Jurisdiction - China
Capital Markets
China – CSRC Opens Doors To Unlisted Public Companies.

3 November, 2012


On September 28, 2012, CSRC issued the Administrative Measures for the Supervision of Unlisted Public Companies. According to the measures, unlisted public companies refers to unlisted companies limited by shares: (1) which have over 200 shareholders as a result of issuing or transferring shares to specific targets; or (2) whose shares are transferred to the general public. Public transfer of shares of unlisted public companies shall be completed in a legally established stock exchange. The measures provide that unlisted public companies shall apply to CSRC for approval when they publicly transfer their shares or when they transfer their shares to specified targets privately and this results in them having over 200 shareholders (if the number of shareholders drops to less than 200 within three months, the application is not required). In addition, for a private transfer of shares in unlisted public companies to specific targets, the targets should comprise: (1) corporate shareholders; (2) corporate directors, supervisors, senior managers and key employees; and (3) natural person investors, corporate investors and other economic organizations that conform to the investor appropriateness management rules. Unlisted public companies that apply for private issue of shares to specified targets are entitled to apply for one-time approval and issue in stages. However, the initial issue amount shall be not less than 50% of the total issued shares amount.


The full Chinese text of the measures is available here.















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