Provisions of the State Council on Foreign Capital Stocks Listed in China by Joint Stock Limited Companies
Provisions of the State Council on Foreign Capital Stocks Listed in China by Joint Stock Limited Companies
Provisions of the State Council on Foreign Capital Stocks Listed in China by Joint Stock Limited Companies
Order of the State Council [1995] No.189
December 25, 1995
Provisions of the State Council on Foreign Capital Stocks Listed in China by Joint Stock Limited Companies adopted at the 37th Executive Meeting of the State Council on November 2, 1995, are hereby promulgated and come into force.
Article 1 In order to standardize the issue and transactions of foreign capital stocks listed in China by joint-stock companies and protect the lawful rights and interests of investors, these Regulation are formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China(hereinafter referred to as the Company Law).
Article 2 With the approval of the Securities Commission of the State Council, joint stock limited companies(hereinafter referred to as ``companies'' or ``company'') may issue foreign capital stocks to be listed in China. If the face value of the foreign capital stocks to be listed in China totals more than 30 million US dollars, the Securities Commission of the State Council shall report to the State Council for approval.
The above-mentioned issuing foreign capital stocks to be listed in China means issuing foreign capital stocks to be listed in China either for establishing a company by way of solicitation or for increasing capital of a company.
The total value of the foreign capital stocks listed in China authorized by the Securities Commission of the State Council shall be controlled within the maximum amount prescribed by the state.
Article 3 Foreign capital stocks issued by companies to be listed in China shall be in the form of nominative stocks, denominated in Renminbi, subscribed in and marketed by foreign currency, and listed and exchanged on stock exchanges in China.
If companies that issue foreign capital stocks to be listed in China issue stocks to investors within China(hereinafter referred to as ``internal stocks''), the internal stocks shall be in form of nominative stocks.
Article 4 Investors in foreign capital stocks listed in China shall be limited to:
1. Natural persons, legal persons and other organizations from foreign countries;
2. Natural persons, legal persons or other organizations from the Chinese regions of Hong Kong, Macao and Taiwan;
3. Chinese citizens living abroad; and
4. Other investors in foreign capital stocks prescribed by the Securities Commission of the State Council;
Investors in foreign capital stocks listed in China shall produce valid instruments as testimony to their identity and qualification as investors when they subscribe for or market foreign capital stocks.
Article 5 Stockholders that hold the same category of foreign capital stocks listed in China or internal stocks shall enjoy equal rights and interests and perform equal duties according to the Company Law.
Companies may make specific stipulations in the company constitution concerning stockholders' rights and duties.
Article 6 The constitution of a company shall be binding upon the company's stockholders, directors, supervisors, managers and other high-ranking management personnel.
Directors, supervisors, managers and other high-ranking management personnel shall be honest, diligent, and loyal to the company.
Other high-ranking management personnel mentioned in the first and second paragraphs of the present Article include persons in charge of the company's financial affairs, the secretary of the board of directors and other persons prescribed as such by the company constitution.
Article 7 The Securities Commission of the State Council and its surveillance management-implementing agency, the China Securities Regulatory Commission(CSRC), which is an affiliated establishment of the former, shall exercise administration and supervision over the issue, exchange and relevant business of foreign capital stocks listed in China according to laws and regulations.
Article 8 Establishment of a company by way of solicitation and application for issuing foreign capital stocks to be listed in China shall satisfy the following requirements:
1.
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