Article 1 In order to standardize strategic investment of foreign investors on A-shares company (hereinafter referred to
as listed company) after the reform of non-tradable shares of listed company, to maintain securities market order, to
introduce foreign advanced management experience, technology and capital, to ameliorate structural governance of listed
company, to protect the lawful rights of listed companies and the shareholders, the Measures are hereby enacted in
accordance with the requirement of Directive Opinions of China Securities Regulatory Commission, the State-owned Assets
Supervision and Administration, the related laws and acts on supervision of foreign investment and listed company as well
as the Interim Provisions on Foreign Investors' Acquisition and Merger of Domestic Enterprises.

Article 2 The Measures apply to such acts as foreign investors (hereinafter referred to as investors) acquired
A-shares of the listed company having finished reform of non-tradable shares and of the new listed companies by means
of long-and-mid-term strategic investment of merger and acquisition (hereinafter referred to as strategic investment)
with certain scale.

Article 3 Investors may undertake strategic investment in accordance with the Measures after the approval of the
Ministry of Commerce.

Article 4 Strategic investment shall abide by the following principles:
(1) Abide by the related national laws, rules and related industrial policy, without harming national economic safety
and social public interest;
(2) Abide by the principle of openness, equity and fairness, maintain the lawful right of listed companies and other
shareholders, be subject to the supervision of government and public and the jurisdiction of China’s judiciary and
arbitration;
(3) Encourage long-and-mid-term investment, maintain normal order of securities market, and prohibit speculation;
(4) Not impede fair competition, prevent from over-concentrations of domestic related products, and from
exclusion or limitation of competition.

Article 5 The following circumstances shall be met for investor to conduct strategic investment:
(1) To acquire A-shares of listed company by means of contract transfer, regular, issuing of new shares by listed
company or otherwise prescribed by national laws and rules;
(2) Investment may be conducted by stages, with the proportion of shares obtained after the initial investment no
less than 10% of the shares issued by the company, except special provisions for special industry or the approval by
related competent authorities;
(3) A-shares obtained by listed company shall not be transferred within three years;
(4) As for the industries with specific provisions on share proportion of foreign investors, shares held by the
above-mentioned investors shall accord with the related provisions; as for the regions prohibited from foreign
investment, investors shall not invest in the above-mentioned regions;
(5) Investment related to state shareholder of listed companies shall accord with the related provisions on state
asset management.

