Administrative Measures for the Supervision of Unlisted Public Companies (Amended in 2025)
Administrative Measures for the Supervision of Unlisted Public Companies (Amended in 2025)
Administrative Measures for the Supervision of Unlisted Public Companies (Amended in 2025)
Order of the China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted at the 17th chairmen's executive meeting of the China Securities Regulatory Commission on September 28, 2012; amended in accordance with the Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies made by the China Securities Regulatory Commission respectively on December 26, 2013, December 20, 2019, and October 30, 2021; and revised at the second executive meeting of the China Securities Regulatory Commission in 2023 on February 17, 2023; and amended according to the Decision on Revising Certain Securities and Futures Rules made by the China Securities Regulatory Commission on February 19, 2025)
Chapter I General Provisions
Article 1 For the purpose of regulating unlisted public companies' stock transfer and offering activities, protecting investors' legitimate rights and interests, and maintaining the public interests, the Administrative Measures for the Supervision of Unlisted Public Companies (hereinafter referred to as the "Measures") are formulated in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and other relevant laws and regulations.
Article 2 For the purpose of the Measures, the unlisted public companies (hereinafter referred to as the "public companies") refer to those joint stock limited companies, which fall within any of the following circumstances and stocks of which are not listed on any securities exchange for trading:
(1) the number of shareholders reaches 200 or more accumulatively as a result of offering or transferring stocks to particular investors; or
(2) stocks are transferred in a public manner.
Article 3 A public company shall be of clear equity structure, have legal and standardized operation and sound governance structure, and perform obligation of information disclosure in accordance with the laws, administrative regulations, the Measures and its articles of association.
Article 4 Transfer of such stocks in a public manner by public companies shall be carried out on the National Equities Exchange and Quotations (NEEQ) and all public companies' stocks that are transferred publicly shall be subject to centralized deposit by China Securities Depository and Clearing Corporation Limited (CSDC).
Article 5 The public companies may conduct equity financing, debt financing, asset restructuring and other activities in accordance with the law.
The public companies shall offer preference shares, convertible corporate bonds and other securities in accordance with the law, administrative regulations and relevant provisions specified by the China Securities Regulatory Commission (CSRC).
Article 6 Securities companies, law firms, accounting firms and other securities service institutions issuing special documents to companies shall act diligently and honestly, carefully perform obligations of prudent check, issue professional opinions based on legally formed business rules, industrial practice standards and code of ethics, guarantee the authenticity, accuracy and completeness of documents issued, and subject themselves to the supervision and administration of the CSRC.
Chapter II Corporate Governance
Article 7 A public company shall formulate its articles of association in accordance with the law.
The formulation and revision of the articles of association shall comply with the Company Law and relevant regulations of the CSRC.
Article 8 A public company shall establish systems of the shareholders' meeting, the board of directors and the board of supervisors by taking company features and governance mechanism into consideration and define their duties and rules of procedure.
Article 9 A public company's governance structure shall ensure that all of its shareholders, especially minority shareholders can exercise the legal rights empowered by laws, administrative regulations and the company's articles of association.
Shareholders have the right to be informed and the right to participate in the company's major issues specified in laws, administrative regulations and the company's articles of association.
A public company shall establish and improve its investor relations management and protect the legitimate rights and interests of investors.
Article 10 The convening of, deliberation of proposals in, notice time of, procedures of convening, powers of attorney for, voting and resolutions of a public company's shareholders' meeting, board of directors and board of supervisors shall comply with laws, administrative regulations and the company's articles of association; and meeting minutes shall be kept in a complete and safe manner.
Deliberation of proposals by the shareholders' meeting shall comply with prescribed procedural provisions to guarantee shareholders' rights to be informed, participate in, make inquiries and vote; and the board of directors shall make resolutions on proposed issues within its authority and the scope authorized by the shareholders' meeting and shall not replace the shareholders' meeting to vote on issues exceeding the board's authority and the authorized scope.
Article 11 A public company's board of directors shall carry out adequate discussion and assessment on whether the company's governance mechanism brings appropriate protection and equal rights to all of the company's shareholders.
Article 12 A public company shall strengthen internal management and establish accounting system and systems of financial management and risk control in accordance with relevant provisions so as to guarantee the authenticity, reliability and compliance with the laws and regulations of the company's financial statements.
Article 13 When developing related-party transactions, any public company shall follow such principles of impartialness, voluntariness and compensation for equal value, guarantee the impartiality and fairness of the transactions, protect the company's legal rights and interests, and go through corresponding procedures of deliberating in accordance with the laws, administrative regulations, CSRC provisions and the company's articles of association.
Related-party transactions shall not harm the interests of public companies.
Article 14 A public company shall take effective measures to prevent shareholders and their associated parties from appropriating or transferring the company's capital, assets or other resources in various forms.
