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State Council Regulations for Domestically-Listed Shares Held Overseas of Companies Limited by Shares
(Promulgated by Decree No.189 of the State Council on December 25, 1995)

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

Article 21

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Article 28

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Manifest

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China - State Council Regulations for Domestically-Listed Shares Held Overseas of Companies Limited by Shares, 1995

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State Council Regulations for Domestically-Listed Shares Held Overseas of Companies Limited by Shares
(Promulgated by Decree No.189 of the State Council on December 25, 1995)

Article 11

When a Company is established by means of share placement, it shall submit the following documents to the CSRC for application for issuance of domestically-listed shares held overseas:

(1) Application report;

(2) Names or titles of the promoters, the amount of shares subscribed by the promoters, types of their investment and certificate of investment verification;

(3) Resolution passed at the meeting of promoters giving consent to public offer of domestically-listed shares held overseas;

(4) Written approval for establishment of the Company by departments authorized by the State Council, or People's Government at the level of provinces, autonomous regions or cities directly under the Central Government;

(5) Written recommendation by the competent enterprise management authorities under the State Council, or People's Government at the level of provinces, autonomous regions or cities directly under the Central Government;

(6) Notice of Pre-Examination of the Name of Enterprise issued by registration authorities;

(7) Draft Articles of Association;

(8) Prospectus;

(9) Feasibility study for the use of share capital; and written approval for the establishment of fixed assets project given by related departments if the share capital will be used in a fixed assets project to approval;

(10) Financial statements for the past 3 years of the existing enterprise or of the state enterprise who is the major promoter of the Company, audited by Certified Accountants and their firm; and auditing report signed and sealed by more than two Certified Accountants and their firm;

(11) Assets Appraisal Report signed and sealed by more than two professional appraisers; written confirmation by authorities in charge of State assets, and written approval concerning State equity where State assets are involved;

(12) Legal Comments signed and sealed by more than two lawyers and their firm;

(13) Underwriting plan and underwriting agreement for share placement; and

(14) Other documents required by CSRC.


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