China Securities Regulatory Commission, Regulatory Guidelines for Listed Companies No.4: Undertakings of De facto Controllers, Shareholders, Affiliated Parties and Acquirers of Listed Companies and of Listed Companies, and the Performance Thereof

Issued: December 27 2013

Main contents: The undertakings that the de facto controllers, shareholders, affiliated parties and acquirers of listed companies and listed companies (Undertaking Parties) give in the course of an initial public offering of shares, refinancing, share reform, acquisition, restructuring or dedicated corporate governance activities to solve competition with related parties, inject assets, apply equity incentives or solve title defects, etc. must have a clear deadline for performance.

If an undertaking has genuinely become impossible to perform or if performance thereof would be adverse to safeguarding the rights and interests of the listed company, unless the same is due to objective reasons beyond one's control, such as a change in a relevant law, relevant regulations or a relevant policy, natural disaster, etc., the Undertaking Party is required to fully disclose the reason therefor and propose to the listed company or other investors use of a new undertaking to replace the original undertaking or an exemption from performance of the obligations it undertook.