证券法英文版
证券法英文版新《证券法》英文版Securities Law of the People's Republic of China (revised
in 2005)
The Securities Law of the People's Republic of China, which was revised
and adopted at the 18th Meeting of the Standing Committee of the 10th
National People's Congress of the People's Republic of China on October
27, 2005 are hereby promulgate and shall be implemented as of January 1,
2006.
President of the People's Republic of China, Hu Jintao
October 27, 2005
Securities Law of the People's Republic of China (revised in 2005)
(Adopted at the 6th Meeting of the Standing Committee of the 9th
National People's Congress on December 29, 1998, revised at the 18th
Meeting of the Standing Committee of the Tenth National People's
Congress of the People's Republic of China on October 27, 2005 according
to the Decision on Revising the Securities Law of the People's Republic
of China as made at the 11th meeting of the Standing Committee of the
10th People's Congress on August 28, 2004)
Contents
Chapter I General Provisions
Chapter II Issuance of Securities
Chapter III Transaction of Securities
Section I General Provisions
Section II Listing of Securities
Section III On-going Disclosure of Information
Section IV Prohibited Trading Acts
Chapter IV Acquisition of Listed Companies
Chapter V Stock Exchanges
Chapter VI Securities Companies
Chapter VII Securities Registration and Clearing Institutions
Chapter VIII Securities Trading Service Institutions
Chapter IX Securities Industrial Association
Chapter X Security Regulatory Bodies
Chapter XI Legal Liabilities
Chapter XII Supplementary Articles
Chapter I General Provisions
Article 1 The present Law is formulated for the purpose of regulating
the issuance and transaction of securities, protecting the lawful rights
and interests of investors, safeguarding the economic order and public
interests of the society and promoting the growth of the socialist
market economy.
Article 2 The present Law shall be applied to the issuance and
transaction of stocks, corporate bonds as well as any other securities
as lawfully recognized by the State Council within the territory of the
People's Republic of China. Where there is no such provision in the
present Law, the provisions of the Corporation Law of the People's
Republic of China and other relevant laws and administrative regulations
shall be applied. Any listed trading of government bonds and share of
securities investment funds shall be governed by the present Law. Where
there is any special provision in any other law or administrative
regulation, the special provision shall prevail. The measures for the
administration of issuance and transaction of securities derivatives
shall be prescribed by the State Council according to the principles of
the present Law.
Article 3 The issuance and transaction of securities shall adhere to the
principles of openness, fairness and impartiality.
Article 4 The parties involved in any issuance or transaction of
securities shall have equal legal status and shall persist in the
principles of free will, compensation and integrity and creditworthy.
Article 5 The issuance and transaction of securities shall observe laws
and administrative regulations. No fraud, insider trading or
manipulation of the securities market may be permitted.
Article 6 The divided operation and management shall be adopted by the
industries of securities, banking, trust as well as insurance. The
securities companies and the business organs of banks, trust and
insurance shall be established separately, unless otherwise provided for
by the state.
Article 7 The securities regulatory authority under the State Council
shall adopt a centralized and unified supervision and administration of
the national securities market. The securities regulatory authority
under the State Council may, in light of the relevant requirements,
establish dispatched offices, which shall perform their duties and
functions of supervision and administration upon the authorization.
Article 8 Under the centralized and unified supervision and
administration of the state regarding the issuance and transaction of
securities, a securities industrial association shall be lawfully
established, which shall adopt the self-regulating administration.
Article 9 The auditing organ of the state shall carry out auditing
supervision of stock exchanges, securities companies, securities
registration and clearing institutions and securities regulatory bodies.
Chapter II Issuance of Securities
Article 10 A public issuance of securities shall satisfy the
requirements of the relevant laws and administrative regulations and
shall be reported to the securities regulatory authority under the State
Council or a department upon authorizat
ion by the State Council for examination and approval according to law.
Without any examination and approval according to law, no entity or
individual may make a public issuance of any securities. It shall be
deemed as a public issuance upon the occurrence of any of the following
circumstances:[page]
(1) Making a public issuance of securities to non-specified objects;
(2) Making a public issuance of securities to accumulatively more than
200 specified objects; or
(3) Making a public issuance as prescribed by any law or administrative
regulation. For any securities that are not issued in a public manner,
the means of advertising, public inducement or public issuance in any
disguised form may not be adopted thereto.
Article 11 An issuer that files an application for public issuance of
stocks or convertible corporate bonds by means of underwriting according
to law or for public issuance of any other securities, to which a
recommendation system is applied, as is prescribed by laws and
administrative regulations, shall employ an institution with the
qualification of recommendation as its recommendation party. A
recommendation party shall abide by operational rules and industrial
norms and, on the basis of the principles of being honesty,
creditworthy, diligent and accountable, carry out a prudent examination
of application documents and information disclosure materials of its
issuers as well as supervise and urge its issuers to operate in a
regulative manner. The qualification of the recommendation party as well
as the relevant measures for administration shall be formulated by the
securities regulatory authority under the State Council.
Article 12 A public offer of stocks for establishing a stock-limited
company shall satisfy the requirements as prescribed in the Corporation
Law of the People's Republic of China as well as any other requirements
as prescribed by the securities regulatory authority under the State
Council, which have been approved by the State Council. An application
for public offer of stocks as well as the following documents shall be
reported to the securities regulatory authority under the State Council:
(1) The constitution of the company;
(2) The promoter's agreement;
(3) The name or title of the promoter, the amount of shares as
subscribed by the promoter, the category of contributed capital as well
as the capital verification certification;
(4) The prospectus;
(5) The name and address of the bank that receives the funds as
generated from the issuance of stocks on the behalf of the company; and
(6) The name of the underwriting organization as well as the relevant
agreements. In case a recommendation party shall be employed, as
prescribed by the present Law, the Recommendation Letter of Issuance as
produced by the recommendation party shall be submitted as well. In case
the establishment of a company shall be reported for approval, as
prescribed by laws and administrative regulations, the relevant approval
documents shall be submitted as well.
Article 13 An initial public offer (IPO) of stocks of a company shall
satisfy the following requirements:
(1) Having a complete and well-operated organization;
(2) Having the capability of making profits successively and a sound
financial status;
(3) Having no false record in its financial statements over the latest 3
years and having no other major irregularity; and
(4) Meeting any other requirements as prescribed by the securities
regulatory authority under the State Council, which has been approved by
the State Council. A listed company that makes any initial non-public
offer of stocks shall satisfy the requirements as prescribed by the
securities regulatory authority under the State Council, which have been
approved by the State Council and shall be reported to the securities
regulatory authority under the State Council for examination and
approval.
Article 14 A company that makes an IPO of stocks shall apply for public
offer of stocks as well as the following documents to the securities
regulatory authority under the State Council:
(1) The business license of the company;
(2) The constitution of the company;
(3) The resolution of the general assemble of shareholders;
(4) The prospectus;
(5) The financial statements;
(6) The name and address of the bank that receives the funds as
generated from the public offer of stocks on the behalf of the company;
and
(7) The name of the underwriting institution as well as the relevant
agreements. In case a recommendation party shall be employed, as
prescribed by the present Law, the Recommendation Letter of Issuance as
produced by the recommendation party shall be submitted as well.
Article 15 The funds as raised through public offer of stocks as made by
a company shall be used according to thepurpose as prescribed in the
prospectus. Any alteration of the use of funds as prescribed in the
prospectus shall be subject to a resolution of the general assembly of
shareholders. In case a company fails to correct any unlawful alteration
of its use of funds or where any alteration of its use of funds fails to
be adopted by the general assembly of shareholders, the relevant company
may not make any IPO of stocks. In the foregoing circumstance, a listed
company may not make any non-public offer of stocks.[page]
Article 16 A public issuance of corporate bonds shall satisfy the
following requirements:
(1) The net asset of a stock-limited company being no less than RMB 30
million yuan and the net asset of a limited-liability company being no
less than RMB 60 million yuan;
(2) The accumulated bond balance constituting no more than 40 % of the
net asset of a company;
(3) The average distributable profits over the latest 3 years being
sufficient to pay the 1-year interests of corporate bonds;
(4) The investment of raised funds complying with the industrial
policies of the state;
(5) The yield rate of bonds not surpassing the level of interest rate as
qualified by the State Council; and
(6) Meeting any other requirements as prescribed by the State Council.
The funds as raised through public issuance of corporate bonds shall be
used for the purpose as verified and may not be used for covering any
deficit or non-production expenditure. The public issuance of
convertible corporate bonds as made by a listed company may not only
meet the requirements as provided for in paragraph 1 herein but also
meet the requirements of the present Law on public offer of stocks, and
shall be reported to the securities regulatory authority under the State
Council for examination and approval.
Article 17 With regard to an application for public issuance of
corporate bonds, the following documents shall be reported to the
department as authorized by the State Council or the securities
regulatory authority under the State Council:
(1) The business license of the company;
(2) The constitution of the company;
(3) The procedures for issuing corporate bonds;
(4) An assent appraisal report and an asset verification report; and
(5) Any other document as prescribed by the department as authorized by
the State Council or by the securities regulatory authority under the
State Council. In case a recommendation party shall be employed, as
prescribed by the present Law, the Recommendation Letter of Issuance as
produced by the recommendation party shall be submitted as well.
Article 18 In any of the following circumstances, no more public
issuance of corporate bonds may be carried out:
(1) Where the corporate bonds as issued in the previous public issuance
haven't been fully subscribed;
(2) Where a company has any default on corporate bonds as publicly
issued or on any other liabilities, or postpones the payment of the
relevant principal plus interests, and such situation is still
continuing; or
(3) Where a company violates the present Law by altering the use of
funds as raised through public issuance of corporate bonds.
Article 19 The formats and reporting ways of application documents as
reported by an issuer for examination and approval of securities
issuance according to law shall be prescribed by the legally competent
organ or department in charge of examination and approval.
Article 20 The application documents for securities issuance as reported
by an issuer to the securities regulatory authority under the State
Council or the department as authorized by the State Council shall be
authentic, accurate and integrate. A securities trading service
institution and its staff that produces the relevant documents for
securities issuance shall strictly perform its/his statutory duties and
functions and guarantee the authenticity, accuracy and integrity of the
documents as produced thereby.
Article 21 Where an issuer files an application for an IPO of stocks, it
shall, upon submitting the application documents, disclose the relevant
application documents in advance according to the provisions of the
securities regulatory authority under the State Council.
Article 22 The securities regulatory authority under the State Council
shall establish an issuance examination committee, which shall examine
the applications for stock issuance according to law. The issuance
examination committee shall be composed of the professionals from the
securities regulatory authority under the State Council and other
relevant experts from outside the said authority, adopt the means of
voting for the determination of applications for stock issuance and set
forth the opinions on examination. The specific formulation measures,
tenure of members as well as work procedures of the issuance examination
committee shall be formulated by the securities regulatory authority
under the State Council.
Article 23 The securities regulatory authority under the State Council
shall take charge of the examination and approval of applications for
stock issuance in light of the statutory requirements. The procedures
for examination and approval shall be publicized and shall be subject to
supervision according to law. The personnel participating in the
examination and verification of stock issuance may not have any interest
relationship with an issuance applicant, may not directly or indirectly
accept any present of the issuance applicant, may not hold any stock as
verified for issuance and may not have any private contact with an
issuance applicant. The department as authorized by the State Council
shall conduct the examination and approval of applications for issuance
of corporate bonds by referring to the preceding 2 paragraphs herein.[page]
Article 24 The securities regulatory authority under the State Council
or the department as authorized by the State Council shall, within 3
months as of acceptance of an application for securities issuance, make
an decision on approval or disapproval according to the statutory
requirements and procedures, whereby the time for an issuer to
supplement or correct its application documents for issuance according
to the relevant requirements may not be calculated within the aforesaid
term for examination and approval. In the event of disapproval, an
explanation shall be given in writing.
Article 25 Where an application for securities issuance has been
approved, the relevant issuer shall, in accordance with the provisions
of the relevant laws and administrative regulations, announce the
relevant financing documents of public issuance before publicly issuing
any securities and shall make the aforesaid documents available for
public reference in designated places. Before the information of
securities issuance is publicized according to law, no insider may
publicize or indulge the relevant information. An issuer may not issue
any securities before an announcement of the relevant financial
documents of public issuance.
