Notice of the Ministry of Finance, State Economic and Trade Commission, and China Securities Regulatory Commission on Issues Concerning the Transfer of State-Owned Shares and Legal Person Shares in Listed Companies to Foreign Investors

财政部、国家经济贸易委员会、中国证券监督管理委员会关于向外商转让上市公司国有股和法人股有关问题的通知

Promulgating Institution: Ministry of Finance; State Economic and Trade Commission; China Securities Regulatory Commission

Document Number:Zheng Jian Fa [2002] No. 83

Promulgating Date: 11/01/2002

Effective Date:11/01/2002

Revision History: This document has been declared repealed pursuant to the Decision of China Securities Regulatory Commission on Repealing Certain Securities and Futures Related Regulations (Batch Ⅹ) promulgated on December 16, 2010.

颁布机关:财政部; 国家经济贸易委员会; 中国证券监督管理委员会

文      号: 证监发[2002]83号

颁布时间: 11/01/2002

实施时间: 11/01/2002

修订记录: 根据2010年12月16日发布的《中国证券监督管理委员会关于废止部分证券期货规章的决定（第十批）》，此文件被宣布废止。

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正文

In order to introduce advanced management expertise, technologies and funds from abroad, quickened the pace of adjusting the economic structure, improve the corporate governance structure of listed companies, enhance international competitiveness, protect investors' lawful rights and interests, and promote the healthy development of the securities market, we hereby notify as follows, subject to the State Council's consent, on the issues concerning the transfer of State-owned shares and legal person shares in listed companies to foreign investors:

    为引进国外先进管理经验、技术和资金,加快经济结构调整步伐,改善上市公司法人治理结构,提高国际竞争力,保护投资者的合法权益,促进证券市场健康发展,经国务院同意,现就向外商转让上市公司国有股和法人股问题通知如下:

1. Transfers of State-owned shares and legal person shares in listed companies to foreign investors shall be in conformity with the following principles:

(1) Observing the laws and regulations of the State, safeguarding the State's economic security and the interest of the social public, preventing the loss of State-owned assets and maintaining the social stability;

(2) Meeting the requirements of the strategic adjustment of the distribution of State-owned economy and the State's industry policies, while promoting the optimized allocation of State-owned capital and fair competition;

(3) Adhering to the principles of openness, justness and fairness, while safeguarding the lawful rights and interests of shareholders, especially small and medium shareholders; and

(4) Attracting mid-term and long-term investment, preventing short-term speculation and maintaining the order of the securities market.

       一、向外商转让上市公司国有股和法人股,应当遵循以下原则:

    (一)遵守国家法律法规,维护国家经济安全和社会公共利益,防止国有资产流失,保持社会稳定;

    (二)符合国有经济布局战略性调整和国家产业政策的要求,促进国有资本优化配置和公平竞争;

    (三)坚持公开、公正、公平的原则,维护股东特别是中小股东的合法权益;

    (四)吸引中长期投资,防止短期炒作,维护证券市场秩序。

2. Transfers of State-owned shares and legal person shares in listed companies to foreign investors shall be in conformity with the requirements of the Industry Catalog for Guiding Foreign Investment. The State-owned shares and legal person shares in any listed company in which foreign investment is banned shall not be transferred to foreign investors. With respect to listed companies that must be controlled or relatively controlled by Chinese parties, such control or relative control by Chinese parties shall remain after such a transfer.

       二、向外商转让上市公司国有股和法人股,应当符合《外商投资产业指导目录》的要求。凡禁止外商投资的,其国有股和法人股不得向外商转让;必须由中方控股或相对控股的,转让后应保持中方控股或相对控股地位。

3. Foreign investors accepting transfers of State-owned shares and legal person shares in listed companies shall have relatively strong operational and management capability and capital strength, relatively good financial condition and reputation, and capability of improving the corporate governance structure of the listed companies and promoting the sustained development of the listed companies.

In principle, the transfers of State-owned shares and legal person shares in listed companies to foreign investors shall be carried out by way of open price bidding.

       三、受让上市公司国有股和法人股的外商,应当具有较强的经营管理能力和资金实力、较好的财务状况和信誉,具有改善上市公司治理结构和促进上市公司持续发展的能力。

     向外商转让上市公司国有股和法人股原则上采取公开竞价方式。

4. Where transfers of State-owned shares and legal person shares in listed companies to foreign investors involve industry policies and enterprise reorganizations, the State Economic and Trade Commission shall be responsible for the examination and verification; where such transfers involve administration of State-owned stake, the Ministry of Finance shall be responsible for the examination and verification. Any important matter involved in such transfers shall be reported to the State Council for approval. Transfers of State-owned shares and legal person shares in listed companies to foreign investors must be in conformity with the provisions of the China Securities Regulatory Commission regarding acquisition and information disclosure of listed companies, etc.

