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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.