Article 26 The securities regulatory authority under the State council
or the department as authorized by the State Council shall, where
finding any decision on approving securities issuance fails to comply
with the relevant statutory requirements and procedures and if the
relevant securities haven't been issued, revoke the decision on approval
and terminate the issuance. As to any securities that have been issued
but haven't been listed, the relevant decision on approval for issuance
shall be revoked. The relevant issuer shall, according to the issuing
price plus interests as calculated at the bank deposit rate for the
corresponding period of time, return the funds to securities holders. A
recommendation party shall bear the joint and several liabilities
together with the relevant issuer, except for one who is able to prove
his exemption of fault. Where any controlling shareholder or actual
controller has any fault, he shall bear the joint and several
liabilities together with the relevant issuer,
Article 27 After a legal offer of stocks, an issuer shall be liable for
any alteration of its operation or its profits by itself. The investment
risk as incurred therefrom shall be borne by investors by themselves.
Article 28 Where an issuer issues any securities to any non-specified
object and if the said securities shall be underwritten by a securities
company, as is provided for by laws and administrative regulations, the
issuer shall conclude an underwriting agreement with a securities
company. The forms of "sale by proxy" and "exclusive sale" shall be
adopted for the underwriting operation of securities. The term "sale by
proxy" refers to an underwriting form, whereby a securities company
sells securities as a proxy of the relevant issuer and, upon the
conclusion of the underwriting period, returns all the securities unsold
to the relevant issuer. The term "exclusive sale" refers to an
underwriting form, whereby a securities company purchases all of the
securities of an issuer according to the agreement there between or
purchases all of the residing unsold securities by itself upon the
conclusion of the underwriting period.
Article 29 An issuer that makes public issuance of securities has the
right to select a securities company for underwriting according to law
at its own will. A securities company may not canvass any securities
underwriting business by any unjust competition means.
Article 30 Where a securities company underwrites any securities, it
shall reach an agreement with the relevant issuer on sale by proxy or
exclusive sale, which shall indicate the following items:
(1) The name, domicile as well as the name of the legal representative
of the parties concerned;
(2) The classes, quant
ity, amount as well as issuing prices of the securities under sale by
proxy or exclusive sale;
(3) The term of sale by proxy or exclusive sale as well as the
start-stop date;
(4) The means and date of payment for sale by proxy or exclusive sale;
(5) The expenses for and settlement methods of sale by proxy or
exclusive sale;
(6) The liabilities of breach; and
(7) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 31 A securities company that is engaged in the underwriting of
securities shall carry out verification on the authenticity, accuracy
and integrity of the financing documents of public issuance. Where any
false record, misleading statement or major omission is found, no sales
activity may be carried out. Where any securities have been sold out
under the foregoing circumstances, the relevant sales activity shall be
immediately terminated and measures for correction shall be taken.
Article 32 Where the total face value of securities as issued to
non-specified objects is beyond RMB 50 million yuan, the said securities
shall be underwritten by an underwriting syndicate. An underwriting
syndicate shall be composed of securities companies acting as principal
underwriters and participant underwriters.[page]
Article 33 The term for sale by proxy or exclusive sale may not exceed
90 days at the most. A securities company shall, within the term of sale
by proxy or exclusive sale, guarantee the priority of the relevant
subscribers in purchasing securities under sale by proxy or exclusive
sale. A securities company may not reserve in advance any securities
under sale by proxy thereby or purchase in advance and sustain any
securities under exclusive sale thereby.
Article 34 Where any stock is issued at a premium, the issuing price
thereof shall be agreed on through negotiation of the relevant issuer
and the securities company that is engaged in underwriting.
Article 35 As to a public offer of stocks through sale by proxy, when
the term of sale by proxy expires and if the quantity of stocks fails to
reach 70 % of the planned quantity in a public offer, it shall be deemed
as a failure. The relevant issuer shall return the issuing price plus
interests as calculated at the bank deposit rate for the contemporary
period of time to the subscribers of stocks.
Article 36 In a public offer of stocks, when the term for sale by proxy
or exclusive sale expires, an issuer shall report the information on
stock issuance to the securities regulatory authority under the State
Council for archival purpose within the prescribed time.
Chapter III Transaction of Securities
Section I General Provisions
Article 37 The securities as purchased and sold by any party who is
involved in any securities transaction shall be the securities that have
been legally issued and delivered. No securities that have been
illegally issued may be purchased or sold.
Article 38 All stocks, corporate bonds or any other securities that have
been legally issued, where there are any restrictive provisions of laws
on the term of transfer thereof, may not be purchased or sold within the
restrictive term.
Article 39 All stocks, corporate bonds or any other securities that have
been publicly issued according to law shall be listed in a stock
exchange as legally established or in any other places for securities
transaction as approved by the State Council.
Article 40 The means of public and centralized transaction or any other
means as approval by the securities regulatory authority under the State
Council shall be adopted for listed trading of securities in stock
exchanges.
Article 41 The securities as purchased or sold by the parties involved
in securities transaction may be in paper form or in any other form as
approved by the securities regulatory authority under the State Council.
Article 42 The securities transaction shall be carried out in the form
of spot goods as well as any other form as prescribed by the State
Council.
Article 43 The practitioners in stock exchanges, securities companies as
well as securities registration and clearing institutions, the
functionary of securities regulatory bodies as well as any other
personnel who have been prohibited by laws and administrative
regulations from engaging in any stock transaction shall, within their
tenures or the relevant statutory term, not hold or purchase or sold any
stock directly or in any assumed name or in a name of any other person,
nor may they accept any stocks from any other person as a present.
Anyone, when becoming any person as prescribed in the preceding
paragraph herein, shall transfer the stocks he has held according to
law.
Article 44 The stock exchanges, securities companies as well as
securities registration and clearing institutions shall keep secre
t for the accounts as opened for their clients according to law.
Article 45 A securities trading service institution and the relevant
personnel that produce such documents as auditing reports, asset
appraisal reports or legal opinions for stock issuance may not purchase
or sell any of the aforesaid stocks within the underwriting term of
stocks or within 6 months as of the expiration of the underwriting term
of stocks.
Except for the provisions as prescribed in the preceding paragraph
herein, a securities trading service institutions and the relevant
personnel that produce such documents as auditing reports, asset
appraisal reports or legal opinions for listed companies may not
purchase or sell any of the aforesaid stocks within the period from the
day when an entrustment of a listed company is accepted to the day when
the aforesaid documents are publicized.
Article 46 The charge for securities transaction shall be reasonable.
The charging items, standards as well as methods shall be publicized.
The charging items, standards and administrative measures of securities
transaction shall be uniformly formulated by the relevant administrative
department under the State Council.
Article 47 Where any director, supervisor and senior manager of a listed
company or any shareholder who holds more than 5% of the shares of a
listed company, sells the stocks of the company as held within 6 months
after purchase, or purchases any stock as sold within 6 months
thereafter, the proceeds generated therefrom shall be incorporated into
the profits of the relevant company. The board of directors of the
company shall withdraw the proceeds. However, where a securities company
holds more than 5% of the shares of a listed company, which are the
residing stocks after sale by proxy as purchased thereby, the sale of
the foregoing stocks may not be limited by a term of 6 months. Where the
board of directors of a company fails to implement the provisions as
prescribed in the preceding paragraph herein, the shareholders concerned
have the right to require the board of directors to implement them
within 30 days. Where the board of directors of a company fails to
implement them within the aforesaid term, the shareholders have the
right to directly file a litigation with the people's court in their own
names for the interests of the company. Where the board of directors of
a company fail to implement the provisions as prescribed in paragraph
1herein, the directors in charge shall bear the joint and several
liabilities according to law.[page]
Section II Listing of Securities
Article 48 An application for the listing of any securities shall be
filed with a stock exchange and shall be subject to the examination and
approval of the stock exchange according to law and a listing agreement
shall be reached by both parties. The stock exchanges shall, according
to the decision of the department as authorized by the State Council,
arrange the listing of government bonds.
Article 49 As for an application for the listing of any stocks,
convertible corporate bonds or any other securities, to which a
recommendation system is applied, as prescribed by laws and
administrative regulations, an institution with the qualification of
recommendation shall be employed as the recommendation party. The
provisions of paragraphs 2 and 3 of Article 11 of the present Law shall
be applied to the recommendation party of listing.
Article 50 A stock-limited company that files an application for the
listing of its stocks shall satisfy the following requirements:
(1) The stocks shall have been subject to the examination and approval
of the securities regulatory authority under the State Council and shall
have been publicly issued;
(2) The total amount of capital stock shall be no less than RMB 30
million yuan;
(3) The shares as publicly issued shall reach more than 25 % of the
total amount of corporate shares; where the total amount of capital
stock of a company exceeds RMB 0.4 billion yuan, the shares as publicly
issued shall be no less than 10% thereof; and
(4) The company may not have any major irregularity over the latest
years and there is no false record in its financial statements. A stock
exchange may prescribe the requirements of listing that are more strict
than those as prescribed in the preceding paragraph herein, which shall
be reported to the securities regulatory authority under the State
Council for approval.
Article 51 The state encourages the listing of corporate stocks that
comply with the relevant industrial policies and fulfill the relevant
requirements of listing.
Article 52 With regard to an application for the listing of stocks, the
following documents shall be reported to a stock exchange:
(1) The listing report;
(2) The resolution of the general assembly of shareholders regarding the
application for the listing
of stocks;
(3) The constitution of the company;
(4) The business license of the company;
(5) The financial statements of the company for the latest years as
audited by an accounting firm according to law;
(6) The legal opinions as well as the Recommendation Letter of Listing;
(7) The latest prospectus; and
(8) Any other document as prescribed by the listing rules of the stock
exchange.
Article 53 Where an application for the listing of stocks has been
subject to the examination and approval of a stock exchange, the
relevant company that has reached a listing agreement thereon shall
announce the relevant documents for stock listing within the prescribed
period and shall make the said documents available for public reference
in designated places.
Article 54 A company that has reached a listing agreement may not only
announce the documents as prescribed in the preceding Article herein but
also announce the following items:
(1) The date when the stocks have been approved to be listed in a stock
exchange;
(2) The name list of the top 10 shareholders who hold the largest number
of shares in the company as well as the amount of stocks as held
thereby;
(3) The actual controller of the company; and
(4) The names of the directors, supervisors and senior managers of the
company as well as the relevant information on the stocks and bonds of
the company as held thereby.
Article 55 Where a listed company is in any of the following
circumstances, the stock exchange shall decide to suspend the listing of
its stocks:
(1) Where the total amount of capital stock or share distribution of the
company changes and thus, fails to meet the requirements of listing;
(2) Where the company fails to publicize its financial status according
to the relevant provisions or has any false record in its financial
statements, which may mislead the investors;
(3) Where the company has any major irregularity;
(4) Where the company has been operating at a loss for the latest 3
consecutive year; or
(5) Under any other circumstance as prescribed in the listing rules of
the stock exchange.
Article 56 Where a listed company is in any of the following
circumstances, the stock exchange shall decide to terminate the listing
of its stocks:
(1) Where the total amount of capital stock or share distribution of the
company changes and thus, fails to meet the requirements of listing, and
where the company fails again to meet the requirements of listing within
the period as prescribed by the stock exchange;
(2) Where the company fails to publicize its financial status according
to the relevant provisions or has any false record in its financial
statements, and refuses to make any correction;[page]
(3) Where the company has been operating at a loss for the latest 3
consecutive years and fails to gain profits in the year thereafter;
(4) Where the company is dissolved or is announce bankruptcy; or
(5) Under any other circumstance as prescribed in the listing rules of
the stock exchange.
Article 57 A company shall, when applying for the listing of corporate
bonds, fulfill the following requirements:
(1) The term of corporate bonds shall be more than 1 year;
(2) The amount of corporate bonds to be actually issued shall be no less
than RMB 50 million yuan; and
(3) The company shall meet the statutory requirements for the issuance
of corporate bonds when applying for the listing of its bonds.
Article 58 A company shall, when filing an application for the listing
of its corporate bonds, report the following documents to a stock
exchange:
(1) The listing report;
(2) The resolution as adopted by the board of directors regarding the
application for listing;
(3) The constitution of the company;
(4) The business license of the company;
(5) The measures for financing through the issuance of corporate bonds;
(6) The amount of corporate bonds to be actually issued; and
(7) Any other document as prescribed in the listing rules of the stock
exchange. With regard to an application for the listing of convertible
corporate bonds, the Recommendation Letter of Listing as produced by the
relevant recommendation party shall be reported.
Article 59 Where an application for the listing of corporate bonds has
been subject to the examination and approval of the stock exchange, the
company that has reached a listing agreement thereon shall, within the
prescribed period, announce its report on the listing of its corporate
bonds as well as the relevant documents and make its application
documents available for public reference in designated places.
Article 60 After any corporate bonds are listed, where the relevant
company is in any of the following circumstances
, the stock exchange may decide to suspend the listing of its corporate
bonds:
(1) Where the company has any major irregularity;
(2) Where the company has any major change and thus fails to meet the
requirements for the listing of corporate bonds;
(3) Where the funds as raised through the issuance of corporate bonds
fail to be used according to the purpose as verified;
(4) Where the company fails to perform its obligations according to the
measures for financing through the issuance of corporate bonds; or
(5) Where the company has been operating at a loss for the latest 2
consecutive years.