Article 6 Investors shall conform to the following requirements:
(1) Foreign legal person or other organizations set and operated lawfully, steady finance, sound credit and
experienced management;
(2) The total amount of abroad real asset shall not be less than USD0.1 billion or the total amount of real asset under
supervision no less than USD 0.5 billion; or the total amount
possessed by its parent company no less than USD0.1 billion or
the total amount of real asset under supervision no less than
USD 0.5 billion;
(3) Wholesome governance structure, sound inner control
system, and standardized operation;
(4) Without several penalty from abroad supervision organs
within three years (including its parent company).
Article 7 Strategic investment conducted through new shares
introduction by listed companies shall be undertaken in
accordance with the following procedures:
(1) Resolution on new shares introduction by board of
directors of the listed company to investors and on revision
draft of articles of association;
(2) Resolution on new shares introduction by corporate
shareholder of the listed company to investors and on revision
draft of articles of association;
(3) Introduction contract signed by the listed company and
investor(s);
(4) Application documents submitted by the listed company to
the Ministry of Commerce in accordance with Article 12 of the
Measures, special provisions prevail when available;
(5) The listed company, after the receipt of the approval
from the Ministry of Commerce on strategic investment by
investors upon the listed company, shall submit the
introduction application documents to China Securities
Regulatory Commission and subsequently obtain its approval;
(6) The listed company, after the completion of introduction,
shall draw the approval certificate of foreign invested
enterprises by the Ministry of Commerce and thereby register
alteration in the administrative authorities of industry and
commerce.
Article 8 Strategic investment by means of contract transfer
shall be handled in accordance with the following procedures:
(1) Resolution of strategic investment by board of directors
of the listed company via investors and by means of contract
transfer;
(2) Resolution of strategic investment by board of directors
of the listed company via investors and by means of contract
transfer;
(3) Stock transfer contract signed by the transferor and the
investor;
(4) Related application documents submitted by the investor
to the Ministry of Commerce in accordance with Article 12 of
the Measures, special provisions prevail when available;
(5) The investor with shares in the listed company, after
having received the above-mentioned approval, shall handle
confirmation procedures of stock transfer in the concerned
stock exchange, conduct registration transfer procedures in
securities registration and clearing institutions and submit
them to China Securities Regulatory Commission for filling and
record keeping;
(6) The listed company, after the completion of contract
transfer, shall come to the Ministry of Commerce for approval
certificate of foreign-invested enterprise and thereby conduct
alteration registration in the administrative authorities of
industry and commerce.
Article 9 The investor, with the intention to substantially
control the listed company by means of contract transfer,
after having received the approval in accordance with item (1)
,item(2), item (3) and item(4) in Article 8, shall submit the
acquisition statement and the related documents to China
Securities Regulatory Commission, and after the check and
approval by China Securities Regulatory Commission, conduct
stock transfer confirmation procedures, transact registration
transfer procedure in securities registration and clearing
institutions. The listed company, after completion of the
above-mentioned procedures, shall conduct in accordance with
item(6) of Article 8.
Article 10 The investor conducting strategic investment upon
the concerned listed company shall fulfill statement,
announcement and other legal obligations in accordance with
Securities Law of the People’s Republic of China and the
related provisions of China Securities Regulatory Commission.
Article 11 The Investor, to continue strategic investment
upon the listed company with itself as the shareholder, shall
conduct in accordance with the means and procedures prescribed
in the Measures.
Article 12 The listed company or investor shall submit the
following documents to the Ministry of Commerce:
(1) Strategic investment application ( its form is shown in
Appendix 1)
(2) Strategic investment project (its form is shown in
Appendix 2)
(3) Introduction contract or share transfer agreement;
(4) Position paper of recommendation institutions (concerned
with introduction) or legal letter;
(5) Commitment letter of continued shareholding by investors;
(6) Certificate that the investor did not suffer severe
penalty from domestic and abroad custody, and whether the
investor suffered from otherwise penalties;
(7) Registration certificate with lawful notarization and
certification for the investor, identity certificate of the
legal person( or authorized representative);
(8) Balance sheet of the investor in recent three years with
the audit of certified public accountant;
(9) The documents to be submitted in accordance with the
provisions in item(1), item (2), item(3), item (5), item(6)
shall receive the approval from the legal representative of
the investor or the signature from its authorized
representative, for the latter occasion, confirmation signed
by the legal representative and related notarization and
certification;
(10) Other documents prescribed by the Ministry of Commerce.
The Chinese original version of the above-mentioned documents
shall be submitted, except that the original version and the
Chinese translation of the documents listed in item (7) and
item (8) shall be submitted.
The Ministry of Commerce, within 30 days after receipt of all
