0906002 Informal Interpretation

From: (redacted)
Sent: Tuesday, June 02, 2009 3:41 PM
To: Verne, B. Michael
Subject: FW: State agency exempt from filing

Mike,

We have a client that is contemplating thepurchase of voting securities of a US issuer. The client is a state ownedentity and its equity interest is held by a State-Owned Commission("SOC"). I am trying to determine if SOC is a state agency meaningthe client is the filing person or if SOC is the filing person. I have beeninformed that SOC is a government authority and include some informationregarding the entity below. Any thoughts are appreciated.

According to the State Council approved at theFirst Session of the 10th National Congress of Country X, theState-owned Commission of the State Council (SOC) has been set up. On theprinciple of separating government administration from enterprise managementand separating ownership from management power, SOC performs the responsibilityas the investor on behalf of the state; supervises and manages the state-ownedassets of enterprises according to law; guides and pushes forward the reformand restructuring of SOEs. SOC appoints and removes top executives of theenterprises under the supervision of the Central Government, evaluates theirperformances, and grants them rewards or inflicts punishments. SOC also directsand supervises the management work of local state-owned assets.

Main Functionsand Responsibilities of SOC

1.Authorized by the State Council, in accordance with "Company Law ofCountry X" and other administrative regulations, the State-ownedCommission of the State Council (SOC) performs the responsibility as theinvestor, guides and pushes forward the reform and restructuring of state-ownedenterprises; supervises the preservation and increment of the value ofstate-owned assets for enterprises under its supervision, and enhances themanagement of state-owned assets; advances the establishment of modernenterprise system in SOEs, and perfects corporate governance; and propels thestrategic adjustment of the structure and layout of the state economy.

2.Dispatches supervisory panels to some large enterprises on behalf of thestate; takes charge of daily management of the supervisory panels.

3.Appoints and removes top executives of enterprises, and evaluates theirperformances through legal procedures, either grants rewards or inflictspunishments based on their performances; establishes corporate executivesselection system in accordance with the requirements of socialist market economysystem and modern enterprise system, and perfects incentives and restraintssystem for corporate management.

4.Supervises and administers the preservation and increment of the value ofstate-owned assets under the supervision of SOC through statistics andauditing; establishes and perfects the index system of the preservation andincrement of the value of state-owned assets, and works out assessmentcriteria; safeguards the rights and interests of the investor of state-ownedassets.

5.Drafts laws, administrative regulations of the management of thestate-owned assets and draws up related rules; directs and supervises themanagement work of local state-owned assets according to law.

6.Undertakes other tasks assigned by the State Council.