Article 61 Where a company is in any of the circumstances as described
in item (1) or (4) of the preceding Article herein and the consequences
as incurred therefrom have been verified to be serious, or where a
company is under any of the circumstances as described in any of item
(2), (3), or (5) of the preceding Article herein and fails to eliminate
the relevant consequence within a specified time limit, the stock
exchange shall decide to terminate the listing of corporate bonds of the
company. In case a company is dissolved or declared bankrupt, the stock
exchange shall terminate the listing of corporate bonds thereof.
Article 62 Any company, which is dissatisfied with a decision of a stock
exchange on disapproving, suspending or terminating its listing, may
file an application for a review with the review organ established by
the stock exchange.
Section III On-going Information Disclosure
Article 63 The information as disclosed by issuers and listed companies
according to law shall be authentic, accurate and integrate and may not
have any false record, misleading statement or major omission.
Article 64 As for the stocks that have been publicly issued upon the
verification of the securities regulatory authority under the State
Council or for the corporate bonds that have been publicly issued upon
the verification of the department as authorized by the State Council
according to law, the prospectus or the measures for financing through
the issuance of corporate bonds shall be announced. In an IPO of stocks
or corporate bonds, the relevant financial statements shall be announced
as well.
Article 65 A company whose shares or bonds have been listed for trading
shall, within two months as of the end of the first half of each
accounting year, submit to the securities regulatory authority under the
State Council and the stock exchange a midterm report indicating the
following contents and announce it:
(1) The financial statements and business situation of the company;
(2) The major litigation involving the company;
(3) The particulars of any change concerning the shares or corporate
bonds thereof as already issued;
(4) The important matters as submitted to the general assembly of
shareholders for deliberation; and
(5) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 66 A listed company whose shares or bonds have been listed for
trading shall, within four months as of the end of each accounting year,
submit to the securities regulatory authority under the State Council
and the stock exchange an annual report indicating the following
contents, and announce it:[page]
(1) A brief account of the company's general situation;
(2) The financial statement and business situation of the company;
(3) A brief introduction to the directors, supervisors, and senior
managers of the company well as the information regarding their
shareholdings;
(4) The information on shares and corporate bonds as already issued,
including the name list of the top 10 shareholders who hold the largest
numbers of shares in the company as well as the amount of shares as held
thereby;
(5) The actual controller of the company; and
(6) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 67 In the event of a major event that may considerably affect
the trading price of a listed company's shares and that is not yet known
to the investors, the listed company shall immediately submit a
temporary report regarding the said major event to the securities
regulatory authority under the State Council and the stock exchange and
make an announcement to the general public as well, in which the cause,
present situation and possible legal consequence of the event shall be
indicated: The term "major event" as mentioned in the preceding
paragraph herein refers to the following circumstances:
(1) A major change in the business guidelines or business scope of the
company;
(2) A decision of the company on any major investment or major asset
purchase;
(3) An important contract as concluded by the company, which may have an
important effect on the a
ssets, liabilities, rights, interests or business achievements of the
company;
(4) Any incurrence of a major debt in the company or default on an
overdue major debt;
(5) Any incurrence of a major deficit or a major loss in the company;
(6) A major change in the external conditions for the business operation
of the company;
(7) A change concerning directors, no less than one-third of supervisors
or managers of the company;
(8) A considerable change in the holdings of shareholders or actual
controllers who each hold or control no less than 5% of the company's
shares;
(9) A decision of the company on capital decrease, merger, division,
dissolution, or application for bankruptcy;
(10) Any major litigation involving the company, or where the resolution
of the general assembly of shareholders or the board of directors have
been cancelled or announced invalid;
(11) Where the company is involved in any crime, which has been filed as
a case as well as investigated into by the judicial organ or where any
director, supervisor or senior manager of the company is subject to
compulsory measures as rendered by the judicial organ; or
(12) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 68 The directors and senor managers of a listed company shall
subscribe their opinions for recognition in the periodic report of their
company in written form. The board of supervisors of a listed company
shall carry out an examination on the periodic report of its company as
formulated by the board of directors and produce the relevant
examination opinions in writing. The directors, supervisors and senior
managers of a listed company shall guarantee the authenticity, accuracy
and integrity of the information as disclosed by their listed company.
Article 69 Where the prospectus, measures for financing through issuance
of corporate bonds, financial statement, listing report, annual report,
midterm report, temporary report or any information as disclosed that
has been announced by an issuer or a listed company has any false
record, misleading statement or major omission, and thus incurs losses
to investors in the process of securities trading, the issuer or the
listed company shall be subject to the liabilities of compensation. Any
director, supervisor, senior manager or any other person of the issuer
or the listed company directly responsible shall be subject to the joint
and several liabilities of compensation, except for anyone who is able
to prove his exemption of any fault. Where any shareholder or actual
controller of an issuer or a listed company has any fault, he shall be
subject to the joint and several liabilities of compensation together
with the relevant issuer or listed company.
Article 70 The information as prescribed by law to be disclosed shall be
publicized through the media as designated by the securities regulatory
authority under the State Council and shall, at the same time, be made
available for public reference at the company's domicile and a stock
exchange.
Article 71 The securities regulatory authority under the State Council
shall carry out supervision over annual reports, midterm reports,
temporary reports of listed companies as well as their announcements,
over the distribution or rationing of new shares of such listed
companies and over the controlling shareholders and any other obligor of
information disclosure of listed companies. The securities regulatory
body, stock exchange, recommendation party or securities company
involving in underwriting as well as the relevant personnel thereof
shall, before an announcement is made by a company according to the
provisions of the relevant laws and administrative regulations, divulge
any content concerned before the announcement.[page]
Article 72 Where a stock exchange decides to suspend or terminate the
listing of any securities, it shall announce the decision in a timely
manner and report it to the securities regulatory authority under the
State Council for archival purpose.
Section IV Prohibited Trading Acts
Article 73 Any insider who has access to any insider information of
securities trading or who has unlawfully obtained any insider
information is prohibited from taking advantage of the insider
information as held thereby to engage in any securities trading.
Article 74 The insiders who have access to insider information of
securities trading include:
(1) Directors, supervisors, and senior managers of an issuer;
(2) Shareholders who hold no less than 5% of the shares in a company as
well as the directors, supervisors, and senior managers thereof, or the
actual controller of a company as well as the directors, supervisors,
and senior managers thereof;
(3) The holding company of an issuer as well as the directors,
supervisors, and senior man
agers thereof;
(4) The personnel who may take advantage of their posts in their company
to obtain any insider information of the company concerning the issuance
and transaction of its securities;
(5) The functionary of the securities regulatory body, and other
personnel who administer the issuance and transaction of securities
pursuant to their statutory functions and duties;
(6) The relevant personnel of recommendation institutions, securities
companies engaging in underwriting, stock exchanges, securities
registration and clearing institutions and securities trading service
organizations; and
(7) Any other person as prescribed by the securities regulatory
authority under the State Council.
Article 75 For the purpose of the present Law, the term "insider
information" refers to the information that concerns the business or
finance of a company or may have a major effect on the market price of
the securities thereof and that hasn't been publicized in securities
trading. The following information all falls into the scope of insider
information:
(1) The major events as prescribed in paragraph 2 of Article 62 of the
present Law;
(2) The plan of a company concerning any distribution of dividends or
increase of capital;
(3) Any major change in the company's equity structure;
(4) Any major change in guaranty of the company's obligation;
(5) Where the mortgaged, sold or discarded value of a major asset as
involved in the business operation of the company exceeds 30 % of the
said asset in a one-off manner;
(6) Where any act as conducted by any director, supervisor or senior
manager of the company may be rendered liabilities of major damage and
compensation;
(7) The relevant plan of a listed company regarding acquisition; and
(8) Any other important information that has been recognized by the
securities regulatory authority under the State Council as having a
marked effect on the trading prices of securities.
Article 76 Any insider who has access to insider information or has
unlawfully obtained any insider information on securities trading may
not purchase or sell the securities of the relevant company, or divulge
such information, or advise any other person to purchase or sell such
securities. Where there is any other provision of the present Law on
governing the purchase of shares of a listed company by a natural
person, legal person or any other organization who holds or holds with
any other person not less than 5% of the company's shares by means of an
agreement or any other arrangement, it shall prevail. Where any insider
trading incurs any loss to investors, the actor shall be subject to the
liabilities of compensation according to law.
Article 77 Anyone is prohibited from manipulating the securities market
by any of the following means:
(1) Whether anyone, independently or in collusion with others,
manipulates the trading price of securities or trading quantity of
securities by centralizing the advantage in respect of funds,
shareholding advantage or utilizing information advantage to trade
jointly or continuously;
(2) Where anyone collaborates with any other person to trade securities
pursuant to the time, price and method as agreed upon in advance,
thereby affecting the price or quantity of the securities traded;
(3) Where anyone trades securities between the accounts under
self-control, thereby affecting the price or quantity of the securities
traded; or
(4) Where anyone manipulates the securities market by any other means.
Where anyone incurs any loss to investors by manipulating the securities
market, the actor shall be subject to the liabilities of compensation
according to law.
Article 78 It is prohibited for state functionaries, practitioners of
the news media as well as other relevant personnel concerned to
fabricate or disseminate any false information, thereby seriously
disturbing the securities market. It is prohibited for stock exchanges,
securities companies, securities registration and clearing institutions,
securities trading service institutions and the practitioners thereof,
as well as the securities industry association, the securities
regulatory body and their functionaries to make any false statement or
give any misleading information in the activities of securities trading.
The securities market information as disseminated by any media shall be
authentic and objective. Any dissemination of misleading information is
prohibited.[page]
Article 79 It is prohibited for securities companies as well as their
practitioners to commit any of the following fraudulent acts in the
process of securities trading, which may injure the interests of their
clients:
(1) Violating the entrustment of its client by purchasing or selling any
securities on the behalf;
(2) Failing to provide a client with written co
nfirmation of a transaction within the prescribed period of time;
(3) Misappropriating the securities as entrusted by a client for
purchase or sale, or the funds in a client's account;
(4) Unlawfully purchasing or selling securities for its client without
any authorization, or unlawfully purchasing or selling any securities in
the name of a client;
(5) Inveigling a client into making any unnecessary purchase or sale of
securities in order to obtain commissions;
(6) Making use of mass media or by any other means to provide or
disseminate any false or misleading information to investors; or
(7) Having any other act that goes against the true intention as
expressed by a client and damages the interests thereof. Where anyone
practices any trickery and thus incurs any loss to the relevant clients,
the actor shall be subject to the liabilities of compensation according
to law.
Article 80 It's prohibited for any legal person to unlawfully make use
of any other person's account to undertake any securities trading. It's
prohibited for any legal person to lend its or any other's securities
account.
Article 81 The channel for capital to go into the stock market shall be
broadened according to law. It's prohibited for any unqualified capital
to go into the stock market.
Article 82 It's prohibited for any person to misappropriate any public
fund to trade securities.
Article 83 The state-owned enterprises and state-holding enterprises
that engage in any transaction of listed stocks shall observe the
relevant provisions of the state.
Article 84 When stock exchanges, securities companies, securities
registration and clearing institutions, securities trading service
organizations as well as their functionaries discover any prohibited
activities in securities trading, they shall report such activities to
the securities regulation body in time.
Section V Acquisition of Listed Companies
Article 85 An investor may purchase a listed company by means of tender
offer or agreement as well as by any other legal means.
Article 86 Where an investor, through securities trading at a stock
exchange, comes to hold or holds with any other person 5 % of the shares
as issued by a listed company by means of agreement or any other
arrangement, the investor shall, within three days as of the date when
such shareholding becomes a fact, submit a written report to the
securities regulatory authority under the State Council and the stock
exchange, notify the relevant listed company and announce the fact to
the general public. Within the aforesaid prescribed period, the investor
may not purchase or sell any more shares of the listed company. In case
an investor holds or holds with any other person 5 % of the shares as
issued by a listed company by means of agreement or any other
arrangement, he shall, pursuant to the provisions of the preceding
paragraph herein, make report and announcement of each 5% increase or
decrease in the proportion of the issued shares of the said company he
holds through securities trading at a stock exchange. Within the
reporting period as well as two days after the relevant report and
announcement are made, the investor may not purchase or sell any more
shares of the listed company.
Article 87 The written report and announcement as made according to the
provisions of the preceding Article herein shall include the following
contents:
(1) The name and domicile of the shareholder;
(2) The description and amount of the shares as held; and
(3) The date on which the shareholding or any increase or decrease in
the shareholding reaches the statutory percentage.
