other relevant departments.