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Q&A Regarding Foreign Investors Make Strategic Investments in Listed Companies (5)

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Q: What legal obligations do foreign investors need to fulfill when making strategic investments in listed companies?
A: When foreign investors make strategic investments in listed companies, they shall fulfill their information disclosure and other legal obligations in accordance with the Securities Law of the People's Republic of China and the relevant regulations of the security’s regulatory authority under The State Council and the stock exchanges.

Q: What do foreign investors need to do regarding securities registration and settlement when implementing strategic investments?  
A: Foreign investors implementing strategic investments involving securities registration and settlement shall handle relevant procedures in accordance with the relevant regulations on securities registration and settlement.

Q: How do foreign investors handle relevant procedures with the securities registration and settlement institution?
A: When foreign investors handle relevant procedures with the securities registration and settlement institution, they shall submit materials such as identity proofs, reports from intermediary institutions, stock issuance registration documents or share transfer confirmation documents.

Q: Under what circumstances can foreign investors transfer A-shares have acquired through strategic investment?  
A: Foreign investors may transfer A-shares acquired through strategic investment in the following circumstances:
  1. After the expiration of the sales restriction period, transfer in accordance with relevant national regulations;
  2. Before the expiration of the lock up period, if it is necessary to transfer the above-mentioned shares due to the death of a foreign investor, termination of the legal person, judicial deduction, or other reasons, it shall be handled in accordance with relevant national regulations, subject to compliance with the Securities Law of the People's Republic of China and relevant regulations of the State Council's securities regulatory authority, securities exchange, and securities registration and settlement institution.

Q: What should a foreign investor do if their shareholding ratio changes after completing a strategic investment in a listed company?
A: After a foreign investor completes a strategic investment in a listed company, if the cumulative change in the foreign investor's shareholding ratio exceeds 5% or the foreign party's controlling or relative controlling position changes, the foreign investor or the listed company shall report the investment information to the competent department of commerce.

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