Laws of the People's Republic of China

The State Council

Decree of the State Council of the People's Republic of China

No.189

Provisions of the State Council on Foreign Capital Stocks Listed in China by Joint Stock Limited Companies adopted at the 37th Executive Meeting of the State Council on November 2, 1995, are hereby promulgated and come into force.

Premier of the State Council, Li Peng

December 25, 1995

Provisions of the State Council on Foreign Capital Stocks Listed in China by Joint Stock Limited Companies

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 limited companies(hereinafter 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(hereinafter 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, Macao 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 that 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 presentArticle 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 its surveillance management-implementing agency, the China Securities Regulatory Commission(CSRC), 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 to state industrial policies;

(2)

State provisions on the establishment of investment items in fixed assets shall be complied with.

(3)

State provisions 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 Yuan Renminbi;

(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 Yuan Renminbi 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 Subparagraphs 1, 2 and 3 ofArticle 8 of the present Provisions:

(1)

The company shall have solicited sufficient shares at last issue; the use of the obtained capital shall have conformed to 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 Yuan Renminbi;

(3)

The company shall not have committed any serious offenses in the time between the last issues 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 Subparagraph 6 ofArticle 8 of the present Provisions 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 the 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 Provisions to the CSRC for examination; and

(4)

A company considered by the CSRC 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 ofArticle 12 of the present Provisions. 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 CSRC:

(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 government to establish the company;

(5)

A recommendation made by the people's government of the province, autonomous region 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 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 CSRC.

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 CSRC:

(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 the people's government 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 affairs 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 CSRC.

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 provisions.

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 CSRC 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 that 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 CSRC.

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 corresponding 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 Provisions, formulate rules and regulations for the implementation thereof.

Article 28

The present Provisions shall enter into effect as of the date of promulgation. Both the Measures 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 Measures 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 nullified.