the above-mentioned documents, shall give the official reply,
the duration of validity of which is 180 days.
Article 13 Foreign company (“parent company”) in conformity
with the requirement in Article 6 of the Measures may conduct
strategic investment via its overseas subsidiaries
(“investors”). The investor, besides submitting the documents
prescribed in Article 9 of the Measures, shall submit to the
Ministry of Commerce the irrevocable commitment letter where
the parent company bears joint and several liabilities on the
investment of the investor.
Article 14 The investor, within 15 days after the receipt of
the official approval by the Ministry of Commerce, shall open
its foreign exchange account. The investor, after the receipt
of capital in foreign exchange for strategic investment from
overseas, shall, in accordance with the related provisions of
foreign exchange administration, open special foreign exchange
account (acquisition type) exclusively for foreign investor in
the local foreign exchange bureau where the registration
office for listed companies locates, and settlement and
exchange of capital in the account and its cancellation
procedures shall be conducted in accordance with the
provisions related to foreign exchange administration.
Article 15 The investor may, by holding the approval
certificate and lawful identity certificate authorized by the
Ministry of Commerce concerning investment on listed
companies, conduct the related procedures in securities
registration and clearing institutions.
As for the non-tradable stocks held by the investor prior to
its reform or the stocks held by the investor prior to the
initial public offering, the securities registration and
clearing institutions may ,in accordance with the application
of the investor, open the securities account.
The securities registration and clearing institutions shall,
in accordance with the related measures, formulate the
corresponding provisions.
Article 16 The investor shall, within 15 days after the
capital settlement and exchange, start up its strategic
investment and, within 180 days after the receipt of official
approval, complete its strategic investment.
Should the investor fail to duly complete the strategic
investment, the official approval from the authorities of
examination and approval automatically ceases to be in force.
The investor shall, within 45 days after the invalidation of
the official approval and with the examination and approval of
foreign exchange bureau, purchase and exchange the RMB to
foreign currency and remit it out of China.
Article 17 After the completion of strategic investment, the
listed company shall, by holding the following documents and
within 10 days, come to the Ministry of Commerce to draw
approval certificate for foreign investors:
(1) Application;
(2) Official reply from the Ministry of Commerce;
(3) Share-holding certificate issued by securities
registration and clearing institutions;
(4) Business license and lawful identity certificate of the
listed company;
(5) Articles of association of listed company.
The Ministry of Commerce shall, within 5 days after the
receipt of all the above-mentioned documents, promulgate
approval certificate for foreign investment company and note
“foreign-invested joint-stock company ( A-shares acquisition
and merger) ” .
Where the investor has obtained 25% of a listed company and
claimed the shareholding no less than 25% within 10 years, the
Ministry of Commerce shall note “foreign-invested joint-stock
company (no lea than 25% of A-shares acquisition and merger)”
in the approval certificate issued for foreign-invested
company.
Article 18 The listed company shall, within 30 days after the
signature and issuing of approval certificate of
foreign-invested enterprises, apply to the administrative
authorities of industry and commerce for the registration for
altering company type and submit the following documents:
(1) Alteration application signed by the legal representative
of the company;
(2) Approval certificate for foreign-invested enterprises;
(3) Share-holding certificate issued by securities
registration and clearing institutions;
(4) Lawful business operation certificate for investors after
approval and certification;
(5) Other documents to be submitted in accordance with the
requirement of the State Administration of Industry and
Commerce.
Should alteration be made after examination and approval, the
administrative authorities of industry and commerce shall note
in the column of “enterprise type” of license of business
operation “foreign-invested joint limited company (A-shares
acquisition and merger)”. Should the investor hold no less
than 25% of its share and commit itself no less than 25%
continuously within 10 years, it shall be noted
“foreign-invested joint limited company(A-share acquisition
and merger no less than 25%).
Article 19 The listed company shall, within 30 days after the
signature and issue of business operation license for
foreign-invested companies, handle related procedures in the
concerned authorities of taxation, customs and foreign
exchange administration. The administrative authorities of
foreign exchange shall note in the foreign exchange
registration certificate “foreign-invested joint limited
company ( A-shares acquisition and merger)”. Should the
investor for strategic investment have acquired no less than
25% of the shares of the single listed company or commit
itself to continue holding no less than 25% of the shares of
the listed company herein, the administrative authority
concerned shall note in the registration certificate of
foreign exchange ““foreign-invested joint limited company (no
less than 25% of A-shares acquisition and merger)”.
Article 20 The investor shall not transact securities
treatment( with the exception of B-shares), except the
following circumstances:
(1) A-shares held by the investor for strategic investment
may be sold after the expiration of shareholding commitment;
