Issues Relevant to the Transfer of State-owned Shares and Legal Person Shares in Listed Companies to Foreign Investors Circular

(Issued by the China Securities Regulatory Commission, the Ministry of Finance and the State Economic and Trade Commission on 1 November 2002.)

With the approval of the State Council, we hereby notify you of issues relevant to the transfer of State-owned shares and legal person shares in listed companies to foreign investors, in order to introduce advanced foreign management experience, technology and funds, to increase the pace of adjustment of the economic structure, to refine the corporate governance structure of listed companies, to increase international competitiveness, to protect the lawful rights and interests of investors and to promote the healthy development of the securities market.

1. The following principles shall be observed in the transfer of State-owned shares and legal person shares in listed companies to foreign investors:

1.                  observe State laws and regulations, safeguard national economic security and the public interest, prevent the erosion of State assets and maintain social stability;

2.                  comply with the requirements of the strategic rearrangement of the State-owned economy and the requirements of national industrial policy, and promote the optimal allocation of State capital and fair competition;

3.                  uphold the principles of acting in a transparent, impartial and fair manner, and safeguard the lawful rights and interests of shareholders, especially small and medium-sized shareholders; and

4.                  attract mid- and long-term investment, prevent short-term speculation and protect the order of the securities market.

2. The transfer of State-owned shares and legal person shares in listed companies to foreign investors shall comply with the requirements of the Foreign Investment Industrial Guidance Catalogue. State-owned shares and legal person shares in listed companies engaged in industries in which foreign investment is prohibited may not be transferred to foreign investors. If, by reason of the industry in which the listed company is engaged, Chinese parties must hold a controlling or relative controlling interest, Chinese parties shall continue to hold a controlling or relative controlling interest after the transfer.

3. A foreign investor acquiring State-owned or legal person shares shall have comparatively strong operation and management capabilities, be financially strong, have a relatively good financial position and reputation and have the abilities to improve the corporate governance and promote the continued development of the listed company.

In principle, the transfer of State-owned shares and legal person shares in listed companies to foreign investors shall be carried out by the method of public bidding.

4. If the transfer of State-owned shares and legal person shares in listed companies to foreign investors involves industrial policy and enterprise reorganization, the State Economic and Trade Commission shall be responsible for examination and approval; if it involves the management of State-owned shares, the Ministry of Finance shall be responsible for the examination and approval; any major matters shall be submitted to the State Council for approval. The transfer of State-owned shares and legal person shares to foreign investors must comply with the China Securities Regulatory Commission's provisions regarding such matters as the takeover of, and the disclosure of information by, listed companies.

No department or local authority may approve the transfer of State-owned shares and legal person shares in listed companies to foreign investors without authorization.

5. The parties to a transfer shall register the change in ownership with the securities registration and clearing institution and register the change in shareholders with the administration for industry and commerce on the strength of the approval document from the State Economic and Trade Commission or the Ministry of Finance, the foreign investor's payment receipt and other related documents in accordance with the law. The securities registration and clearing institution and the administration for industry and commerce may not process change of ownership registration and change of shareholder registration until payment of the transfer price has been completed.

6. The parties to a transfer of State-owned shares or legal person shares in a listed company to a foreign investor shall handle foreign investment-related foreign exchange registration with the exchange control authorities before the change of ownership. If on-transfer of the foreign investor's equity interest is involved, the parties shall amend the foreign investment-related foreign exchange registration with the exchange control authorities before the change of ownership.

7. Foreign investors shall make payment for the transfers in freely convertible currency. Foreign investors with investments in China may alternatively make payment with renminbi profits derived from such investments, subject to examination and approval by the exchange control authorities. Foreign investors may transfer their purchased shares 12 months after full payment of the entire transfer price.

8. Foreign exchange revenue from the transfer of State-owned shares or legal person shares shall be settled by the transferor within the prescribed time limit on the strength of the transfer approval document, subject to approval by the exchange control authorities.

After a foreign investor acquires State-owned shares or legal person shares, it may lawfully convert into foreign exchange and remit out of the country its share of the listed company's net profits, its revenue from subsequent transfer of the shares and its share of the funds distributed after the termination and liquidation of the listed company, subject to verification by the exchange control authorities.

9. After the transfer of State-owned shares and legal person shares to foreign investors, listed companies shall continue to be governed by the original relevant policies and shall not enjoy treatment as foreign-invested enterprises.

The revenue from the transfer of State-owned shares shall be disposed of and utilized according to relevant State provisions.

10. The transfer of State-owned shares and legal person shares in listed companies to investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan region shall be governed by this Circular.