China Securities Regulatory Commission, Measures for the Regulation of Unlisted Public Companies

(ii) the shares are transferred to the public in a public manner (Article 2).

The scope of particular targets in a private placement includes the following institutions and natural persons:

(i) company shareholders;

(ii) the directors, supervisors, senior management and core personnel of the company; and

(iii) natural person investors, legal person investors or other economic organisations that comply with the provisions on the administration of the suitability of investors (Article 36).

The term “companies limited by shares” refers to companies limited by shares that apply for share transfer or private placement for the first time. The term “companies” refers to unlisted public companies, and companies limited by shares that apply for share transfer or private placement for the first time (Article 62).

Main contents: The shares of the target company acquired by an acquirer during the takeover of an unlisted public company may not be transferred within the 12-month period following the completion of the takeover (Article 15).

Promulgated: September 28 2012

Effective: January 1 2013

Applicability: The term “unlisted public companies” refers to companies limited by shares whose shares are not listed on any stock exchange for trading and that fall under any of the following circumstances:

(i) the shares are issued or transferred to particular targets, resulting in an aggregate number of shareholders of more than 200; and

(ii) the shares are transferred to the public in a public manner (Article 2).

The scope of particular targets in a private placement includes the following institutions and natural persons:

(i) company shareholders;

(ii) the directors, supervisors, senior management and core personnel of the company; and

(iii) natural person investors, legal person investors or other economic organisations that comply with the provisions on the administration of the suitability of investors (Article 36).

The term “companies limited by shares” refers to companies limited by shares that apply for share transfer or private placement for the first time. The term “companies” refers to unlisted public companies, and companies limited by shares that apply for share transfer or private placement for the first time (Article 62).

Main contents: The shares of the target company acquired by an acquirer during the takeover of an unlisted public company may not be transferred within the 12-month period following the completion of the takeover (Article 15).