Shareholders, actual controllers, directors, supervisors and senior officers of a public company shall not commit acts that infringe on the company's assets and the transmission of benefits, which harm the interests of the company.
No public company may provide a guarantee to others without the approval or authorization of its board of directors or shareholders' meeting.
Article 15 When conducting M&A and restructuring activities, a public company shall go through corresponding decision-making procedures in accordance with the laws, administrative regulations, CSRC provisions and the company's articles of association and engage a securities company and securities service institutions concerned to present professional opinions.
No entity or individual may infringe upon the public company's and its shareholders' legal rights and interest by taking advantage of M&A or restructuring.
Article 16 When purchasing a public company, the purchaser or its actual controller shall be of improved corporate governance mechanism and good faith record. The purchaser shall not gain financial aids from the purchased company in any form or infringe upon the legal rights and interests of the purchased company and its shareholders.
In a purchase of a public company, the purchaser shall undertakes that the shares of the purchased company held by the purchaser will not be transferred within 12 months upon accomplishment of the purchase.
Article 17 Where a public company carries out major asset restructuring, assets under such restructuring shall be of clear ownership, valued in a fair manner, and the public company after restructuring shall be of improved governance mechanism and shall not infringe upon the legal rights and interests of the public company and its shareholders.
Article 18 A public company shall set forth the establishment of voting avoidance system in its articles of association in accordance with the law and in light of the company's situations.
Article 19 A public company shall set forth a dispute settlement mechanism in its articles of association. Shareholders have the right to protect their legal rights and interests through arbitration, civil litigation or other legal means in accordance with the law, administrative regulations and the company's articles of association.
Article 20 Where a company subject to public transfer of its stocks has shares with special voting rights, it shall stipulate the following matters in its Articles of Association:
(1) qualifications of holders of shares with special voting rights;
(2) the percentage of the number of voting rights representing shares with special voting rights to the number of voting rights representing ordinary shares;
(3) the scope of the matters in the shareholders' meeting on which holders of shares with special voting rights can take part in voting;
(4) the locking and transfer restrictions of shares with special voting rights;
(5) the conversion between shares with special voting rights and ordinary shares; and
(6) other matters.
The NEEQ shall formulate specific provisions on the setting of voting right difference, and the existence, adjustment, information disclosure and investor protection in respect of companies that have shares with special voting rights.
Chapter III Information Disclosure
Article 21 Companies and other information disclosure obligors shall perform their information disclosure obligations in accordance with the law, administrative regulations and the provisions of the CSRC.
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Order of the China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted at the 17th chairmen's executive meeting of the China Securities Regulatory Commission on September 28, 2012; amended in accordance with the Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies made by the China Securities Regulatory Commission respectively on December 26, 2013, December 20, 2019, and October 30, 2021; and revised at the second executive meeting of the China Securities Regulatory Commission in 2023 on February 17, 2023; and amended according to the Decision on Revising Certain Securities and Futures Rules made by the China Securities Regulatory Commission on February 19, 2025)
Chapter I General Provisions
Article 1 For the purpose of regulating unlisted public companies' stock transfer and offering activities, protecting investors' legitimate rights and interests, and maintaining the public interests, the Administrative Measures for the Supervision of Unlisted Public Companies (hereinafter referred to as the "Measures") are formulated in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and other relevant laws and regulations.
Article 2 For the purpose of the Measures, the unlisted public companies (hereinafter referred to as the "public companies") refer to those joint stock limited companies, which fall within any of the following circumstances and stocks of which are not listed on any securities exchange for trading:
(1) the number of shareholders reaches 200 or more accumulatively as a result of offering or transferring stocks to particular investors; or
(2) stocks are transferred in a public manner.
Article 3 A public company shall be of clear equity structure, have legal and standardized operation and sound governance structure, and perform obligation of information disclosure in accordance with the laws, administrative regulations, the Measures and its articles of association.
Article 4 Transfer of such stocks in a public manner by public companies shall be carried out on the National Equities Exchange and Quotations (NEEQ) and all public companies' stocks that are transferred publicly shall be subject to centralized deposit by China Securities Depository and Clearing Corporation Limited (CSDC).
Article 5 The public companies may conduct equity financing, debt financing, asset restructuring and other activities in accordance with the law.
The public companies shall offer preference shares, convertible corporate bonds and other securities in accordance with the law, administrative regulations and relevant provisions specified by the China Securities Regulatory Commission (CSRC).
Article 6 Securities companies, law firms, accounting firms and other securities service institutions issuing special documents to companies shall act diligently and honestly, carefully perform obligations of prudent check, issue professional opinions based on legally formed business rules, industrial practice standards and code of ethics, guarantee the authenticity, accuracy and completeness of documents issued, and subject themselves to the supervision and administration of the CSRC.
