Special Provisions On Overseas Stock Raising And Listing Of Limited By Share Ltd

Special provisions on the overseas stock raising and listing of Limited by Share Ltd were issued in August 4th 1994, the first order issued by the 160th decree of the State Council, in order to meet the needs of overseas stock raising and overseas listing by Limited by Share Ltd, the provisions are formulated in accordance with the eighty-fifth and 155th articles of the People's Republic of China company law.

Second Limited by Share Ltd, approved by the Securities Commission of the State Council, can raise shares to specific or non specific investors abroad, and their shares can be listed overseas.

The overseas listing referred to in this Regulation refers to the stock issued by Limited by Share Ltd to overseas investors, which is pferred and circulated in the open securities trading place of an overseas company.

Third Limited by Share Ltd's shares that are raised and listed overseas by foreign investors (hereinafter referred to as overseas listed foreign capital stocks) are registered in the form of registered shares, which are denominated in Renminbi and subscribed in foreign currencies.

Overseas listing of foreign capital stocks abroad may take the form of overseas stock certificates or other derivative forms of stocks.

The fourth Securities Regulatory Commission of the State Council or its supervision and management executive body, the China Securities Regulatory Commission, may reach an understanding and agreement with the overseas securities regulatory body, and cooperate in supervising and managing the Limited by Share Ltd's offering of shares to overseas investors and listing abroad and related activities.

In order to raise shares of foreign investors and listing overseas, the fifth Limited by Share Ltd should submit written applications in accordance with the requirements of the Securities Commission of the State Council and attach relevant materials to the Securities Committee of the State Council for approval.

The sixth state-owned enterprises or state-owned enterprises whose dominant state assets are converted to Limited by Share Ltd for the purpose of raising shares and listing overseas, in accordance with the relevant provisions of the state, are initiated by way of initiating, with fewer than 5 sponsors. The Limited by Share Ltd can issue new shares once it is established.

The seventh Limited by Share Ltd (hereinafter referred to as the "company") offering shares to foreign investors and listed overseas, adopts the form of registered shares.

The eighth board of directors of the securities and Exchange Commission of the State Council shall issue a plan for the issuance of separately issued foreign shares and domestic capital stocks by the Approved Firm.

The plan for issuing separately listed foreign capital stocks and domestic capital stocks in accordance with the provisions of the preceding paragraph may be implemented separately within 15 months from the date of approval by the State Council's Certificate Committee.

When the ninth companies issue foreign capital shares and domestic capital stocks separately, they should be raised one time at a time. They can not be collected once in a special case. They can also be issued separately through the approval of the Securities Committee of the State Council.

If the tenth companies have not issued sufficient shares of the planned shares, they shall not issue new shares outside the plan.

If a company needs to adjust the issuance plan, it shall make a resolution by the shareholders' meeting and approve it after approval by the company's examination and approval department authorized by the State Council.

The interval between the foreign capital issue and the previous issue share can be less than 12 last month.

The eleventh companies will issue overseas listed foreign shares within the total number of shares issued by the plan. With the approval of the Securities Committee of the State Council, they can agree with the Underwriters in the package agreement, and reserve no more than 5% of the foreign capital stock listed overseas.

The issuance of the reserved shares is regarded as a part of the issue.

The plan of twelfth companies to issue overseas listed foreign capital shares and domestic capital stocks separately should be disclosed in detail in the prospectus of all the stocks raised by the company.

Adjustments to the approved and disclosed issuance plans must be re disclosed.

The thirteenth Securities Committee of the State Council, together with the approval department authorized by the State Council, may stipulate the essential provisions of the articles of association.

The articles of association shall specify the contents of the articles of association which are afraid of the requirements; the company shall not modify or delete the contents of the articles of association of the company's articles of association without authorization.

The fourteenth companies shall specify the business period of the company in the articles of association.

The duration of a company's business can be maintained for a long time.

The fifteenth articles of association of a company are binding on the company and its shareholders, directors, supervisors, managers and other senior managers.

The company and its shareholders, directors, supervisors, managers and other senior management personnel may, in accordance with the articles of association, claim their rights and submit arbitration or litigation.

The other senior managers referred to in the first and second paragraphs of this article include the person in charge of the company, the Secretary of the board of directors and other personnel specified in the articles of association.

The sixteenth overseas investors who hold overseas listed foreign shares according to law and whose names or names are registered on the company's roster of shareholders are the foreign listed shareholders of the company's overseas listing.

