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In order to carry into effect the relevant provisions of the Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors as jointly promulgated by the Ministry of Commerce, China Securities Regulatory Commission (CSRC), State Administration of Taxation, State Administration for Industry and Commerce and State Administration of Foreign Exchange, we hereby notify as follows the relevant issues regarding the acquisition of A-shares through strategic investment in listed countries, the relevant formalities for opening A-share securities accounts (hereinafter referred to as the securities accounts) and the registration of stocks by an investor from a foreign country or from the Hong Kong SAR, Macao SAR or Taiwan Region ( hereinafter referred to as an investor): I. An investor who legally holds any A-share of a listed company shall apply directly to either Shanghai branch or Shenzhen branch of the CSDC Co., Ltd for opening a securities account, for which the following materials shall be submitted: (1) A certification document of effective business registration of an investor as well as a photocopy thereof or any other document that could certify the establishment of relevant institution and has the same legal force as the document of business registration as well as a photocopy thereof; (2) A power of attorney as granted to the relevant handler by the board of directors or any director thereof, major shareholder or any other competent person, which can certify that the grantor has a right of authorization as well as an effective identity certification of the grantor and a photocopy thereof; (3) An effective identity certification of the relevant handler as well as a photocopy thereof; (4) The relevant approval documents as produced by the Ministry of Commerce and the CSRC on approving the strategic investment made by the relevant investor in a listed company as well as the relevant photocopies thereof or a certification document on shareholding as produced by the relevant listed company; (5) An Application Form for the Registration of Securities Account; and (6) A Commitment on Self-disciplinary Administration of Securities Account (See the Attachment for the format). Where any investor who holds the shares of a listed company before the listed company's initial public offering (IPO) is a natural person, in addition to his effective identity certification as well as a photocopy thereof, those materials as prescribed in items (4) through (6) in paragraph 1 of the present Article shall be provided. Where any of the foregoing materials is provided in any foreign language, a Chinese version is required. II. The approval documents and shareholding certification as mentioned in the preceding paragraph shall include the following: (1) Where any investment is made by means of directional offering conducted by a listed company, the relevant investor shall provide the relevant approval documents produced by the Ministry of Commerce on approving the strategic investment made by the relevant investor in the listed company as well as the verification document as produced by the CSRC on directional offering; (2) Where any investment is made by means of agreement-based transfer, the relevant investor shall provide the approval documents as produced by the Ministry of Commerce. In case any acquisition of a listed company is involved, the verification approval as produced by the CSRC shall be provided as well; (3) As to any investor that holds shares before the relevant listed company makes its IPO, the relevant certification on shareholding before the said IPO is made as produced by the listed company shall be produced; (4) Any other circumstance as prescribed by any law or regulation of the state or by any provision of the CSRC. III. Where any investor opens a securities account, the CSDC Co., Ltd may, according to the certification documents certifying that the investor legally holds A-shares of a listed company, handle the formalities for stock registration according to the relevant operating rules for stock registration and shall, according to the relevant provisions, handle the formalities for sale prohibition on the A-shares as held by the investor. IV. Upon the expiration of sale prohibition on the A-shares as held by an investor, the investor may apply for removing the sale prohibition on shares through the relevant listed company and, upon the relevant verification conducted by the CSRC, the CSDC Co., Ltd may handle the formalities for removing the sale prohibition on A-shares according to the documents as confirmed by the CSRC. V. Where any investor, before the expiration of sale prohibition on the A-shares it/he holds, requires to transfer the shares due to such special reasons as bankruptcy, liquidation and pledge, it/he shall provide the relevant approval documents as produced by such competent authorities as the Ministry of Commerce and shall handle the relevant formalities for transfer. VI. Any investor that has opened a securities account shall not open any securities account any more unless it is separately provided for by any law or regulation of the state or any provision of the CSRC. VII. Any matter that hasn't been prescribed in the present Circular shall be governed by the relevant provisions of the CSDC Co., Ltd on the administration of securities accounts and stock registration. VIII. The term "investors" as mentioned in the present Circular do not include any qualified foreign institutional investor. The application of any qualified foreign institutional investor for opening any securities account shall be handled according to the relevant provisions on qualified foreign institutional investors. IX. The present Circular shall come into force as of the day of promulgation. Attachment: COMMITMENT ON SELF-DISCIPLINARY ADMINISTRATION OF SECURITIES ACCOUNT A branch of China Securities Depository & Clearing Corporation Limited: This investor commits that: The securities account as opened in your Company shall only apply to the A-shares of listed companies that have been lawfully obtained as well as the sale of aforesaid shares upon the expiration of sale prohibition. Unless it's separately provided for by any law or regulation, no other securities may be transacted in the secondary market. (Seal/Signature) (Date) |
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