Article 88 Where an investor holds or holds with any other person 30% of
the stocks as issued by a listed company by means of agreement or any
other arrangement through securities trading at a stock exchange and if
the purchase is continued, he shall issue a tender offer to all the
shareholders of the said listed company to purchase all of or part of
the shares of the listed company. It shall be stipulated in a tender
offer as issued to a listed company that, where the share amount as
promised to be sold by the shareholders of the target company exceeds
the scheduled amount of stocks for purchase, the purchaser shall carry
out the acquisition according to the relevant percentage.
Article 89 Before any tender offer is issued pursuant to the provisions
in the preceding Article herein, the relevant purchaser shall submit a
report on the acquisition of a listed company to the securities
regulatory authority under the State Council beforehand, which shall
indicate the following items:[page]
(1) The name and domicile of the purchaser;
(2) The decision of the purchaser on acquisition;
(3) The name of the target listed company;
(4) The purpose of acquisition;
(5) The det
ailed description of the shares to be purchased and the amount of shares
to be purchased in schedule;
(6) The term and price of the acquisition;
(7) The amount and warranty of the funds as required by the acquisition;
and
(8) The proportion of the amount of shares of the target company as held
by the purchaser in the total amount of shares of the target company as
issued, when the report on the acquisition of the listed company is
reported. A purchaser shall concurrently submit to the stock exchange a
report on the acquisition of the relevant company.
Article 90 A purchaser shall, after 15 days as of the day when the
report on the acquisition of a listed company is submitted pursuant to
the preceding Article herein, announce its tender offer. Within the
aforesaid term, where the securities regulatory authority under the
State Council finds that any report in the acquisition of a listed
company fails to satisfy the provisions of the relevant laws and
administrative regulations, it shall notify the relevant purchaser in a
timely manner. The relevant purchaser may not announce its tender offer.
The term for acquisition as stipulated in a tender offer shall be not
less than 30 days but not more than 60 days.
Article 91 Within the acceptance term as prescribed in a tender offer,
no purchaser may revoke its tender offer. Where a purchaser requests for
altering its tender offer, it shall submit a report to the securities
regulatory authority under the State Council and the stock exchange in
advance and announce the alteration upon the approval thereby.
Article 92 All the terms of acquisition as stipulated in a tender offer
shall apply to all the shareholders of a target company.
Article 93 In the event of an acquisition by tender offer, a purchaser
shall, within the term for acquisition, not sell any share of the target
company, nor shall it buy any share of the target company by any other
means that hasn't been stipulated by provisions of its tender offer or
that oversteps the terms as stipulated in its tender offer.
Article 94 In the event of an acquisition by agreement, a purchaser may
carry out share transfer with the shareholders of the target company by
means of agreement according to the provisions of the relevant laws and
administrative regulations. In the case of an acquisition of a listed
company by agreement, a purchaser shall, within three days after the
acquisition agreement is reached, submit a written report on the
acquisition agreement to the securities regulatory authority under the
State Council and the stock exchange as well as announce it to the
general public. No acquisition agreement may be performed before the
relevant announcement.
Article 95 In the event of an acquisition by agreement, both parties to
the agreement may temporarily entrust a securities registration and
clearing institution to keep the stocks as transferred and deposit the
relevant funds in a designated bank.
Article 96 In the event of an acquisition by agreement, where a
purchaser has purchased, held or held with any other person 30% of the
shares as issued by a listed company through agreement or any other
arrangement and if the acquisition is continued, the purchaser shall
issue an offer to all of the shareholders of the target listed company
for purchasing all of or part of the company's shares, unless a tender
offer is been exempted from being issued by the securities regulatory
authority under the State Council. A purchaser that purchases the shares
of a listed company by means of tender offer according to the provisions
of the preceding paragraph herein shall abide by the provisions of
Articles 89~93 of the present Law.
Article 97 Upon the expiration of a term for acquisition, where the
share distribution of an target company fails to fulfill the
requirements of listing, the listing of stocks of the said listed
company shall be terminated by the stock exchange according to law. The
shareholders that still hold the shares of the target company have the
right to sell their shares pursuant to the equal terms as stipulated in
the relevant tender offer. The purchaser shall make the purchase. When
an acquisition is concluded, if a target company fails to meet the
requirements of being a stock-limited company any more, its form of
enterprise shall be altered according to law.
Article 98 In an acquisition of a listed company, the stocks of the
target company as held by a purchaser may not be transferred within 12
months after the acquisition is concluded.
Article 99 When an acquisition is concluded, if the purchaser merges
with the target company by dissolving the target company, the original
shares of the company as dissolved shall be changed by the purchaser
according to law.
Article 100 Where an acquisition is concluded, a purchaser shall, within
15 days, report the acquisition to the securities reg[page]
ulatory authority under the State Council and the stock exchange as well
as announce it.
Article 101 The purchase of the shares of a listed company as held by an
organization that has been authorized by the state for investment shall
be subject to the approval of the relevant administrative departments
according to the provisions of the State Council. The securities
regulatory authority under the State Council shall formulate the
specific measures for acquisition of listed companies in light of the
principles of the present Law.
Chapter V Stock Exchanges
Article 102 For the purpose of the present Law, the term "stock
exchange" refers to a legal person that provides the relevant place and
facilities for concentrated securities trading, organizes and supervises
the securities trading and applies a self-regulating administration. The
establishment and dissolution of a stock exchange shall be subject to
the decision of the State Council.
Article 103 A constitution shall be formulated for the establishment of
a stock exchange. The formulation and revision of the constitution of a
stock exchange shall be subject to the approval of the securities
regulatory authority under the State Council.
Article 104 The words "stock exchange" shall be indicated in the name of
a stock exchange. No other entity or individual may use the name of
"stock exchange" or an identical name.
Article 105 The income that is at the discretion of a stock exchange, as
generated from various commissions, shall first be used to guarantee the
normal operation of the place and facilities of the stock exchange as
well as the gradual improvement thereof. The gains as accumulated by a
stock exchange that adopts a membership system shall belong to its
members. The rights and interests of a stock exchange shall be jointly
shared by its members. No accumulated gains of a stock exchange may be
distributed to any member within the holding term.
Article 106 A stock exchange shall have a council.
Article 107 There shall be a general manager in a stock exchange, who
shall be subject to the appointment and dismissal of the securities
regulatory authority under the State Council.
Article 108 Anyone, under the circumstance as prescribed in Article 147
of the Corporation Law of the People's Republic of China or under any of
the following circumstances, may not assume the post of person-in-charge
of a stock exchange:
(1) Where a person-in-charge of a stock exchange or securities
registration and clearing institution or any director, supervisor or
senior manager of a securities company who has been removed from his
post for his irregularity or disciplinary breach and if it has been
within 5 years as of the day when he is removed from his post; or
(2) Where a professional of a law firm, accounting firm or investment
consulting organization, financial advising organization, credit rating
institution, asset appraisal institution or asset verification
institution who has been disqualified for his irregularity or
disciplinary breach and if it' has been within 5 years as of the day
when he is removed from his post.
Article 109 A practitioner of a stock exchange, securities registration
and clearing institution, securities trading service organization or
securities company or any functionary of the state organ, who has been
dismissed for his irregularity or disciplinary breach, may not be
employed as a practitioner of a stock exchange.
Article 110 Only a member of a stock exchange may enter into a stock
exchange to engage in the centralized trading of securities.
Article 111 An investor shall conclude an entrustment agreement with a
securities company on securities trading, open an account of securities
trading in a securities company and entrust the securities company to
purchase or sell securities on the behalf in writing, by telephone or
any other means.
Article 112 A securities company shall, based on the entrustment of its
investors, declare orders and engage in the centralized trading at a
stock exchange according to the rules of securities trading and shall,
based on trading results, bear the relevant liabilities of settlement
and delivery. A securities registration and clearing institution shall,
on the basis of trading results and according to the rules of settlement
and delivery, conduct settlement and delivery of securities and capital
with the relevant securities company and handle the formalities of
transfer registration of securities for clients of the relevant
securities company.
Article 113 A stock exchange shall guarantee a fair centralized trading,
announce up-to-the-minute quotations of securities trading, formulate
the quotation tables of the securities market on the basis of trading
days as well as announce it. Without permission of a stock exchange, no
entity or individual may announce any up-to-the-min
ute quotations of securities trading.
Article 114 Where any normal trading of securities is disturbed by an
emergency, a stock exchange may take the measures of a technical
suspension of trading. In the event of an emergency of force majeure or
with a view to preserving the normal order of securities trading, a
stock exchange may decide a temporary speed bump. Where a stock exchange
adopts the measure of a technical suspension of trading or decides a
temporary speed bump, it shall report it to the securities regulatory
authority under the State Council in a timely manner.[page]
Article 115 A stock exchange shall exercise a real-time monitoring of
securities trading and shall, according to the requirements of the
securities regulatory authority under the State Council, report any
abnormal trading thereto. A stock exchange shall carry out supervision
over the information as disclosed by a listed company or the relevant
obligor of information disclosure, supervise and urge it/him to disclose
information in a timely and accurate manner according to law. A stock
exchange may, when it requires so, restrict the trading through a
securities account where there is any major abnormal trading and shall
report it to the securities regulatory authority under the State Council
for archival filing.
Article 116 A stock exchange shall withdraw a certain proportion of
funds from the transaction fees, membership fees and seat fees as
charged thereby to establish a risk fund. The risk fund shall be subject
to the administration of the council of the stock exchange. The specific
withdrawal proportion and use of risk fund shall be provided for by the
securities regulatory authority under the State Council in collaboration
with the fiscal department of the State Council.
Article 117 A stock exchange shall deposit its risk fund into a special
account of its opening bank and may not unlawfully misuse it.
Article 118 A stock exchange shall, pursuant to laws and administrative
regulations of securities, formulate the rules on listing, trading and
membership administration as well as any other relevant rules, and shall
report them to the securities regulatory authority under the State
Council for approval.
Article 119 Any person-in-charge and any other practitioner of a stock
exchange that has any interest relationship or any of his relatives has
any interest relationship with the performance of his duties relating to
securities trading shall withdraw.
Article 120 Any trading result of a transaction, which has been
conducted in accordance with the trading rules as formulated according
to law, may not be altered. A trader who has conducted any rule-breaking
trading may not be exempted from civil liabilities. The proceeds as
generated from any rule-breaking trading shall be dealt with pursuant to
the relevant regulations.
Article 121 Where any staff of a stock exchange who is engaged in
securities trading violates any trading rule of the stock exchange, the
stock exchange shall impose him disciplinary sanctions. Under any
serious circumstances, the qualification thereof shall be revoked and
the violator shall be prohibited from entering into the stock exchange
to engage in any securities trading.
Chapter VI Securities Companies
Article 122 The establishment of a securities company shall be subject
to the examination and approval of the securities regulatory under the
State Council. No entity or individual may engage in any securities
business without the approval of the securities regulatory under the
State Council.
Article 123 For the purpose of the present Law, the term "securities
company" as mentioned in the present Law refers to a limited- liability
company or stock-limited company that has been established and engages
in business operation of securities according to the Corporation Law of
the People's Republic of China as well as the provisions of the present
Law.
Article 124 The establishment of a securities company shall fulfill the
following requirements:
(1) Having a corporation constitution that meets the relevant laws and
administrative regulations;
(2) The major shareholders having the ability to make profits
successively, enjoying good credit standing and having no irregular or
rule-breaking record over the latest 3 years, and its net asset being no
less than 0.2 billion yuan.
(3) Having a registered capital that meets the provisions of the present
Law;
(4) The directors, supervisors and senior managers thereof having the
post-holding qualification and its practitioners having the
qualification to engage in securities business;
(5) Having a complete risk management system as well as an internal
control system;
(6) Having a qualified business place and facilities for operation; and
(7) Meeting any other requirement as prescribed by laws and
administrative re
gulations as well as the provisions of the securities regulatory
authority under the State Council, which have been approved by the State
Council.
Article 125 A securities company may undertake some of or all the
following business operations upon the approval of the securities
regulatory authority under the State Council:
(1) Securities brokerage;
(2) Securities Investment consulting;
(3) Financial advising relating to activities of securities trading or
securities investment;
(4) Underwriting and recommendation of securities;
(5) Self-operation of securities;
(6) Securities asset management; and
(7) Any other business operation concerning securities.
Article 126 A securities company shall indicate the words
"limited-liability securities company" or "stock-limited securities
company" in its name.[page]
Article 127 Where a securities company engages in the business operation
as prescribed in item (1), (2) or (3) of Article 125 of the present Law,
its registered capital shall be RMB 50 million yuan at the least. Where
a securities company engages in any of the business operations as
prescribed in item (4), (5), (6) or (7), its registered capital shall be
RMB 100 million yuan at the least; Where a securities company engages in
two or more business operations as prescribed in item (4), (5), (6) or
(7), its registered capital shall be 500 million yuan at the least. The
registered capital of a securities company shall be the paid-in capital.
