基础法律英语辅导热招
您的位置:外语教育网 > 法律英语 > 英文法规 > 正文

中国证券监督管理委员会关于规范境内上市公司所属企业到境外上市有关问题的通知 Issues Relevant to Regulating the Overseas Listing of Subordinate Enterprises of Domestic Listed Companies Circular

2006-05-12 21:19   我要纠错 | 打印 | 收藏 | | |

证监发[2004]67号

(Issued by the China Securities Regulatory Commission on 10 August 2004.)

颁布日期:20040810  实施日期:20040810  颁布单位:中国证券监督管理委员会

  Zheng Jian Fa [2004] No. 67

  To all listed companies:

  Pursuant to the provisions of laws and administrative regulations such as the Company Law, the Securities Law, and the State Council, Companies Limited by Shares Issuing Shares and Seeking a Listing Outside China Special Provisions, we hereby issue the following Circular on the issues relevant to the regulation of overseas listing of subordinate enterprises of domestic listed companies (Listed Companies):

  1. “Overseas listing of a subordinate enterprise of a Listed Company” refers to the public share offering and listing in an overseas securities market of a subordinate enterprise over which the Listed Company has controlling power (Subordinate Enterprise)。

  2. If a Subordinate Enterprise applies for overseas listing, the Listed Company shall meet the following conditions:

  (1) The Listed Company has been profitable in the most recent three years consecutively.

  (2) The businesses and assets in which the Listed Company has invested with the proceeds from its share issues and share offerings within the most recent three fiscal years shall not be used as its capital contribution to the Subordinate Enterprise for the purpose of applying for overseas listing.

  (3) The net profits of the Subordinate Enterprise that the Listed Company is entitled to according to the equity interests in the consolidated statements for the most recent fiscal year shall not exceed 50% of the net profits in the consolidated statements of the Listed Company.

  (4) The net assets of the Subordinate Enterprise that the Listed Company is entitled to according to the equity interests in the consolidated statements for the most recent fiscal year shall not exceed 30% of the net assets in the consolidated statements of the Listed Company.

  (5) There is no competition in the same industry between the Listed Company and the Subordinate Enterprise, and they are independent from each other in assets and finance, and have no cross employment of managers.

  (6) The shares of the Subordinate Enterprise held by the directors, senior management personnel and affiliated personnel of the Listed Company and the Subordinate Enterprise shall not exceed 10% of the total share capital of the Subordinate Enterprise prior to the overseas listing.

  (7) The funds or assets of the Listed Company are not in the possession of the person, legal person or other organization having actual controlling power or its affiliated party, and there are no major affiliated transactions that prejudice the interests of the company.

  (8) The Listed Company has no acts of major violations of laws or regulations in the most recent three years.

  3. In regards to the overseas listing matters of its Subordinate Enterprise, the Listed Company shall pass resolutions on the following matters pursuant to the requirements of this Circular:

  (1) The board of directors shall pass a resolution on the compliance of overseas listing of the Subordinate Enterprise with this Circular, the overseas listing proposal of the Subordinate Enterprise, the undertakings of the Listed Company to maintain its independent listing status and the statement and prospects of its continuous profitability, and submit the same to the shareholders' general meeting for approval.

  (2) The shareholders' general meeting shall consider, item by item, and vote on the overseas listing proposal of the Subordinate Enterprise, and the statement and prospects of the maintenance of the independent listing status and continuous profitability by the Listed Company specified in the proposal of the board of directors.

  (3) If an arrangement is made for the directors and senior management personnel of the Listed Company to hold shares in the Subordinate Enterprise, the independent director shall solicit voting rights from the shareholders of floating shares (publicly held shares) in respect of such matter, and such matter shall be voted on independently and adopted by more than half of the voting rights of the shareholders of floating shares (publicly held shares) attending the shareholders' general meeting.

  4. The Listed Company shall appoint a securities business institution that has been registered by the China Securities Regulatory Commission and included in the list of sponsor institutions as its financial consultant (Financial Consultant) for maintenance of continuous listing status. The Financial Consultant shall undertake the following duties and responsibilities:

  (1) The Financial Consultant shall, in accordance with this Circular, conduct due diligence investigation and prudential verification on the overseas listing application documents of the Subordinate Enterprise of the Listed Company, issue a Financial Consultant report, undertake that it has sufficient reasons to believe that the application documents of the Listed Company do not contain falsehoods, misleading statements or material omissions, and that, the Listed Company will still have independent continuous listing status, and the remaining core assets and businesses have the ability to operate continuously after the overseas listing of the Subordinate Enterprise.

  (2) The Financial Consultant shall, during the remaining time of the year in which the Subordinate Enterprise is listed overseas and the subsequent full fiscal year, continuously supervise and guide the Listed Company to maintain its independent listing status, and shall undertake the following work:

  1) be continuously concerned with such details as the independent operation status and ability to operate continuously of the core assets and businesses of the Listed Company;

  2) supervise and guide the Listed Company in its performance of the obligations of information disclosure according to law in respect of the changes in the assets and financial status of the Subordinate Enterprise that have a major effect on the rights and interests of the Listed Company, and other important information that affects the share price of the Listed Company; and

  3) the Financial Consultant shall submit a “Continuous Listing Summary Report” to the China Securities Regulatory Commission and the stock exchanges within 10 working days after the continuous supervision and guidance work ends.

