Notice On The Application Of Enterprises For Overseas Listing

The notice of the relevant departments of the provinces, autonomous regions, municipalities directly under the central government and cities under separate planning, and relevant departments of the State Council: in order to support the financing of Chinese enterprises to enter the international capital market, the state-owned enterprises, collective enterprises and other ownership enterprises will be reorganized into Limited by Share Ltd (hereinafter referred to as "companies") and meet the requirements of overseas listing, and they can voluntarily submit applications for overseas listing to the China Securities Regulatory Commission (hereinafter referred to as "SFC").

The relevant issues concerning the application of the company to the overseas main board market are hereby notified as follows: 1.

(two) the purpose of financing is in line with the state's industrial policy, the policy of utilizing foreign investment and the state's provisions on fixed asset investment.

(three) net assets of not less than 400 million yuan, the profit after tax in the past year is not less than 60 million yuan, and has growth potential. According to the reasonable expected price earnings ratio, the amount of financing is not less than 50 million US dollars.

Four, the company has a standardized corporate governance structure and a better internal management system, and has a relatively stable senior management level and a high level of management.

(five) after the listing, dividends have a reliable source of foreign exchange, which is in line with the relevant provisions of the state's foreign exchange control.

(six) other conditions stipulated by the SFC.

Two, the application documents to be submitted by the company for overseas listing.

The contents should include: the company's evolution and business profile, restructuring plan and capital structure, compliance with conditions for listing overseas, operating performance and financial position (financial statements for the last three fiscal years, profit forecasts and basis for the current year), and financing purposes.

The application must be signed by all directors or members of the Preparatory Committee and sealed by the company or the main sponsor.

At the same time, fill in the short form of overseas listing declaration (see Annex).

(two) the provincial people's government or the relevant departments under the State Council agree to the documents listed overseas.

(three) overseas investment bank's analysis and recommendation report on the issuance and listing of the company.

(four) the approval of the company's approval authority for the establishment of a joint stock company and the pfer to an overseas company.

(five) the resolution of the shareholders' meeting on overseas stock raising and listing.

(six) the approval document of asset appraisal and the approval of state owned equity management by the state assets management department.

(seven) the approval of land and resources management department for the appraisal and confirmation of land use right and the disposal plan of the right to the use of land.

The company's articles of Association (eight).

(nine) prospectus.

(ten) reorganization agreement, service agreement and other related paction agreement.

(eleven) legal opinion.

(twelve) audit report, asset appraisal report and profit forecast report.

(thirteen) issue a listing plan.

(fourteen) other documents required by the SFC.

Three, application and approval procedures. (1) the company's initial application for listing and issuing to overseas securities regulatory agencies or exchanges, such as the submission of the A1 form to the Hongkong stock exchange, should submit to the SFC a (1) to (three) document in five parts of the second part of this circular in five copies.

(two) the SFC will consult with the State Planning Commission and the State Economic and Trade Commission on whether the application is in line with the state's industrial policies, foreign capital utilization policies and related fixed assets investment regulations.

(three) after preliminary examination, the SFC issued the Ministry of supervision to inform the company whether it agreed to accept its application for overseas listing.

(four) before deciding on an intermediary, a company should submit a list of the selected intermediaries to the SFC for record.

The company should submit the initial application (such as the A1 form submitted to the Hongkong stock exchange) to the CSRC for 5 days before submitting the initial application for listing and issuing to the overseas securities regulatory authority or exchange for 5 days.

(six) the company shall submit to the SFC 10 (four) to (fourteen) documents, two copies of the second part of this circular, before filing a formal application for listing and issuing a listing to an overseas securities regulatory body or exchange, if it is heard at the Hongkong stock exchange.

The SFC will give an examination and approval within 10 working days.

Annex: listing form for overseas listing, China Securities Regulatory Commission