The securities regulatory authority under the State Council may,
according to the principals of prudent supervision and in light of the
risk rating of all business operations, adjust the requirement of
minimum amount of registered capital, which shall be no less than the
minimum amount as prescribed in the preceding paragraph herein.
Article 128 The securities regulatory authority under the State Council
shall, within 6 months as of accepting an application for establishing a
securities company, carry out an examination according to the statutory
requirements and procedures and on the basis of the principle of prudent
supervision, make a decision on approval or disapproval and thereafter,
notify the relevant applicant. In the case of disapproval, an
explanation shall be given. Where an application for establishing a
securities company has been approved, an applicant shall, within the
prescribed period, apply for registration of establishment with the
organ in charge of corporation registration and collect its business
license therefrom. A securities company shall, within 15 days as of
collecting its business license, file an application for the Securities
Business Permit with the securities regulatory authority under the State
Council. Without a Securities Business Permit, a securities company may
not engage in any business operation of securities.
Article 129 Where a securities company establishes, purchases or cancels
a branch, alters its business scope or registered capital, alters its
shareholders or actual controllers who hold more than 5% of its stock
rights, alters any important article of its constitution, has any merger
or spilt-up, alters its form of corporation, suspends its business, goes
through dissolution or bankruptcy, it shall be subject to the approval
of the securities regulatory authority under the State Council. Where a
securities company establishes, purchases a securities operation
institution abroad or purchases the shares of any securities operational
institution abroad, it shall be subject to the approval of the
securities regulatory authority under the State Council.
Article 130 The securities regulatory authority under the State Council
shall formulate provisions on the risk control indicators of a
securities company such as net capital, the ratio between net capital
and liabilities, the ratio between net capital and net assets, the ratio
between net capital and operational scale of self-operation,
underwriting and asset management, the ratio between liabilities and net
asset as well as the ratio between current assets and current
liabilities. A securities company may not provide any financing or
guaranty for its shareholders or any related person thereof.
Article 131 The directors, supervisors and senior managers of a
securities company shall be honest and integrate, have good moral grade,
be familiar with the laws and administrative regulations on securities
and have the ability of operation and management as required by the
performance of their functions and duties, and shall have obtained the
post-holding qualification as verified by the securities regulatory
authority under the State Council before assuming his post. Anyone who
is under any circumstance as prescribed in Article 147 of the
Corporation Law of the People's Republic of China or is under any of the
following circumstances may not hold the post of director, superv
isor or senior manager of a securities company:
(1) Where a person-in-charge of a stock exchange or securities
registration and clearing institution or a director, supervisor or
senior manager of a securities company has been removed from his post
for his irregularity or disciplinary breach and if it has been within 5
years as of the day when he is removed from his post; and
(2) Where a professional of a law firm, accounting firm or investment
consulting organization, financial advising organization, credit rating
institution, asset appraisal institution or asset verification
institution has been disqualified for his irregularity or disciplinary
breach and if it has been within 5 years as of the day when he is
removed from his post.
Article 132 A practitioner of a stock exchange, securities registration
and clearing institution, securities trading service institution or
securities company or any functionary of the state organ, who has been
dismissed for his irregularity or disciplinary breach, may not be
employed as a practitioner of a stock exchange.[page]
Article 133 A functionary of the state organ and any other personnel as
prohibited by laws and administrative regulations from taking any job in
a company on a part-time basis may not take any job in a securities
company on a part-time basis.
Article 134 The state shall establish the securities investor protection
fund. The securities investor protection fund shall be composed of the
capital as paid by securities companies and any other capital as
lawfully raised. The specific measures for financing, administration and
use of the foregoing fund shall be formulated by the State Council.
Article 135 A securities company shall withdraw a trading risk reserve
from its annual after-tax profits to cover any loss from securities
transaction. The specific proportion for withdrawal shall be prescribed
by the securities regulatory authority under the State Council.
Article 136 A securities company shall establish and improve an internal
control system, adopt an effective measures of separation so as to
prevent any interest conflict between the company and its clients or
between different clients thereof. A securities company shall undertake
its operations of securities brokerage, underwriting, self-operation and
asset management in a separate manner but not in a mixed manner.
Article 137 A securities company shall undertake its self-operation in
its own name and may not make use of any other person's name or in an
individual's name. A securities company shall undertake its
self-operation by using its own capital and funds as lawfully raised. A
securities company may not lend its self-operation account to any other
person.
Article 138 A securities company may enjoy its right of independent
management according to law and its legal operation may not be
interfered.
Article 139 The trading settlement funds of the clients of a securities
company shall be deposited in a commercial bank and be managed through
accounts as separately opened in the name of each client. The specific
measures and implementation procedures shall be formulated by the State
Council. A securities company may not incorporate any trading settlement
funds or securities of its clients into its own assets. Any entity or
individual is prohibited from misusing any trading settlement funds or
securities of its/his clients in any form. Where a securities company
goes bankruptcy or goes through liquidation. The trading settlement
funds or securities of its client may not be defined as its insolvent
assets or liquidation assets. Under any other circumstance as irrelevant
to the liabilities of its clients or under any other circumstance as
prescribed by law, the trading settlement funds or securities of its
clients may not be sealed-up, frozen, deducted or enforced compulsorily.
Article 140 Where a securities company engages in any brokerage
business, it shall arrange a uniformly formulated the power of attorney
of securities transactions for the entrusting party. Where any other
means of entrustment is adopted, the relevant entrustment records shall
be made. For an entrustment of securities transaction as made by a
client, whether the transaction is concluded or not, the entrustment
records shall be kept in the relevant securities company within the
prescribed period.
Article 141 Upon accepting an entrustment of securities transaction, a
securities company shall, on the basis of the description of the
securities, trading volume, method of bidding, price band, etc. as
indicated in the power of attorney, undertake securities trading as an
agent according to the trading rules and make trading records in a
faithful manner. After a transaction is concluded, a securities company
shall, according to the relevant regulations, formulate a transaction
report and deliver it to the relevant clients. The statements in a
check sheet that confirms trading acts and results in securities trading
shall be authentic. Such statements shall be subject to the examination
of an examiner, other than the relevant transaction handler, on a
transaction-by-transaction basis, so as to guarantee the consistency
between the balance of securities in book account and the securities as
actually held.
Article 142 Where a securities company provides any service of
securities financing through securities transactions for its client, it
shall meet the provisions of the State Council and shall be subject to
the approval of the securities regulatory authority under the State
Council.
Article 143 A securities company that engages in brokerage operation may
not decide any purchase or sale of securities, class selection of
securities, trading volume or trading price on the basis of full
entrustment of its client.
Article 144 A securities company may not make a promise to its clients
on the proceeds as generated from securities transactions or on
compensating the loss as incurred from securities transactions by any
means.
Article 145 A securities company and the practitioners thereof may not
privately accept any entrustment of its client for securities
transaction beyond its business place as established according to law.[page]
Article 146 Where any practitioner of a securities company violates the
trading rules by implementing the instructions of his securities company
or taking advantage of his post in any securities trading, the relevant
securities company shall bear all the liabilities as incurred therefrom.
Article 147 A securities company shall keep the materials of its clients
regarding account opening, entrustment records, trading records and
internal management as well as business operation in a proper manner. No
one may conceal, forge, alter or damage the aforesaid materials. The
term for keeping the aforesaid materials shall be no less than 20 years.
Article 148 A securities company shall, according to the relevant
provisions, report the information and materials regarding operation and
management such as its business operation and financial status to the
securities regulatory authority under the State Council. The securities
regulatory authority under the State Council has the right to require a
securities company as well as the shareholders and actual controllers
thereof to provide the relevant information and materials within a
prescribed period. The information and materials as reported or provided
by a securities company and the shareholders and actual controllers
thereof to the securities regulatory authority under the State Council
shall be authentic, accurate and complete.
Article 149 The securities regulatory authority under the State Council
may, when believing it requires so, entrust an accounting firm or an
asset appraisal institution to carry out an auditing or appraisal on the
financial status, internal control as well as asset value of a
securities company. The specific measures thereof shall be formulated by
the securities regulatory authority under the State Council in
collaboration with the relevant administrative departments.
Article 150 Where the net capital or any other indicator of risk control
of a securities company fails to satisfy the relevant provisions, the
securities regulatory authority under the State Council shall order it
to correct in a prescribed period. Where a securities company fails to
correct within the prescribed period or any act thereof has injured the
sound operation of the securities company or has damaged the legitimate
rights and interests of its clients, the securities regulatory authority
under the State Council may take the following measures in light of
different circumstances:
(1) Restricting its business operation, ordering it to suspend some
business operations and stopping the approval of any new operation
thereof;
(2) Stopping the approval for establishing or taking over any business
branch;
(3) Restricting its distribution of dividends, restricting the payment
of remunerations to or provision of welfare for its directors,
supervisors or senior managers;
(4) Restricting any transfer of property or the setting of any other
right to its property;
(5) Ordering it to alter its directors, supervisors and senior managers
or restricting the right thereof;
(6) Ordering the controlling shareholders to transfer their stock right
or restricting its shareholders from exercising the shareholders'
rights; and
(7) Revoking the relevant business license. A securities company shall,
upon rectification, submit a report to the securities regulatory
authority under the State Council. The securities regulatory authority
under the State Council shall lift the relevant measures as prescribed
in the preceding paragraph herein within 3 days as of concluding the
relevant exami
nation and acceptance of a securities company that has met the
requirements of risk control indicators upon examination and acceptance.
Article 151 Where a shareholder of a securities company makes any fake
capital contribution or spirits away registered capital, the securities
regulatory authority under the State Council shall order him to correct
within the prescribed period and may order him to transfer the stock
rights of the securities company as held thereby. Before a shareholder
as prescribed in the preceding paragraph herein corrects his
irregularity and transfers the stock right of the securities company as
held thereby according to the relevant requirements, the securities
regulatory authority under the State Council may restrict the
shareholders' rights thereof.
Article 152 Where any director, supervisor or senior manager of a
securities company fails to fulfill his accountability in a diligent
manner and thus incurs any major irregularity or rule-breaking act or
major risk to his securities company, the securities regulatory
authority under the State Council may revoke the post-holding
qualification thereof and order his company to remove him from his post
for alteration.
Article 153 Where any illegal operation of a securities company or any
major risk thereof seriously disturbs the order of the securities market
or injures the interests of the relevant investors, the securities
regulatory authority under the State Council may take such supervisory
measures as suspending its business for rectification, designating any
other institution for trusteeship, take-over or cancellation.[page]
Article 154 During a period when a securities company is ordered to
suspend its business for rectification, or is designated for
trusteeship, or is being taken over or liquidated, or where any major
risk occurs, the following measures may be adopted to any director,
supervisor, senior manager or any other person of the securities company
directly responsible upon the approval of the securities regulatory
authority under the State Council:
(1) Notifying the export administrative organ to prevent him from
exiting the Chinese territory; and
(2) Requesting the judicial organ to prohibit him from moving,
transferring his properties or disposing his properties by any other
means, or setting any other right to his properties.
Chapter VII Securities Registration and Clearing Institutions
Article 155 A securities registration and clearing institution is a
non-profit legal person that provides centralized registration, custody
and settlement services for securities transactions. The establishment
of a securities registration and clearing institution shall be subject
to the approval of the securities regulatory authority under the State
Council.
Article 156 The establishment of a securities registration and clearing
institution shall fulfill the following requirements:
(1) Its self-owned capital shall be no less than 0.2 billion yuan;
(2) It shall have a place and facilities as required by the services of
securities registration, custody and settlement;
(3) Its major managers and practitioners shall have the securities
practice qualification; and
(4) It shall meet any other requirement as prescribed by the securities
regulatory authority under the State Council. The words "securities
registration and clearing" shall be indicated in the name of a
securities registration and clearing institution.
Article 157 A securities registration and clearing institution shall
perform the following functions:
(1) The establishment of securities accounts and settlement accounts;
(2) The custody and transfer of securities;
(3) The registration of roster of securities holders;
(4) The settlement and delivery for listed securities trading of a stock
exchange;
(5) The distribution of securities rights and interests on the basis of
the entrustment of issuers;
(6) The handling of any inquiry relating to the aforesaid business
operation; and
(7) Any other business operation as approved by the securities
regulatory authority under the State Council.
Article 158 A national centralized and unified operation shall be
adopted for the registration and settlement of securities. The
constitution and operational rules of a securities registration and
clearing institution shall be formulated according to law and shall be
subject to the approval of the securities regulatory authority under the
State Council.
