Download Guideline No. 2 for the Supervision of Non

Guideline No. 2 for the Supervision of Non-listed Public
Companies – Application Documents
To regulate the contents and formats of the application documents for the public
transfer, private transfer and private placement of stocks of non-listed public
companies, the following regulatory requirements are hereby set forth in accordance
with the relevant provisions of the Securities Law and the Measures for the
Supervision and Administration of Non-listed Public Companies:
I. A company whose total number of shareholders exceeds 200 as a result of a public
transfer of its stock or a private placement or transfer of its stock to specific parties
shall, when applying to the China Securities Regulatory Commission (“CSRC”) for
approval, prepare and submit the following application documents in accordance with
the requirements of this Guideline:
(1) A written application report.
(2) A public transfer statement, private transfer memorandum or private placement
statement.
(3) Company bylaws (draft).
(4) Business license for a legal person enterprise.
(5) Relevant resolutions of the shareholders' meeting and the board of directors.
(6) Financial statements and audit reports.
(7) A written legal opinion.
(8) Sponsorship report of the securities company on the public transfer or private
placement.
(9) Other documents required by the CSRC.
II. The company shall ensure that the contents of the application documents are true,
accurate and complete without any false records, misleading statements or major
omissions. The securities company or securities service institution and its personnel
shall perform their duties diligently and honestly and assume corresponding legal
liability for the truthfulness, accuracy and completeness of the relevant documents
issued by it and information cited in the application documents.
III. When preparing application documents, the company shall use fact descriptive
language as much as possible; and if any signatures are required on the application
documents, they shall all be the autographs of the signatories, which shall not be
replaced with name seals or signature seals. The application documents submitted by
a company for the first time shall have one copy of originals and two copies of
photocopies; and when submitting written application documents each time, the
company shall also submit one copy of corresponding standard electronic documents
(in standard .doc or .rtf format). Once accepted, no supplementation to or withdrawal
or replacement of the application documents shall be made without the consent of the
CSRC.
IV. A legally established stock exchange may require a non-listed public company
whose stock is publicly transferred to submit documents other than the aforesaid
documents; and the company shall comply with the relevant provisions of the stock
exchange.