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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

MOFTEC

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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 12

The Company shall submit the following documents to the CSRC while applying for issuance of domestically-listed shares held overseas to increase the share capital:

(1) Application report;

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

(3) Written approval for a new issuance by departments authorized by the State Council, or the People's Government at the level of provinces, autonomous regions or cities directly under the Central Government.

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

(5) Business license of the Company issued by registration authorities;

(6) Articles of Association of the Company;

(7) Prospectus;

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

(9) Financial statements of the Company for the past three years audited by Certified Accountants and their firm and auditing report signed and sealed by more than two Certified Accountants and their firm.

(10) Legal Comments signed and sealed by more than two lawyers on related legal matters;

(11) Underwriting plan and underwriting agreement for the share placement; and

(12) Other documents required by CSRC.


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