(1) Abide by national laws and regulations and relevant industrial policies, and shall not endanger national economic security and social interests;
(two) adhere to the principles of openness, justice and fairness, safeguard the legitimate rights and interests of listed companies and their shareholders, and accept the supervision of the government, the public and the China judiciary;
(three) to encourage medium and long-term investment, maintain the normal order of the securities market, and not to speculate;
(four) shall not interfere with fair competition, and shall not cause excessive concentration, exclusion or restriction of competition in the market of related products in China. Article 5 A strategic investor shall meet the following conditions:
(1) Obtaining A shares of a listed company through agreement transfer, directional issuance of new shares by the listed company and other means prescribed by national laws and regulations;
(2) The investment can be made by stages, and the proportion of shares obtained after the first investment is not less than 10% of the company's issued shares, unless there are special regulations in special industries or approved by relevant competent departments;
(3) The A shares of the listed company obtained shall not be transferred within three years;
(4) In industries where laws and regulations clearly stipulate the shareholding ratio of foreign investors, the shareholding ratio of investors in the above industries shall comply with the relevant provisions; In areas where foreign investment is prohibited by laws and regulations, investors may not invest in listed companies in the above areas;
(five) involving the state-owned shareholders of listed companies, they shall abide by the relevant provisions on the management of state-owned assets. Article 6 An investor shall meet the following conditions:
(1) A foreign legal person or other organization established and operated according to law, with sound finance, good credit standing and mature management experience;
(2) The total amount of overseas physical assets is not less than 654.38 billion US dollars, or the total amount of overseas physical assets under management is not less than 500 million US dollars; Or its parent company's total overseas physical assets are not less than $654.38+0 billion or its total overseas physical assets under management are not less than $500 million;
(3) Having a sound governance structure, a good internal control system and standardized business practices;
(4) It has not been severely punished by domestic and overseas regulatory authorities in the last three years (including its parent company). Article 7 The following procedures shall be followed for strategic investment through directional issuance of listed companies:
(1) Resolutions of the board of directors of listed companies on issuing new shares to investors and amending the draft articles of association;
(2) The shareholders' meeting of the listed company passed resolutions on issuing new shares to investors and amending the articles of association;
(3) The listed company signs a directional issuance contract with investors;
(4) A listed company shall submit relevant application documents to the Ministry of Commerce in accordance with the provisions of Article 12 of these Measures. If there are special provisions, those provisions shall prevail.
(5) After obtaining the Reply of the Ministry of Commerce on the Principles of Investors' Strategic Investment in Listed Companies, the listed company submits the application documents for directional issuance to the China Securities Regulatory Commission, which will be approved by the China Securities Regulatory Commission according to law;
(6) After the directional issuance is completed, the listed company shall obtain the approval certificate of the foreign-invested enterprise from the Ministry of Commerce, and handle the change registration with the administrative department for industry and commerce on the basis of the approval certificate. Article 8 Where strategic investment is made by means of agreement transfer, the following procedures shall be followed:
(a) the resolution of the board of directors of the listed company on strategic investment by investors through agreement transfer;
(two) the shareholders' meeting of the listed company passed the resolution of investors to make strategic investment by agreement transfer;
(three) the transferor and the investor signed a share transfer agreement;
(4) Investors shall submit relevant application documents to the Ministry of Commerce in accordance with the provisions of Article 12 of these Measures. If there are special provisions, such provisions shall prevail.
(5) Where an investor shares in a listed company, he shall, after obtaining the above approval, go through the confirmation procedures of share transfer with the stock exchange, apply to the securities registration and settlement institution for registration and transfer, and report to the China Securities Regulatory Commission for the record;
(6) After the transfer of the agreement is completed, the listed company shall obtain the approval certificate of the foreign-invested enterprise from the Ministry of Commerce, and handle the change registration with the administrative department for industry and commerce with the approval certificate. Article 9 Where an investor controls a listed company by means of agreement transfer, he shall, after being approved in accordance with the procedures in Items (1), (2), (3) and (4) of Article 8, submit a report on the acquisition of the listed company and relevant documents to the China Securities Regulatory Commission, go through the procedures for confirming the transfer of shares to the stock exchange, and apply to the securities registration and settlement institution for registration and transfer after being audited by the China Securities Regulatory Commission. After completing the above procedures, it shall be handled in accordance with Item (6) of Article 8.