How to list a Sino foreign joint venture registered in China

According to the Notice on Issues Concerning Foreign-Invested Joint Stock Companies

2. Existing foreign-invested joint-stock companies apply for listing and issuance of A shares.

or B shares, which shall be subject to the written consent of MOFTEC and shall comply with the following conditions:

1) Foreign-invested joint-stock companies applying for listing and post-listing shall comply with the foreign investment industry policy.

2) A foreign-invested joint-stock company applying for listing shall be an enterprise established or restructured in accordance with regulations and procedures.

3) The proportion of non-listed foreign shares of a foreign-invested joint-stock company after listing shall not be less than the total share capital.

of 25. 4) Other conditions that meet the requirements of the relevant laws and regulations of the listed company.

3. It is a Sino-foreign joint venture before listing.

In order to apply for the listing and circulation of its unlisted foreign shares, a B-share company shall, in accordance with the requirements of the Notice on Issues Concerning the Listing and Circulation of Non-listed Foreign-owned Shares of Domestically Listed Foreign Shares (B-shares) Companies, submit an application plan for the listing and circulation of non-listed foreign shares to the China Securities Regulatory Commission (CSRC) after obtaining the written consent of the Ministry of Foreign Trade and Economic Cooperation. The following conditions shall be met for the application for listing and circulation of unlisted foreign shares:

1) After **B shares, the proportion of unlisted foreign shares of a foreign-invested joint-stock company in the total share capital shall not be less than 25;

2) The unlisted foreign shares to be listed and circulated have existed for more than one year;

3) After the unlisted foreign shares are converted into tradable shares, the undertakers can fulfill the obligations and responsibilities of the holders of the original unlisted foreign capital shares as stipulated in the articles of association;

4) Other conditions that meet the requirements of the relevant laws and regulations of the listed company.

For the time being, unlisted foreign shares held by foreign investment companies may not be converted into tradable shares.

The conditions that a Chinese enterprise needs to meet for overseas listing are as follows:

1) Comply with China's laws, regulations and rules related to overseas listing.

2) The purpose of the financing is in line with the national industrial policy, the policy on the use of foreign capital and the provisions of the state on the establishment of fixed capital investment projects.

3) Net assets of not less than RMB 400 million, after-tax profit of not less than RMB 60 million in the past year, and growth potential, based on a reasonable expected price-to-earnings ratio, and the amount of funds raised is not less than USD 50 million.

4) Have a standardized corporate governance structure and a relatively complete internal management system, and have a relatively stable senior management and a high level of management.

5) There is reliable foreign exchange for dividend distribution after listing, which is in line with the relevant provisions of the national foreign exchange administration.

6) Other conditions stipulated by the CSRC.

Article 238 of the ** Law of the People's Republic of China.

Domestic enterprises directly or indirectly to take friends overseas issuance** or list their ** overseas trading, must be approved by the ***** regulatory authority in accordance with the provisions of the first country.

1. What documents do Chinese enterprises need to prepare for overseas listing?

1. The application report should include: the company's evolution and business overview, restructuring plan and share capital structure, description of meeting the conditions for overseas listing, operating performance and financial status (financial statements of the last three fiscal years, after-tax profit of the current year and basis), and purpose of financing. The application report must be signed by all directors or all members of the preparatory committee, and stamped by the company or the main sponsor.

At the same time, fill in the overseas listing declaration form.

2. The local provincial people's ** or relevant departments agree to the documents of overseas listing.

3. Analysis and recommendation report of the overseas investment bank on the company's issuance and listing.

4. The approval of the company's examination and approval authority for the establishment of a joint-stock company and the transformation into an overseas fund-raising company.

5. The resolution of the general meeting of shareholders of Suixin Company on overseas raising of shares and listing.

6. The confirmation document of the asset appraisal and the approval of the state-owned equity management department of the state-owned asset management department.

7. The land and resources management department shall approve the assessment and confirmation documents of land use rights and the disposal plan of land use rights.

8. Articles of Association.

9. Prospectus.

10. Restructuring agreements, service agreements and other related party transaction agreements.

11. Legal opinions.

12. Audit report, asset appraisal report and profit report.

13. Issuance and listing plan.

The M&A of a domestic enterprise by a foreign-funded company requires both parties to understand each other, reach an agreement on the terms of cooperation, complete the examination and approval, notify the creditors, and go through the registration procedures with the relevant departments such as taxation, customs, and foreign exchange management after the date of applying for the business license.

[Legal basis].Article 15 of the Provisions on the Acquisition of Domestic Enterprises by Foreign Investors.

If two parties belong to the same actual controller, the parties should disclose their actual controllers to the approval authority, and explain whether the purpose of the merger and the valuation results are in line with the fair market value. The parties shall not circumvent the foregoing requirements by trust, nominee or other means.

The overseas listing of the company refers to the issuance of shares to overseas investors and the circulation and transfer of shares in overseas public trading venues. In practice, overseas listing** is referred to as overseas listed foreign shares.

Special Provisions for Overseas Listing of Foreign Shares**** to Overseas Offering and Listing of Zhaolu is a transnational economic activity, which inevitably involves the jurisdiction of the laws of two or more countries. Therefore, in addition to complying with the relevant laws and regulations of the place of issuance, the issuance of shares of overseas listed foreign capital shares must also comply with the relevant provisions of China's laws.

The form of overseas listing. Foreign-funded shares listed overseas should be subscribed in foreign currency in the form of registered **, with face value indicated in RMB; It can take the form of overseas stock certificates or other derivative forms.

Measures for Overseas Listing. Overseas listed foreign shares shall submit a written application in accordance with the requirements of the ** supervision and management department, and attach relevant materials to the ** management agency for approval. State-owned enterprises or enterprises with dominant state-owned assets are restructured into shares that collect shares from overseas investors and are listed overseas in accordance with the relevant provisions of the state, and if they are established by way of initiation, the promoters may be less than 5 people, and the shares can be issued new shares once established.

Shares issued to domestic investors (referred to as domestic shares or A shares) shall be in the form of registered **; The board of directors may make arrangements for the issuance of foreign shares and domestic shares listed overseas, and implement them separately within 15 months from the date of approval by the CSRC. Under normal circumstances, if the foreign shares and domestic shares listed overseas of the company are issued separately, they shall be fully raised at one time, and if they cannot be raised at one time due to special circumstances, they can also be issued in batches with the approval of the China Securities Regulatory Commission. If the shares planned to be issued by the company are not fully raised, no new shares shall be issued outside the issuance plan.

The interval between the issuance of overseas listed foreign shares by the company and the previous issuance of shares may be less than 12 months. With the approval of the China Securities Regulatory Commission, the company may agree with the underwriter to reserve no more than 15% of the amount of foreign shares to be raised in addition to the underwriting amount.

Articles of Association. An overseas listed company shall specify in its articles of association the contents required by the Articles of Association of an Overseas Listed Company, and shall not modify or delete them without authorization. Overseas listed companies may, according to the specific circumstances, stipulate in the articles of association of their corporations other than those required in the "Necessary Clauses" that are suitable for the needs of the company.