  5. Where the Subordinate Enterprise is listed overseas, the Listed Company shall perform its obligations to disclose information on the following events on the day following their occurrence:

  (1) The resolutions passed by the board of directors and the shareholders' general meeting on the overseas listing of the Subordinate Enterprise.

  (2) The acceptance of the application submitted to the China Securities Regulatory Commission by the Subordinate Enterprise for overseas listing.

  (3) The Subordinate Enterprise receives approval for overseas offering and listing.

  (4) The Listed Company shall disclose to the domestic investors in a timely manner any major event disclosed to overseas investors by the Subordinate Enterprise that may cause unusual fluctuation in the share price. The Listed Company shall explain the business development of the Subordinate Enterprise in the major matters of the annual report.

  6. The Financial Consultant shall comply with laws and administrative regulations, the provisions of the China Securities Regulatory Commission and the industry standards by reference to the provisions of the Sponsor System for Issuing and Listing of Securities Tentative Procedures, act in good faith and with due diligence, duly issue the relevant Financial Consultant reports and continuously supervise and guide the Listed Company to maintain its independent listing status. The China Securities Regulatory Commission shall implement regulation of the practice of Financial Consultants by reference to the Sponsor System for Issuing and Listing of Securities Tentative Procedures.

  7. When the Subordinate Enterprise of a Listed Company applies for overseas listing, it shall prepare and submit the application documents and relevant materials as required by the China Securities Regulatory Commission. The China Securities Regulatory Commission shall implement administrative licensing on applications for overseas listing of Subordinate Enterprises of Listed Companies.

  8. This Circular shall not apply to Listed Companies that simultaneously issue domestically-listed domestic investment shares and domestically-listed foreign investment shares.

相关资讯:
网站导航:
 四六级 指南 动态 经验 试题 资料  托福 指南 动态 经验 留学 备考
 雅思 指南 动态 机经 经验 辅导  公共英语 指南 动态 备考 试题 辅导
 日语 就业 辅导 留学 考试 报考  法语 资料 文化 考试 留学 辅导
 韩语 入门 口语 阅读 留学 文化  西语 辅导 资料 考试 留学 风采
基础法律英语
350元/门
系统讲解知识,全面提升水平
课时数:18课时左右
学员 tueiwi:
自我感觉LEC考得不错,感谢外语教育网的法律英语课程老师。
学员 tyjf:
外语教育网的法律英语信息不错,希望有朝一日可以成为法律达人,顶起!
学员 Alice12345:
我报的是法律英语的辅导班。因为英语底子不太好,一直没有太大的进步。后来,我在外语教育网报名参加了网上培训。感觉老师很负责。课程内容也详细。在老师的帮助下,感觉我的法律英语的水平得到了长足的提高。很感谢法律英语的老师的教导。谢谢老师!
学员 lionm:
一直在学法律英语,但总是找不到门路。不但单词多,而且本来认识的单词意思又变了,头痛死了。听了李文沛老师的法律英语课程后,我觉得好多了。希望能网校的法律英语课程能继续开个中级班。
学员 xyz521:
我一直在找法律英语的课程都没找到,偶然的机会来到外语教育网,发现这里的法律英语的课程真的很不错、信息也很齐全,绝对支持哦!
学员 futami:
以前自己看书,感觉非常吃力,很多地方看不懂。抱着试试看的心理,我报名参加了外语教育网的基础法律英语辅导。沙老师和李老师讲得非常好,重点、难点,经过老师的系统讲解,我都基本掌握了。就连冥思苦想都不能解决的难题,也通过答疑板请教老师而得到了满意的答复。在此衷心感谢网校的老师。
学员 hnigni:
我是法律专业的本科生,因为工作的需要,必须得会法律英语,可之前在学校的时候没好好学过啊。正头疼,同事推荐了外语教育网,于是我就报了名,开始学习。在学习过程中,发现沙老师的课真的很不错,她不但英语口语发音标准,而且她授课的内容通俗易懂,很方便我们接受和学习。另外,外语教育网的教学模式很适合我这种已经参加了工作的人,可以让我兼顾工作和学习,也很不错。特此,到网上来赞一下沙老师!沙老师,谢谢您!也谢谢网校的良好服务!在外语教育网学习,真值!
版权声明
   1、凡本网注明 “来源:外语教育网”的所有作品,版权均属外语教育网所有,未经本网授权不得转载、链接、转贴或以其他方式使用;已经本网授权的,应在授权范围内使用,且必须注明“来源:外语教育网”。违反上述声明者,本网将追究其法律责任。
  2、本网部分资料为网上搜集转载,均尽力标明作者和出处。对于本网刊载作品涉及版权等问题的,请作者与本网站联系,本网站核实确认后会尽快予以处理。
  本网转载之作品,并不意味着认同该作品的观点或真实性。如其他媒体、网站或个人转载使用,请与著作权人联系,并自负法律责任。
  3、本网站欢迎积极投稿
  4、联系方式:
编辑信箱:for68@chinaacc.com
电话:010-82319999-2371