Local governments and authorities are not permitted to approve, without authorization, any transfer of State-owned shares and legal person shares in listed companies to foreign investors.

       四、向外商转让上市公司国有股和法人股,涉及产业政策和企业改组的,由国家经贸委负责审核;涉及国有股权管理的,由财政部负责审核;重大事项报国务院批准。

    向外商转让国有股和法人股必须符合中国证监会关于上市公司收购、信息披露等规定。

    任何地方、部门不得擅自批准向外商转让上市公司国有股和法人股。

5. The parties to any such transfer shall go through the formalities for registration of equity ownership transfer with the relevant securities registration and clearing agency and the shareholder change registration formalities with the relevant industry and commerce administrative authority pursuant to the law, by presenting the transfer verification and approval documents issued by the State Economic and Trade Commission and the Ministry of Finance, the foreign investor's payment vouchers, etc. Before the payment of the transfer price is completed, the relevant securities registration and clearing agency and industry and commerce administrative authority shall not handle such transfer and change registration formalities.

       五、转让当事人应当凭国家经贸委、财政部的转让核准文件、外商付款凭证等,依法向证券登记结算机构办理股权过户登记手续,向工商行政管理部门办理股东变更登记手续。转让价款支付完毕之前,证券登记结算机构和工商行政管理部门不得办理过户和变更登记手续。

6. The parties to any transfer of State-owned shares and legal person shares in listed companies to foreign investors shall go through the formalities for registration of foreign exchange investment with the relevant foreign exchange control authority before the transfer of equity ownership. Where any retransfer of foreign investor's equity interests is involved therein, the parties shall go through the formalities for change of registration of foreign exchange investment with the relevant foreign exchange control authority before the transfer of equity ownership.

       六、向外商转让上市公司国有股和法人股,转让当事人应当在股权过户前到外汇管理部门进行外资外汇登记;涉及外商股权再转让的,应当在股权过户前到外汇管理部门变更外资外汇登记。

7. The foreign investors shall use freely convertible currencies to pay the prices for such transfers. Where any such foreign investor has already made investment within the territory of China, it may also use the Renminbi profits derived from the investment to pay the price to the extent that such way of payment is examined and verified by the relevant foreign exchange control authority. The foreign investor may transfer again its purchased shares within 12 months of its payment of the transfer price in full amount.

       七、外商应当以自由兑换货币支付转让价款。已在中国境内投资的外商,经外汇管理部门审核后,也可用投资所得人民币利润支付。外商在付清全部转让价款十二个月后,可再转让其所购股份。

8. With respect to the incomes derived from a transfer of State-owned shares and legal person shares in a listed company, the transferor shall, within the specified time limit, go through the foreign exchange settlement formalities after having obtained approval from the relevant foreign exchange control authority by presenting the verification and approval document.

Where a foreign investor obtains, after accepting a transfer of State-owned shares and legal person shares in a listed company, any net profit from the listed company, income from the retransfer of equity interests or fund from liquidation of the listed company if it is terminated, the foreign investor may, purchase such foreign exchange and remit the amount to outside China pursuant to the law.

       八、转让国有股和法人股的外汇收入,转让方应当在规定期限内,凭转让核准文件报外汇管理部门批准后结汇。

    外商受让上市公司国有股和法人股后,从上市公司分得的净利润、股权再转让获得的收入、上市公司终止清算后分得的资金,经外汇管理部门审核后,可以依法购汇汇往境外。

9. After a listed company has transferred State-owned shares and legal person shares to a foreign investor, the original relevant policies remain applicable to the listed company, and the company is not entitled to any treatment for foreign-invested enterprises.

The disposal and utilization of incomes derived from transfers of State-owned shares shall be in accordance with the relevant provisions of the State.

       九、上市公司国有股和法人股向外商转让后,上市公司仍然执行原有关政策,不享受外商投资企业待遇。

    转让国有股的收入应当按照国家有关规定处置和使用。

10. The provisions hereof shall be applicable to transfers of State-owned shares and legal person shares in listed companies to investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan region.

       十、向香港特别行政区、澳门特别行政区、台湾地区的投资者转让上市公司国有股和法人股,适用本通知规定。

China Securities Regulatory Commission

Ministry of Finance

State Economic and Trade Commission

November 1, 2002

    中国证券监督管理委员会 

    财政部 

    国家经济贸易委员

    二○○二年十一月一日