Article 159 The securities as held by the relevant holders shall be all
put under the custody of a securities registration and clearing
institution in a listed trading. A securities registration and clearing
institution may not misuse any securities of its clients.
Article 160 A securities registration and clearing institution shall
provide the
roster of securities holders as well as the relevant materials to a
securities issuer. A securities registration and clearing institution
shall, according to the result of securities registration and
settlement, affirm the fact that a securities holder holds the relevant
securities and provide the relevant registration materials to a
securities holder. A securities registration and clearing institution
shall guarantee the authenticity, accuracy and integrity of the roster
of securities holders as well as records of transfer registration and
may not conceal, forge, alter or damage any of the aforesaid materials.
Article 161 A securities registration and clearing institution shall
take the following measures to guarantee a sound operation of its
business:
(1) Having the necessary service equipment and complete data protection
measures;
(2) Having established complete management systems concerning operation,
finance and security protection; and
(3) Having established a complete risk management system.
Article 162 A securities registration and clearing institution shall
keep the original voucher of registration, custody and settlement as
well as the relevant documents and materials in a proper manner. The
term for keeping the aforesaid materials shall be no less than 20 years.
Article 163 A securities registration and clearing institution shall
establish a clearing risk fund so as to pay in advance or make up any
loss of the securities registration and clearing institution as incurred
from default delivery, technical malfunction, operational fault or force
majeure. The securities clearing risk fund shall be withdrawn from the
business incomes and proceeds of a securities registration and clearing
institution and may be paid by clearing participants according to a
specified percentage of securities trading volume. The measures for
raising and managing the securities clearing risk fund shall be
formulated by the securities regulatory authority under the State
Council in collaboration with the fiscal department of the State
Council.[page]
Article 164 The securities clearing risk fund shall be deposited into a
special account of a designated bank and shall be subject to special
management. Where a securities registration and clearing institution
makes any compensation by using the securities clearing risk fund, it
may recourse the payment to the relevant person as held responsible.
Article 165 An application for dissolving a securities registration and
clearing institution shall be subject to the approval of the securities
regulatory authority under the State Council.
Article 166 An investor who entrusts a securities company to undertake
any securities trading shall apply for opening a securities account. A
securities registration and clearing institution shall, according to the
relevant provisions, open a securities account for an investor in his
own name. An investor who applies for opening an account shall hold the
legitimate certificates certifying his identity of a Chinese citizen or
its qualification of a Chinese legal person, unless it is otherwise
provided for by the state.
Article 167 A securities registration and clearing institution shall,
when providing the netting service for a stock exchange, require the
relevant clearing participant to deliver securities and funds in full
amount and provide the guaranty of delivery according to the principles
of delivery versus payment (DVP). Before a delivery is concluded, nobody
may use the securities, funds or collaterals as involved in the
delivery. Where a clearing participant fails to perform the duty of
delivery according to the schedule, a securities registration and
clearing institution has the right to dispose the properties as
prescribed in the preceding paragraph herein according to the
operational rules.
Article 168 The clearing funds and securities as collected by a
securities registration and clearing institution according to the
operational rules shall be deposited into a special account for
settlement and delivery. The settlement and delivery that can only be
applied to the securities trading as concluded according to the
operational rules may not be enforced compulsorily.
Chapter VIII Securities Trading Service Institutions
Article 169 Where an investment consulting institution, financial
advising institution, credit rating institution, asset appraisal
institution or accounting firm engages in any securities trading
service, it shall be subject to the approval of the securities
regulatory authority under the State Council and the relevant
administrative departments. The measures for the administration of
examination and approval of the practice of securities trading services,
in which an investment consulting institution, financial advising
institution, credit rating institution, asset appraisal institution or
accounting firm engages, shall be formulated by the securities
regulatory authority under the State Council and the relevant
administrative departments.
Article 170 The staff of an investment consulting institution, financial
advising institution or credit rating institution who engage in
securities trading service shall have the special knowledge of
securities as well as work experience on securities business or
securities trading service for more than 2 years. The standards for
recognizing the securities practice qualification and the measures for
administration thereof shall be formulated by the securities regulatory
authority under the State Council.
Article 171 An investment consulting institution as well as its
practitioners that engage in securities trading services may not have
any of the following acts:
(1) Engaging in any securities investment as an agent on the behalf of
its entrusting party;
(2) Concluding any agreement with an entrusting party on sharing the
gains of securities investment or bearing the loss of securities
investment;
(3) Purchasing or selling any stock of a listed company, for which the
consulting institution provides services;
(4) Providing or disseminating any false or misleading information to
investors through media or by any other means; or
(5) Having any other act as prohibited by any law or administrative
regulation. Any institution or person that has any of the acts as
prescribed in the preceding paragraph herein and thus incurs any loss to
investors shall be subject to the liabilities of compensation.
Article 172 An investment consulting institution or credit rating
institution that engages in securities trading services shall, according
to the standards of or measures for charging as formulated by the
relevant administrative department of the State Council, charge the
relevant service commissions.
Article 173 Where a securities trading service institution formulates
and generates any auditing report, asset appraisal report, financial
advising report, credit rating report or legal opinions for the
issuance, listing and trading of securities, it shall be diligent and
responsible by carrying out examination and verification for the
authenticity, accuracy and integrity of the contents of the documents as
formulated and generated. In the case of any false record, misleading
statement or major omission in the documents as formulated and
generated, which incurs any loss to any other person, the relevant
securities trading service institution shall bear the joint and several
liabilities together with the relevant issuer and listed company, unless
a securities trading service institution has the ability to prove its
exemption of fault.[page]
Chapter IX Securities Industry Association
Article 174 The securities industry association is a self-regulating
organization for the securities industry and is a public organization
with the status of a legal person. A securities company shall join the
securities industrial association. The power organ of the securities
industrial association is the general assembly of its members.
Article 175 The constitution of the securities industrial association
shall be formulated by the general assembly of its members and shall be
report to the securities regulatory authority under the State Council
for archival purpose.
Article 176 The securities industrial association shall perform the
following functions and duties:
(1) Educating and organizing its members to observe the laws and
administrative regulations on securities;
(2) Safeguarding the legitimate rights and interests of its members and
reporting the suggestions and requirements of its members to the
securities regulatory body;
(3) Collecting and straightening out the securities information and
providing services for its members;
(4) Formulating the rules that shall be observed by its members,
organizing the vocational training for the practitioners of its member
entities and carrying out vocational exchange between its members;
(5) Holding mediation over any dispute regarding securities operation
between its members or between its members and clients;
(6) Organizing its members to make research on the development,
operation and the relevant contents of the securities industry;
(7) Supervising and examining the acts of its members and, according to
the relevant provisions, giving a disciplinary sanction to any member
that violates any law or administrative regulation or the constitution
of the association; and
(8) Performing any other function and duty as stipulated by the
constitution of the industrial association.
Article 177 A council shall be established within the securities
industrial association. The members of the council shall be selected
through election according to the provisions of the constitution.
>Chapter X Securities Regulatory Bodies
Article 178 The securities regulatory authority under the State Council
shall carry out supervision and administration of the securities market
according to law so as to preserve the order of the securities market
and guarantee the legitimate operation thereof.
Article 179 The securities regulatory authority under the State Council
shall perform the following functions and duties regarding the
supervision and administration of the securities market:
(1) Formulating the relevant rules and regulations on the supervision
and administration of the securities market and exercising the power of
examination or verification according to law;
(2) Carrying out the supervision and administration of the issuance,
listing, trading, registration, custody and settlement of securities
according to law;
(3) Carrying out the supervision and administration of the securities
activities of a securities issuer, listed company, stock exchange,
securities company, securities registration and clearing institution,
securities investment fund management company or securities trading
service institution according to law;
(4) Formulating the standards for securities practice qualification and
code of conduct and carrying out supervision and implementation
according to law;
(5) Carrying out the supervision and examination of information
disclosure regarding the issuance, listing and trading of securities;
(6) Offering guidance for and carrying out supervision of the activities
of the securities industrial association according to law;
(7) Investigating into and punishing any violation of any law or
administrative regulation on the supervision and administration of the
securities market according to law; and
(8) Performing any other functions and duties as prescribed by any law
or administrative regulation. The securities regulatory authority under
the State council may establish a cooperative mechanism of supervision
and administration in collaboration with the securities regulatory
bodies of any other country or region and apply a trans-border
supervision and administration.
Article 180 Where the securities regulatory authority under the State
Council performs its duties and functions, it has the right to take the
following measures:
(1) Carrying an on-the-spot examination of a securities issuer, listing
company, securities company, securities investment fund management
company, securities trading service company, stock exchange or
securities registration and clearing institution;
(2) Making investigation and collecting evidence in a place where any
suspected irregularity has happened;
(3) Consulting the parties concerned or any entity or individual
relating to a case under investigation and requiring the relevant entity
or person to give explanations on the matters relating to a case under
investigation;[page]
(4) Referring to and photocopying such materials as the registration of
property right and the communication records relating to the case under
investigation;
(5) Referring to and photocopying the securities trading records,
transfer registration records, financial statements as well as any other
relevant documents and materials of any entity or individual relating to
a case under investigation; sealing up any document or material that may
be transferred, concealed or damaged;
(6) Consulting the capital account, security account or bank account of
any relevant party concerned in or any entity or individual relating to
a case under investigation; in the case of any evidence certifying that
any property as involved in a case such as illegal proceeds or
securities has been or may be transferred or concealed or where any
important evidence has been or may be concealed, forged or damaged,
freezing or sealing up the foregoing properties or evidence upon the
approval of the principal of the securities regulatory authority under
the State Council;
(7) When investigating into any major securities irregularity such as
manipulation of the securities market or insider trading, upon the
approval of the principal of the securities regulatory authority under
the State Council, restricting the securities transactions of the
parties concerned in a case under investigation, whereby the restriction
term may not exceed 15 trading days; under any complicated circumstance,
the restriction term may be extended for another 15 trading day.
Article 181 Where the securities regulatory authority under the State
Council performs its functions and duties of supervision or examination
or investigation, the personnel in charge of supervision and examination
or investigators shall be no less than 2 and shall show their legitimate
certificates and the notice of supervision and examination as well as
investigation. Where the personnel in charge of supervision an
d examination or investigation are less than 2 or fail to show their
legitimate certificates and the notice of supervision and examination or
investigation, an entity under examination and investigation has the
right to refuse.
Article 182 The functionary of the securities regulatory authority under
the State Council shall be duteous, impartial and clean, and handle
matters according to law, and may not take advantage of his post to seek
any unjust interests or divulge any commercial secrete of the relevant
entity or individual as accessible in his performance.
Article 183 Where the securities regulatory authority under the State
Council performs its functions and duties according to law, the entity
or individual under examination and investigation shall coordinate with
it, provide the relevant documents and materials in a faithful manner
and may not refuse any legitimate requirement, obstruct the performance
of duties and functions or conceal any document or material concerned.
Article 184 The regulations, rules as well as the working system of
supervision and administration as formulated by the securities
regulatory authority under the State Council according to law shall be
publicized to the general public. The securities regulatory authority
under the State Council shall, according to the results of
investigation, decide the punishment on any securities irregularity,
which shall be publicized to the general public.
Article 185 The securities regulatory authority under the State Council
shall establish an information pooling mechanism of supervision and
administration in collaboration with any other financial regulatory
authority under the State Council. Where the securities regulatory
authority under the State Council performs its functions and duties of
supervision and examination or investigation according to law, the
relevant departments shall coordinate with it.
Article 186 Where the securities regulatory authority under the State
Council founds any securities irregularity as involved in a suspected
crime when performing its functions and duties according to law, it
shall transfer the case to the judicial organ for handling.
Article 187 The functionary of the securities regulatory authority under
the State Council may not hold any post in an organization under its
supervision.
Chapter XI Legal Liabilities
Article 188 Where any company unlawfully makes any public issuance of
securities or does so in any disguised form without any examination and
approval of the statutory organ, it shall be ordered to cease the
issuance, return the funds as raised plus the deposit interests as
calculated at the interest rate of the bank at the corresponding period
of time and be imposed a fine of 1% up to 5% of the funds as illegally
raised. A company that has been established through any unlawful public
issuance of securities or through any unlawful public issuance of
securities in a disguised form shall be revoked by the organ or
department that performs the functions and duties of supervision and
administration in collaboration with the local people's government at or
above the county level. The person-in-charge or any other person
directly responsible shall be given a warning and imposed a fine of 30,
000 yuan up to 300, 000 yuan.[page]
Article 189 Where an issuer fails to meet the requirements of issuance
and cheats for the verification for issuance by any fraudulent means, if
the relevant securities haven't been issued, a fine of 300, 000 yuan up
to 600, 000 yuan shall be imposed; if the relevant securities have been
issued, a fine of 1% up to 5% of the illegal proceeds as unlawfully
raised shall be imposed. The person-in-charge and any other person
directly responsible shall be imposed a fine of 30, 000 yuan up to 300,
000 yuan. Any controlling shareholder or actual controller of an issuer
that instigates any irregularity as prescribed in the preceding
paragraph herein shall be subject to the punishments as prescribed in
the preceding paragraph.
