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Corporate Service - China

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Q&A Regarding Foreign Investors Make Strategic Investments in Listed Companies (2)

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Q: What conditions do foreign investors need to meet?
A: Foreign investors shall meet the following conditions:
  1. Foreign enterprises or other organizations established and operated according to law, with sound financial, good credit and mature management experience, sound governance structure and good internal control system, and standard business behaviour; Foreign natural persons have the corresponding ability to identify and bear risks;
  2. The total actual assets shall not be less than 50 million US dollars or the total actual assets under management shall not be less than 300 million US dollars. Where a foreign investor becomes the controlling shareholder of a listed company, the total actual assets shall not be less than 100 million US dollars or the total actual assets under management shall not be less than 500 million US dollars;
  3. Has not received any criminal punishment or major punishment from domestic or foreign regulatory agencies in the past 3 years; If an enterprise or other organization has been established for less than 3 years, it shall be counted from the date of establishment.

Q: How to define actual assets?
A: Actual assets refer to the total assets in the financial statements.

Q: How to define the actual assets under management?
A: "Management" should refer to enterprises where natural person investors serve as controlling shareholders, actual controllers, and non-independent directors, as well as enterprises that obtain entrusted management rights through agreements and other means, and have a substantial and regular impact on asset management decisions. Therefore, if they have an actual impact on management decisions, they can be considered as the actual assets they manage.

Q: Can assets held by non-listed enterprises wholly owned by overseas natural persons be counted as actual assets?
A: Assets held by natural persons should be treated differently from those held by companies and should not be directly regarded as assets held by natural persons.

Q: Can foreign investors still make strategic investments if their actual assets do not meet the conditions?
A: If the total actual assets or the total actual assets under management of a foreign enterprise or other organization do not meet the prescribed conditions, but its wholly owned investor (referring to a foreign natural person, enterprise or other organization that wholly owns the aforementioned entity) meets the prescribed conditions, strategic investment can be made. At this point, the wholly owned investor shall make a commitment or agree with the foreign enterprise or other organization to jointly bear the responsibility for the relevant investment behaviour.

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