The rights and interests owners of foreign shares listed abroad can register their shares under the name of the shares in accordance with the legal provisions of the foreign capital stock register list or the place of listing abroad.

The register of foreign capital shareholders listed abroad is sufficient evidence to prove that the foreign capital shareholders of foreign listed companies hold shares in the company, except for the contrary evidence.

According to the understanding and agreement referred to in article fourth of these Provisions, the company may deposit the original list of the foreign listed stock holders abroad and entrust an overseas agency to manage it. The company shall prepare the Deputy book of the overseas listing of foreign capital stock shareholders made by the overseas agency in the company's residence. Seventeenth

The entrusted overseas agency shall ensure the consistency of the original and duplicate copies of the list of foreign capital shareholders listed overseas.

The correction of the original of the eighteenth roster of foreign capital shareholders of overseas listed companies needs to be made in accordance with the judicial ruling, and the court may have the jurisdiction of the place where the original register is kept.

If nineteenth foreign listed shareholders of overseas listed stocks lose stock and apply for replacement, they may be dealt with in accordance with the law of the place where the foreign stock ownership list is listed abroad, the rules of the securities exchange place or other relevant provisions.

When the twentieth shareholders' meeting is held, the company shall issue a written notice 45 days before the meeting, and inform all the registered shareholders of the matters to be considered and the date and place of the meeting.

The shareholders who intend to attend the shareholders' meeting shall deliver the meeting to the company in written form 20 days before the meeting.

The specific form of written notice and written reply shall be prescribed by the company in the articles of association.

The twenty-first companies hold annual meetings of shareholders' meetings. Shareholders holding more than 5% of the voting shares of the company have the right to submit new proposals to the company in writing. The company shall include matters within the scope of the responsibilities of the shareholders' meeting within the agenda of the conference.

The twenty-second companies calculate the number of voting shares represented by the shareholders to be represented on the 20 day before the shareholders' meeting.

The number of voting shares represented by the shareholders representing the meeting will reach 1/2 of the total number of voting shares of the company. The company may hold a shareholders' meeting. If the company fails to reach the meeting, the company shall notify the shareholders in the form of announcement within 5 days of the meeting, and the date and place of the meeting shall be announced in the form of announcement.

The directors, supervisors, managers and other senior managers of the twenty-third companies are responsible for the integrity and diligence of the company.

The personnel listed in the preceding paragraph shall abide by the articles of association of the company, faithfully perform their duties, safeguard the interests of the company, and not make use of their status and functions in order to seek personal gain for themselves.

The twenty-fourth companies should employ independent accounting firms in compliance with relevant state regulations, audit the annual reports of the company, and review other financial reports of the company.

The company shall provide relevant accounting and replies to its accounting firms.

The date of appointment of an accounting firm shall be concluded from the end of the annual meeting of the company's shareholders to the end of the next year's annual meeting of shareholders.

If the twenty-fifth companies dismiss or refuse to renew their accounting firms, they should notify the accounting firms in advance, and the accounting firms have the right to state their opinions to the shareholders' meeting.

If an accounting firm makes a resignation, it shall explain to the shareholders' meeting whether the company has any improper circumstances.

The twenty-sixth companies that employ, dismiss or refuse to renew the accounting firm shall make a decision by the shareholders' meeting and report it to the China Securities Regulatory Commission for the record.

The twenty-seventh companies pay dividends and other payments to foreign equity shareholders listed abroad. They are denominated and declared in Renminbi and are paid in foreign currencies.

The settlement of foreign currency capital raised by the company and the foreign currency required by the company to pay dividends to shareholders and other payments shall be handled in accordance with the relevant provisions of the state on foreign exchange administration.

The company's articles of association stipulate that other institutions should replace foreign currencies and pay them to shareholders in accordance with the provisions of the articles of association.

The contents of the information disclosure documents issued by the twenty-eighth companies of the company shall not contradict each other.

In accordance with the regulations of domestic and overseas laws, regulations and rules of securities trading places, if the information disclosed by the company is different from that of other countries or regions outside the country, the difference shall be disclosed at the same time in the relevant securities trading places.

Disputes between twenty-ninth overseas listing of foreign capital shareholders and companies, between foreign listed shareholders and directors, supervisors and managers, between overseas listed foreign capital shareholders and domestic capital shareholders, which are related to the contents of the articles of association and other matters of the company, shall be dealt with in accordance with the provisions of the articles of association.

The settlement of disputes mentioned in the glue shall be governed by the laws of the People's Republic of China.

These thirtieth provisions shall be implemented on the date of promulgation.