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Q：
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What procedures should be followed for foreign investors to subscribe for new shares as the issuance targets determined through bidding?
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A：
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When foreign investors subscribe for new shares as the issuance targets determined through bidding, the strategic investment shall be handled in accordance with the following procedures:
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The board of directors and shareholders' meeting of a listed company pass relevant resolutions on the targeted issuance of new shares;
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Listed companies shall, in accordance with the regulations of the security’s regulatory authority under The State Council and the stock exchange, go through the registration procedures for stock issuance and obtain the registration decision;
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The listed company signs a contract for targeted issuance with the foreign investors after foreign investors are determined as the issuance targets through bidding;
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The listed company applies to the securities registration and settlement institution for share registration procedures;
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Foreign investors or the listed company shall submit investment information to the competent department of commerce after a listed company completes its private placement.
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Q：
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What are the restrictions on strategic investments implemented through share transfer agreements?
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A：
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Where strategic investment is implemented through agreement transfer, the proportion of shares obtained by foreign investors shall not be less than 5% of the issued shares of the listed company.
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Q：
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What is the procedure for foreign investors to implement strategic investments through a share transfer agreement?
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A：
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Foreign investors implementing strategic investments through a share transfer agreement must follow the procedures below:
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The listed company must execute internal processes in compliance with relevant laws, regulations, and its articles of association;
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The transferor signs a share transfer agreement with foreign investors;
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Both parties to the transfer shall go through the confirmation procedures for the share transfer with the stock exchange and apply to the securities registration and settlement institution for the registration and transfer procedures;
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After the foreign investor and the listed company complete the agreement transfer in accordance with the relevant regulations, the foreign investor or the listed company shall submit the investment information to the competent department of commerce.
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Q：
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What are the restrictions on strategic investments implemented through tender offers?
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A：
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Where strategic investment is implemented through a tender offer, the proportion of shares of a listed company that a foreign investor intends to acquire shall not be less than 5% of the issued shares of the listed company.
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Q：
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What procedures should be followed for strategic investments made by foreign investors through tender offers?
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A：
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Strategic investments made by foreign investors through tender offers shall be handled in accordance with the following procedures:
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Foreign investors prepare a summary of the tender offer report in accordance with the law;
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Foreign investors, listed companies and relevant parties shall, in accordance with laws, regulations and the relevant provisions of the security’s regulatory authority of The State Council and the stock exchange, fulfill the procedures such as reporting and announcement;
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Foreign investors shall go through the confirmation procedures for share transfer with the stock exchange and apply to the securities registration and settlement institution for the temporary custody of the pre-accepted offer stocks, share transfer settlement and transfer registration procedures;
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After the foreign investor completes the tender offer in accordance with relevant regulations, the foreign investor or the listed company shall submit the investment information to the competent department of commerce.
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FAQ