Article 190 Where a securities company underwrites or, as an agent,
purchases or sells any securities, which have been unlawfully issued in
a public manner without any examination and approval, it shall be
ordered to stop its underwriting operation or purchase or sale on an
agency basis. The illegal proceeds shall be confiscated and a fine of
1~5 times of its illegal proceeds shall be imposed. Where there is no
illegal proceeds or its illegal proceeds is less than 300, 000 yuan, a
fine of 300, 000 yuan up to 60, 000 yuan shall be imposed. Where any
loss has been incurred to an investor, the securities company shall bear
the joint and several liabilities of compensation together with the
issuer. The person-in-charge and any other person directly responsible
shall be given a warning and imposed a fine of 30, 000 yuan up to 300,
000 yuan and the post-holding qualification or securities
practice qualification thereof shall be revoked.
Article 191 Where a securities company that engages in securities
underwriting is under any of the following circumstances, it shall be
ordered to correct and given a warning. The illegal proceeds shall be
confiscated and a fine of 30, 000 yuan up to 600, 000 yuan may be
imposed concurrently. Under any serious circumstances, the relevant
business licenses shall be suspended or revoked. Where any loss has been
incurred to any other securities underwriting institution or investor,
it shall be subject to the liabilities of compensation according to law.
The person-in-charge and any other person directly responsible shall be
given a warning and may be concurrently imposed a fine of 30, 000 yuan
up to 300, 000 yuan. Under any serious circumstances, the post-holding
qualification or securities practice qualification thereof shall be
revoked:
(1) Conducting any advertising or any other publicity for
recommendation, which is false or may mislead investors;
(2) Canvassing any underwriting business by any means of unjust
competition; or
(3) Having any other irregularity in violation of the relevant
provisions on securities underwriting.
Article 192 Where a recommendation party produces a recommendation
letter with any false record, misleading statement or major omission, or
fails to perform any other statutory functions and duties, it shall be
ordered to correct and given a warning. Its business income shall be
confiscated and a fine of 1~5 times of its business income shall be
imposed. Under any serious circumstances, the relevant business license
shall be suspended or revoked. The person-in-charge and any other person
directly responsible shall be given a warning and imposed a fine of 30,
000 yuan up to 300, 000 yuan. Under any serious circumstances, the
post-holding qualification or securities practice qualification thereof
shall be revoked.
Article 193 Where an issuer, a listed company or any other obligor of
information disclosure fails to disclose information according to the
relevant provisions or where there is any false record, misleading or
major omission in the information as disclosed, the securities
regulatory body shall order it to correct, give a warning and impose it
a fine of 300, 000 yuan up to 600, 000 yuan. The person-in-charge and
any other person directly responsible shall be given a warning and
imposed a fine of 30,000 yuan up to 300, 000 yuan. Where an issuer, a
listed company or any other obligor of information disclosure fails to
submit the relevant reports or where there is any false record,
misleading or major omission in any report as submitted, the securities
regulatory body shall order it to correct, give a warning and impose it
a fine of 300, 000 yuan up to 600, 000 yuan. The person-in-charge and
any other person-in-charge directly responsible shall be given a warning
and imposed a fine of 30,000 yuan up to 300, 000 yuan. Any controlling
shareholder or actual controller of an issuer, a listed company or any
other obligor of information disclosure instigates any irregularity as
prescribed in the preceding 2 paragraphs herein shall be subject to the
punishments as prescribed in the preceding 2 paragraphs.
Article 194 Where an issuer or a listed company unlawfully alters the
use of funds as raised through public issuance of securities, it shall
be ordered to correct. The person-in-charge and any other person
directly responsible shall be given a warning and imposed a fine of
30,000 yuan up to 300, 000 yuan. Any controlling shareholder or actual
controller of an issuer or a listed company who instigates any
irregularity as prescribed in the preceding paragraph herein shall be
given a warning and imposed a fine of 300, 000 yuan up to 600, 000 yuan.
The person-in-charge and any other person directly responsible shall be
subject to the punishment according to the provisions of the preceding
paragraph.[page]
Article 195 Where a director, supervisor, senior manager of a listed
company or a shareholder who holds more than 5% of the shares of a
listed company violates the provisions of Article 47 of the present Law
by buying or purchasing any stock of the listed company, he shall be
given a warning and be concurrently imposed a fine of 30,000 yuan up to
100, 000 yuan.
Article 196 Any stock exchange as illegally established shall be banned
by the people's government above the county level. Its illegal proceeds
shall be confiscated and a fine of 1~5 times of its illegal proceeds
shall be imposed. Where there is no illegal proceeds or the illegal
proceeds is less than 100, 000 yuan, a fine of 100, 000 yuan up to 500,
000 yuan shall be imposed, The person-in-charge and an other directly
responsible shall be given a warning and imposed a fine of 30,000 yuan
up to 300, 000 yuan.
Article 197 Any securities company that is unlawfully established or
that unlawfully undertake
s any securities operation without an approval shall be banned by the
securities regulatory body, the illegal proceeds shall be confiscated
and a fine of 1~5 times of the illegal proceeds shall be imposed. Where
there is no illegal proceeds or the illegal proceeds is less than 300,
000 yuan, a fine of 300, 000 yuan up to 600, 000 yuan shall be imposed,
The person-in-charge and any other person directly responsible shall be
given a warning and imposed a fine of 30,000 yuan up to 300, 000 yuan.
Article 198 Where any personnel without a post-holding qualification or
securities practice qualification is unlawfully employed in violation of
the provisions of the present Law, the securities regulatory body shall
order it to correct, give a warning and impose it a fine of 100, 000
yuan up to 300, 000 yuan. The person-in-charge and any other person
directly responsible shall be given a warning and imposed a fine of
30,000 yuan up to 300, 000 yuan.
Article 199 Where any person who is prohibited by laws and
administrative regulations from engaging in securities trading holds or
purchases or sells any stock directly or in an assumed name or in a name
of any other person, he shall be ordered to dispose the stocks as
unlawfully held thereby according to law. The illegal proceeds shall be
confiscated and a fine of no more than the equivalent value of stocks as
traded shall be imposed. In the case of any functionary of the state, an
administrative sanction shall be given according to law.
Article 200 Where any practitioner of a stock exchange, securities
company, securities registration and clearing institution or any
functionary of the securities industrial association provides any false
material or conceals, forges, alters or damages any trading record for
the purpose of inducing investors to purchase or sell securities, the
securities practice qualification thereof shall be revoked and a fine of
30, 000 yuan up to 100, 000 yuan shall be imposed. In the case of any
functionary of the state, an administrative sanction shall be given
according to law.
Article 201 Where a securities trading service institution and its
staffs that produce any auditing report, asset appraisal report or legal
opinions for the issuance of stocks violate the provisions of Article 45
of the present Law by purchasing or selling any stock, it shall be
ordered to dispose the stocks as illegally held thereby according to
law. The illegal proceeds shall be confiscated and a fine of no more
than the equivalent value of the stocks as traded shall be imposed.
Article 202 Where an insider who has access to insider information of
securities trading or any person who has obtained any insider
information purchases or sells the securities, divulges the relevant
information or advises any other person to purchase or sell the
securities before the information regarding the issuance or trading of
securities or any other information that may have any big impact on the
price of the securities is publicized, he shall be ordered to dispose
the securities as illegally held thereby according to law. The illegal
proceeds shall be confiscated and a fine of 1~5 times of the illegal
proceeds shall be imposed. Where there is no illegal proceeds or the
illegal proceeds is less than 30, 000 yuan, a fine of 30, 000 yuan up to
600, 000 yuan shall be imposed. Where an entity is involved in any
insider trading, the person-in-charge and any other person directly
responsible shall be given a warning and imposed a fine of 30,000 yuan
up to 300, 000 yuan. Any functionary of the securities regulatory body
that conducts any insider trading shall be given a heavier punishment.
Article 203 Where anyone violates the present Law by manipulating the
securities market, he shall be ordered to dispose the securities as
illegally held thereby according to law. The illegal proceeds shall be
confiscated and a fine of a fine of 1~5 times of the illegal proceeds
shall be imposed. Where there is no illegal proceeds or the illegal
proceeds is less than 30, 000 yuan, a fine of 30, 000 yuan up to 300,
000 yuan shall be imposed. Where an entity manipulates the securities
market, the person-in-charge and any other person directly responsible
shall be given a warning and imposed a fine of 100,000 yuan up to 600,
000 yuan as well.[page]
Article 204 Where anyone violates the relevant laws by purchasing or
selling any securities during a period when any transfer of securities
is prohibited, he shall be ordered to correct, given a warning and
imposed a fine of no more than the equivalent value of the securities as
illegally traded shall be imposed. The person-in-charge and any other
person directly responsible shall be given a warning and imposed a fine
of 30,000 yuan up to 300, 000 yuan.
Article 205 Where a securities company violates the present Law by
providing any securities financing, the illegal proceeds shall be
confiscated, the relevan
t business license shall be suspended or revoked, and a fine of no more
than the equivalent value of the funds as raised through securities
financing shall be imposed. The person-in-charge and any other person
directly responsible shall be given a warning and imposed a fine of
30,000 yuan up to 300, 000 yuan and the relevant post-holding
qualification or securities practice qualification shall be revoked.
Article 206 Where anyone violates the provisions of paragraph 1 or 3 of
Article 78 of the present Law by disturbing the securities market, the
securities regulatory body shall order it to correct. The illegal
proceeds shall be revoked and a fine of 1~5 times of the illegal
proceeds shall be imposed. Where there is no illegal proceeds or the
illegal proceeds is less than 30, 000 yuan, a fine of 30, 000 yuan up to
200, 000 yuan shall be imposed.
Article 207 Where anyone violates the provisions of paragraph 2 of
Article 78 by making any false statement or giving any misleading
information in the activities of securities trading, the securities
regulatory body shall order it to correct and a fine of not less than
30,000 yuan up to 200,000 yuan shall be imposed; in the case of any
state functionary, an administrative sanction shall be given according
to law.
Article 208 Where any legal person violates the present Law by opening
any account in any other person's name or making use of any other
person's account to purchase or sell any securities, it shall be ordered
to correct and be imposed a fine of 1~5 times of the illegal proceeds.
Where there is no illegal proceeds or the illegal proceeds is less than
30, 000 yuan, a fine of 30, 000 yuan up to 300, 000 yuan shall be
imposed. The person-in-charge and any other person directly responsible
shall be given a warning and imposed a fine of 30,000 yuan up to 100,
000 yuan. Where a securities company provides any securities trading
account of its own or of any other person for any irregularity as
prescribed in the preceding paragraph herein, not only the punishments
as prescribed in the preceding paragraph shall be given accordingly, but
also the post-holding qualification or securities practice qualification
of the person-in-charge or any other person directly responsible shall
be revoked.
Article 209 Where a securities company violates the present Law by
engaging in the self-operation of securities by making use of any
other's name or an individual's name, it shall be ordered to correct.
The illegal proceeds shall be confiscated and a fine of 1~5 times of the
illegal proceeds shall be imposed. Where there is no illegal proceeds or
the illegal proceeds is less than 30, 000 yuan, a fine of 30, 000 yuan
up to 200, 000 yuan shall be imposed. Under any serious circumstances,
the business license of securities self-operation shall be suspended or
revoked. The person-in-charge and any other person directly responsible
shall be given a warning and be imposed a fine of 30,000 yuan up to 100,
000 yuan and the relevant post-holding qualification or securities
practice qualification shall be revoked.
Article 210 Where a securities company purchases or sells any securities
or handles any trading matter in violation of the entrustment of its
clients or handles any other non-trading matter in violation of the true
intension as expressed by its clients, it shall be ordered to correct
and imposed a fine of 10, 000 yuan up to 100, 000 yuan. Where any loss
has been incurred to its client, it shall be subject to the liabilities
of compensation according to law.