Chapter II Corporate Governance
Article 7 A public company shall formulate its articles of association in accordance with the law.
The formulation and revision of the articles of association shall comply with the Company Law and relevant regulations of the CSRC.
Article 8 A public company shall establish systems of the shareholders' meeting, the board of directors and the board of supervisors by taking company features and governance mechanism into consideration and define their duties and rules of procedure.
Article 9 A public company's governance structure shall ensure that all of its shareholders, especially minority shareholders can exercise the legal rights empowered by laws, administrative regulations and the company's articles of association.
Shareholders have the right to be informed and the right to participate in the company's major issues specified in laws, administrative regulations and the company's articles of association.
A public company shall establish and improve its investor relations management and protect the legitimate rights and interests of investors.
Article 10 The convening of, deliberation of proposals in, notice time of, procedures of convening, powers of attorney for, voting and resolutions of a public company's shareholders' meeting, board of directors and board of supervisors shall comply with laws, administrative regulations and the company's articles of association; and meeting minutes shall be kept in a complete and safe manner.
Deliberation of proposals by the shareholders' meeting shall comply with prescribed procedural provisions to guarantee shareholders' rights to be informed, participate in, make inquiries and vote; and the board of directors shall make resolutions on proposed issues within its authority and the scope authorized by the shareholders' meeting and shall not replace the shareholders' meeting to vote on issues exceeding the board's authority and the authorized scope.
Article 11 A public company's board of directors shall carry out adequate discussion and assessment on whether the company's governance mechanism brings appropriate protection and equal rights to all of the company's shareholders.
Article 12 A public company shall strengthen internal management and establish accounting system and systems of financial management and risk control in accordance with relevant provisions so as to guarantee the authenticity, reliability and compliance with the laws and regulations of the company's financial statements.
Article 13 When developing related-party transactions, any public company shall follow such principles of impartialness, voluntariness and compensation for equal value, guarantee the impartiality and fairness of the transactions, protect the company's legal rights and interests, and go through corresponding procedures of deliberating in accordance with the laws, administrative regulations, CSRC provisions and the company's articles of association.
Related-party transactions shall not harm the interests of public companies.
Article 14 A public company shall take effective measures to prevent shareholders and their associated parties from appropriating or transferring the company's capital, assets or other resources in various forms.
Shareholders, actual controllers, directors, supervisors and senior officers of a public company shall not commit acts that infringe on the company's assets and the transmission of benefits, which harm the interests of the company.
No public company may provide a guarantee to others without the approval or authorization of its board of directors or shareholders' meeting.
Article 15 When conducting M&A and restructuring activities, a public company shall go through corresponding decision-making procedures in accordance with the laws, administrative regulations, CSRC provisions and the company's articles of association and engage a securities company and securities service institutions concerned to present professional opinions.
No entity or individual may infringe upon the public company's and its shareholders' legal rights and interest by taking advantage of M&A or restructuring.
Article 16 When purchasing a public company, the purchaser or its actual controller shall be of improved corporate governance mechanism and good faith record. The purchaser shall not gain financial aids from the purchased company in any form or infringe upon the legal rights and interests of the purchased company and its shareholders.
In a purchase of a public company, the purchaser shall undertakes that the shares of the purchased company held by the purchaser will not be transferred within 12 months upon accomplishment of the purchase.
Article 17 Where a public company carries out major asset restructuring, assets under such restructuring shall be of clear ownership, valued in a fair manner, and the public company after restructuring shall be of improved governance mechanism and shall not infringe upon the legal rights and interests of the public company and its shareholders.
Article 18 A public company shall set forth the establishment of voting avoidance system in its articles of association in accordance with the law and in light of the company's situations.
Article 19 A public company shall set forth a dispute settlement mechanism in its articles of association. Shareholders have the right to protect their legal rights and interests through arbitration, civil litigation or other legal means in accordance with the law, administrative regulations and the company's articles of association.
Article 20 Where a company subject to public transfer of its stocks has shares with special voting rights, it shall stipulate the following matters in its Articles of Association:
(1) qualifications of holders of shares with special voting rights;
(2) the percentage of the number of voting rights representing shares with special voting rights to the number of voting rights representing ordinary shares;
(3) the scope of the matters in the shareholders' meeting on which holders of shares with special voting rights can take part in voting;
(4) the locking and transfer restrictions of shares with special voting rights;
(5) the conversion between shares with special voting rights and ordinary shares; and
(6) other matters.
The NEEQ shall formulate specific provisions on the setting of voting right difference, and the existence, adjustment, information disclosure and investor protection in respect of companies that have shares with special voting rights.
Chapter III Information Disclosure
Article 21 Companies and other information disclosure obligors shall perform their information disclosure obligations in accordance with the law, administrative regulations and the provisions of the CSRC.
......