Questions Relevant to Foreign-funded Companies Limited by Shares Circular
关于外商投资股份公司有关问题的通知
The General Office of the Ministry of Foreign Trade and Economic Cooperation issued a circular which concerns the listing of shares for foreign-funded companies limited by shares in the PRC.
(Issued by the General Office of the Ministry of Foreign Trade and Economic Cooperation on 17 May 2001.)
（对外贸易经济合作部办公厅于2001年5月17日发布。）
To the Commissions (Departments) of Foreign Trade and Economic Cooperation of all provinces, autonomous regions, municipalities directly under the central government and municipalities with independent development plans:
This Circular on the questions set forth below is issued in order to regulate the listings of foreign-funded companies limited by shares:
各省、自治区、直辖市及计划单列市外经贸委（厅）：
1. The establishment of foreign-funded companies limited by shares and applications to convert existing foreign-funded limited liability companies into foreign-funded companies limited by shares must comply with the requirements of the Certain Questions on the Establishment of Foreign-funded Companies Limited by Shares Tentative Provisions and submitted to the Ministry of Foreign Trade and Economic Cooperation for examination and approval in accordance with the prescribed procedures.
2. Existing foreign-funded companies limited by shares that apply to issue A shares or B shares shall obtain the written consent of the Ministry of Foreign Trade and Economic Cooperation and satisfy the following conditions:
为了规范外商投资股份公司上市。现就有关问题通知如下：
(1) foreign-funded companies limited by shares that apply to list and those that are listed shall comply with the policies for foreign investment in the relevant industry;
(2) foreign-funded companies limited by shares that apply to list shall be enterprises that were established or reorganized in accordance with provisions and procedures;
一、设立外商投资股份公司或现有的外商投资有限责任公司申请转为外商投资股份公司，须符合《关于设立外商投资股份有限公司若干问题的暂行规定》的要求并按规定程序报外经贸部审批。
(3) the proportion of the unlisted foreign investment shares of a listed foreign-funded company limited by shares shall not be less than 25% of its total capital stock; and
(4) compliance with other conditions required by laws and regulations concerning listed companies.
二、现有外商投资股份公司申请上市发行Ａ股或Ｂ股，应获得外经贸部书面同意并应符合下列条件：
3. Companies that, prior to the listing, are B share companies in the form of Sino-foreign equity joint ventures and that apply for the listing and floating of their unlisted foreign investment shares shall submit such applications to the China Securities Regulatory Commission after obtaining the written consent of the Ministry of Foreign Trade and Economic Cooperation, in accordance with the requirements of the Questions Relevant to the Listing and Floating of the Unlisted Foreign Investment Shares of Companies That Have Issued Foreign Investment Shares Listed in China (B Shares) Circular. The application for the listing and floating of the unlisted foreign investment shares shall satisfy the following conditions:
(1) after the issue of the B shares, the unlisted foreign investment shares of the foreign-funded company limited by shares shall account for not less than 25% of the total capital stock;
（一）申请上市与上市后的外商投资股份公司应符合外商投资产业政策。
(2) the unlisted foreign investment shares to be listed and floated shall have been in existence for more than one year;
（二） 申请上市的外商投资股份公司应为按规定和程序设立或改制的企业。
(3) the succeeding holders of the unlisted foreign investment shares that have been converted into floating shares shall be able to perform the obligations and responsibilities of the pre-listing holders of the said shares as stipulated in the company's articles of association;
（三） 上市后的外商投资股份公司的非上市外资股比例应不低于总股本的25％。
(4) compliance with other conditions required by laws and regulations concerning listed companies.
（四） 符合上市公司有关法规要求的其它条件。
Unlisted foreign investment shares held by foreign-funded investment companies may, for the moment, not be converted into floating shares.
You are requested to handle matters in accordance with the above.
clp reference:2300/01.05.17promulgated:2001-05-17三、上市前属于中外合资企业的Ｂ股公司，申请其非上市外资股上市流通，应按《关于境内上市外资股（Ｂ股）公司非上市外资股上市流通问题的通知》的要求，在获得外经贸部书面同意意见后，向中国证监会报送非上市外资股上市流通的申请方案。申请非上市外资股上市流通应符合下列条件：
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