Article 211 Where a securities company or securities registration and
clearing institution misuses any fund or securities of its client, or
unlawfully purchases or sells any securities for its client without any
entrustment thereby, it shall be ordered to correct. The illegal
proceeds shall be confiscated and a fine of 1~5 times of the illegal
proceeds shall be imposed. Where there is no illegal proceeds or the
illegal proceeds is less than 100, 000 yuan, a fine of 100, 000 yuan up
to 300, 000 yuan shall be imposed. Under any serious circumstances, it
shall be ordered to close or the relevant business license thereof shall
be revoked. The person-in-charge and any other person directly
responsible shall be given a warning and imposed a fine of 30,000 yuan
up to 100, 000 yuan and the relevant post-holding qualification or
securities practice qualification thereof shall be revoked.[page]
Article 212 Where a securities company undertakes any brokerage
business, accepts a full entrustment of its client to purchase or sell
any securities or makes any promise on the proceeds as generated from
securities trading or on the compensation of any loss as incurred from
securities trading, it shall be ordered to correct. The illegal proceeds
shall be confiscated and a fine of 50, 000 yuan up to 200, 000 yuan
shall be imposed. The relevant business license may be suspended or
revoked. Th
e person-in-charge and any other person directly responsible shall be
given a warning and imposed a fine of 30,000 yuan up to 100, 000 yuan.
The relevant post-holding qualification or securities practice
qualification thereof may be revoked.
Article 213 Where a purchaser fails to perform its obligations such as
announcing the acquisition of a listed company, issuing a tender offer
or reporting the acquisition report of a listed company or unlawfully
alters its tender offer according to the present Law, it shall be
ordered to correct, given a warning and imposed a fine of 100, 000 yuan
up to 300, 000 yuan. Before any correction, for the stocks that
constitute more than 30% of shares of the target company as held thereby
or held within any other person through an agreement or any other
arrangement, the voting right thereof may not be exercised. The
person-in-charge and any other person directly responsible shall be
given a warning and imposed a fine of 30,000 yuan up to 300, 000 yuan.
Article 214 Where a purchaser or any controlling shareholder of a
purchaser takes advantage of the acquisition of a listed company to
injure the legitimate rights and interests of the target company as well
as the shareholders thereof, it shall be ordered to correct and given a
warning. Under any serious circumstances, a fine of 100, 000 yuan up to
600, 000 yuan shall be imposed. Where any loss is incurred to the target
company or the shareholders thereof, it shall be subject to the
liabilities of compensation according to law. The person-in-charge and
any other person directly responsible shall be given a warning and
imposed a fine of 30,000 yuan up to 300, 000 yuan.
Article 215 Where a securities company or any of its practitioners
violates the present Law by privately accepting any entrustment of
purchasing or selling securities from a client, it shall be ordered to
correct and given a warning. The illegal proceeds shall be confiscated
and a fine of 1~5 times of the illegal proceeds shall be imposed. Where
there is no illegal proceeds or the illegal proceeds is less than 100,
000 yuan, a fine of 100, 000 yuan up to 300, 000 yuan shall be imposed.
Article 216 Where a securities company violates the relevant provisions
by undertaking any transaction of unlisted securities without an
approval, it shall be ordered to correct. The illegal proceeds shall be
confiscated and a fine of 1~5 times of the illegal proceeds shall be
imposed.
Article 217 Where a securities company fails to start its business
within 3 months after establishment without any justifiable reason, or
suspends its business for a consecutive 3 months, the organ in charge of
corporation registration shall revoke the business license of the
company.
Article 218 Where a securities company violates the provisions of
Article 129 of the present Law by unlawfully establishing, purchasing or
revoking any branch, or unlawfully going through any merge, split-up,
business suspension, dissolution or bankruptcy, or establishing,
purchasing a securities operation institution abroad or purchasing the
shares of a securities operation institution abroad, it shall be ordered
to correct. The illegal proceeds shall be confiscated and a fine of 1~5
times of the illegal proceeds shall be imposed. Where there is no
illegal proceeds or the illegal proceeds is less than 100, 000 yuan, a
fine of 100, 000 yuan up to 600, 000 yuan shall be imposed. The
person-in-charge and any other person directly responsible shall be
given a warning and imposed a fine of 30,000 yuan up to 100, 000 yuan.
Where a securities company violates the provisions of Article 129 of the
present Law by altering the relevant items, it shall be ordered to
correct and imposed a fine of 100, 000 yuan up to 300, 000 yuan. The
person-in-charge and any other person directly responsible shall be
given a warning and imposed a fine of no more than 50, 000 yuan.
Article 219 Where a securities company violates the present Law by
engaging in any securities operation beyond its business scope as
permitted, it shall be ordered to correct. The illegal proceeds shall be
confiscated and a fine of 1~5 times of the illegal proceeds shall be
imposed. Where there is no illegal proceeds or the illegal proceeds is
less than 300, 000 yuan, a fine of 300, 000 yuan up to 600, 000 yuan
shall be imposed. Under any serious circumstances, it shall be ordered
to close down. The person-in-charge and any other person directly
responsible shall be given a warning and imposed a fine of 30,000 yuan
up to 100, 000 yuan and the relevant post-holding qualification or
securities practice qualification shall be revoked.[page]
Article 220 Where a securities company fails to carry out its securities
operation of brokerage, underwriting, self-operation or asset management
in a separate manner according to law but carries out its securities
operation in a mixed operation, it shall be ordered to corre
ct. The illegal proceeds shall be confiscated and a fine of 300, 000
yuan up to 600, 000 yuan shall be imposed. Under any serious
circumstances, the relevant business license shall be revoked. The
person-in-charge and any other person directly responsible shall be
given a warning and imposed a fine of 30,000 yuan up to 100, 000 yuan.
Under any serious circumstances, the relevant post-holding qualification
or securities practice qualification shall be revoked.
Article 221 Where a securities company submits any false document of
certification or adopts any other fraudulent means to conceal any major
fact so as to cheat for the securities business license or a securities
company has any severe irregularity in the securities trading and thus,
fails to meet the requirements of business operation any more, the
securities regulatory body shall revoke its securities business license.
Article 222 Where a securities company or its shareholder or actual
controller violates the relevant provisions by refusing to report or
provide information or materials regarding its business and management
to the securities regulatory body or in the case of any false record,
misleading statement or major omission in the aforesaid information or
materials as reported or submitted, it shall be ordered to correct,
given a warning and imposed a fine of 30, 000 yuan up to 300, 000 yuan.
The relevant business license of the securities company may be suspended
or revoked. The person-in-charge and any other person directly
responsible shall be given a warning and imposed a fine of no more than
30,000 yuan and the relevant post-holding qualification or securities
practice qualification shall be revoked. Where a securities company
provides financing or guaranty for its shareholder or any person related
to its shareholder, it shall be ordered to correct, given a warning and
imposed a fine of 100, 000 yuan up to 300, 000. The person-in-charge and
any other person directly responsible shall be imposed a fine of 30, 000
yuan up to 100, 000 yuan. Where a shareholder has any fault, the
securities regulatory authority under the State Council may restrict his
shareholders' right before he makes correction according to the relevant
requirements. Where anyone refuses to correct, he may be ordered to
transfer the stock right of the securities company as held thereby.
Article 223 Where a securities trading service institution fails to
fulfill its accountability in a diligent manner so that any document as
formulated or produced thereby has any false record, misleading
statement or major omission, it shall be ordered to correct. The
proceeds as generated from its business shall be confiscated. Its
securities business license shall be suspended or revoked. A fine of 1~5
times of its business income shall be imposed. The person-in-charge and
any other person directly responsible shall be given a warning and
imposed a fine of 30,000 yuan up to 100, 000 yuan and the relevant
post-holding qualification or securities practice qualification shall be
revoked.
Article 224 Where anyone violates the present Law by issuing or
underwriting any corporate bond, he shall be given a punishment by the
department as authorized by the State Council in accordance with the
relevant provisions of the present Law.
Article 225 Where a listed company, securities company, stock exchange,
securities registration and clearing institution, or securities trading
service institution fails to keep the relevant documents and materials
according to the relevant provisions, it shall be ordered to correct,
given a warning and imposed a fine of 30, 000 yuan up to 300, 000 yuan.
Where any relevant document or material is concealed, forged, altered or
damaged, the violator shall be given a warning and imposed a fine of
300, 000 yuan up to 600, 000 yuan.
Article 226 Where a securities registration and clearing institution is
unlawfully established without any approval of the State Council, it
shall be cancelled by the securities regulatory body, the illegal
proceeds shall be confiscated and a fine of 1~5 times of the illegal
proceeds shall be imposed. Where an investment consulting institution,
financial advising institution, credit rating institution, asset
appraisal institution or accounting firm undertakes any securities
trading service without the relevant approval, it shall be ordered to
correct. The illegal proceeds shall be confiscated and a fine of 1~5
times of the illegal proceeds shall be imposed. In case a securities
registration and clearing institution or a securities service trading
institution violates the present Law or any operational rules as
formulated according to law, the securities regulatory body shall order
it to correct and confiscate the illegal proceeds and impose it a fine
of 1~5 times of the illegal proceeds. Where there is no illegal proceeds
or the illegal proceeds is less than 100, 000 yuan, a fine of 100, 000 y[page]
uan up to 300, 000 yuan shall be imposed. Under any serious
circumstances, it shall be ordered to close down or its securities
business license shall be revoked.
Article 227 Where the securities regulatory authority under the State
Council or the department as authorized by the State Council is in any
of the following circumstances, the person-in-charge and any other
person directly responsible shall be given an administrative sanction
according to law:
(1) Verifying or approving an application for issuing securities or for
establishing a securities company, which fails to comply with the
present Law;
(2) Violating the provisions of Article 180 of the present Law by taking
such measures as on-the-spot examination, investigation and evidence
collection, consultation, freeze-up or seal-up;
(3) Violating the relevant provisions by giving any administrative
sanction to the relevant institution or personnel; or
(4) Performing any other functions and duties in an unlawful manner.
Article 228 Where any functionary of the securities regulatory body or
any member of the issuance examination committee fails to perform the
duties and functions as prescribed in the present Law, misuses his
power, neglects his duty, takes advantage of his post to seek any unjust
interests or divulges any commercial secrete of the relevant entity or
individual as accessible in his performance, he shall be subject to
legal liabilities.
Article 229 A stock exchange that grants any approval to an application
for securities listing that fail to meet the requirements as prescribed
in the present Law shall be given a warning. Its business income shall
be confiscated and a fine of 1~5 times of its business income shall be
imposed. The person-in-charge and any other person directly responsible
shall be imposed a fine of 30, 000 yuan up to 300, 000 yuan.
Article 230 Anyone that refuses or obstructs the performance of the
securities regulatory body as well as its functionary on the functions
and duties of supervision, examination and investigation by no means of
violence or threat shall be given an administrative sanction of public
security according to law.
Article 231 Where anyone violates the present Law and constitutes a
crime, he shall be subject to criminal liabilities according to law.
Article 232 Where anyone violates the present Law and shall be subject
to civil liabilities of compensation and payment of fines and penalties
and if his properties are not sufficient to cover all the payment at the
same time, he shall be first subject to civil liabilities.
Article 233 In case anyone violates the relevant laws and administrative
regulations or the relevant provisions of the securities regulatory
authority under the State Council and is under any serious
circumstances, the securities regulatory authority under the State
Council may take measures of prohibiting the relevant responsible
persons from entering into the securities market. For the purpose of the
present Law, the term of "prohibition from entering into the securities
market" as mentioned in the preceding paragraph refers to a system,
whereby a person may not undertake any securities practice or hold any
post of director, supervisor or senior manager of a listed company
within a prescribed term or for life.
Article 234 The fines as collected and the illegal proceeds as
confiscated shall be all turned over into the State Treasury.
Article 235 Where any party concerned is dissatisfied with a decision of
the securities regulatory body or a department as authorized by the
State Council on punishment, it may file an application for an
administrative review or file an litigation with the people's court.
Chapter XII Supplementary Articles
Article 236 The securities that have been approved for listed trading in
a stock exchange according to the relevant administrative regulations
before the present Law comes into force may continue to be traded
according to law. The securities operation institution that has been
approved for establishment in accordance with the relevant
administrative regulations and the provisions of the administrative
department of finance of the State Council before the present Law comes
into force but fails to comply with the provisions of the present Law in
a complete manner shall satisfy the requirements as prescribed by the
present Law within the prescribed term. The specific measures for
implementation shall be separately prescribed by the State Council.
Article 237 Where an issuer applies for verifying the public issuance of
any stocks or corporate bonds, it shall pay the expenses for examination
according to the relevant provisions.
Article 238 Any domestic enterprise that directly or indirectly issues
any securities abroad or lists its securities abroad for trading shall
be subject to the approval of the securi
ties regulatory authority under the State Council according to the
relevant provisions of the State Council.
Article 239 As for any subscription or trading of stocks of a domestic
company in a foreign currency, the specific measures thereof shall be
formulated by the State Council separately.[page]
Article 240 The present Law shall be implemented as of January 1, 2006.
Promulgated by Standing Committee of the National People's Congress on
2005-10-27
证券法英文版
证券法英文版