(2) The investor shall, by means of offer, purchase
securities concerned in accordance with the related provisions
of Securities Law of the People’s Republic of China, and may,
within the period of offer, purchase shares sold by
A-shareholders of listed company;
(3) Non-tradable shares held by the investor before the
reform hereof may be sold after the completion of non-tradable
shares reform and the expiration of time limit for share
selling;
(4) Shares held by the investor before the initial public
offering may be sold after the expiration of time limit for
share selling;
(5) Should shares held by the investor before the expiration
of shareholding commitment need to be transferred for such
specific reasons of bankruptcy, liquidation, mortgage, they
may be transferred with the approval from the Ministry of
Commerce.
Article 21 Where the share reduction makes the foreign shares
of the listed company less than 25%, the listed company shall,
within 10 days, put in record in the Ministry of Commerce and
handle such related procedures as the approval certificate of
foreign-invested enterprises
Where the share reduction makes the foreign shares of the
listed company less than 25% and the investor concerned is the
largest single shareholder, the listed company shall, within
10 days, put in record in the examination and approval
authorities and handle such related procedures as the
cancellation of the approval certificate of the
foreign-invested enterprises.
Article 22 Where the share reduction makes the foreign shares
of the listed company less than 25%, the listed company shall,
within 30 days after the alteration of the approval
certificate of foreign-invested enterprises, handle the
alteration registration in such administrative authorities of
industry and commerce as change the type of certificate of
business operation as “foreign-invested joint limited
company(A-share acquisition and merger)”. The listed company
shall, within 30 days of the registration alteration of
license of business operation, handle the alteration
registration and the administrative authorities of foreign
exchange shall note in the registration certificate
“foreign-invested joint limited company (A-shares acquisition
and merger).
Where the share reduction makes the foreign shares of the
listed company less than 10% and the investor is the largest
single shareholder, the listed company shall, within 30 days
after the cancellation of the approval certificate of
foreign-invested enterprises, handle the alteration
registration in the administrative authorities of industry and
commerce and the type of the enterprise shall be changed to
joint limited company. The listed company shall, within 30
days after the alteration of the license of business
operation, handle the cancellation procedures of foreign
exchange in the administrative authorities of industry and
commerce.
Article 23 Where the parent company, via its subsidiaries
overseas, conducts strategic investment and duly complete it,
the parent company shall, before the transfer of its
subsidiaries overseas, notify the Ministry of Commerce, and
put forward application in accordance with the Measures. The
new transferee shall accord with the provision of the Measures
and undertake all the rights and obligations of the parent
company and its subsidiaries in the listed company, and
fulfill lawful obligations to report and declare to China
Securities Regulatory Commission in accordance with related
laws and rules.
Article 24 Where the investor, via A-shares market, transfers
its shares hold in the listed company, it shall apply for
foreign exchange purchase and remit in the bureau of foreign
exchange where the listed company locates in accordance with
the following documents:
(1) Written application;
(2) Approval certificate authorized for settlement of
exchange via the bureau of foreign exchange in special foreign
exchange account( Purchase type) for foreign investors opened
for strategic investment;
(3) Approval documents for the alteration of the stock
ownership structure of the listed company issued by the
Ministry of Commerce;
(4) Certificates related to Securities exchange issued by
securities broker institutions;
Article 25 Where the investor holds less than 25% shares of
the listed company, its foreign loan shall be handled in
accordance with the related provisions of interior
China-Affiliated Corporations.
Article 26 Staff members in related government institution
shall devote themselves to their duties, fulfill their duties
in accordance with the related laws, shall not abuse their
power to seek improper interest, and shall fulfill the
confidential obligation on their acquainted business secret.
Article 27 Strategic investment by the investors from Hong
Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan shall be handled in
accordance with the Measures.
Article 28 The Measures enter into effect as of 30 days after
its promulgation.

Appendix 1:

Strategic investment application
(1) Name of the investor
(2) Name of the objective listed company
(3) Intention of investment

(Signature of the investor and its authorized representative)
date

Appendix 2:

Strategic investment project
(1) Name of the investor and its self-introduction (where its
parent company undertakes strategic investment via its
subsidiaries, the investor shall also submit the related
documents of the parent company)
(2) Name of the objective listed company, scope of business ,
the specific means to obtain shares of the company, amount of
shares to be obtained and its proportion and time limit of its
strategic interest in the listed company after it obtainment
(3) Time limit for continuous shareholding
(4) Interpretation of correlative relationship between the
investor and the objective listed company

(signature of the investor and its authorized representative)
Date
　

Bright Jon    Attorney-at-law   Fax: +86-512-53516040  email@colaw.cn
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