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(December 29, 1998 the Ninth National People's Congress Standing Committee adopted at the sixth meeting December 29, 1998 Decree of the President People's Republic of China announced its 12th since July 1, 1999 will come into effect)
Chapter I General Provisions
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(December 29, 1998 the Ninth National People's Congress Standing Committee adopted at the sixth meeting December 29, 1998 Decree of the President People's Republic of China announced its 12th since July 1, 1999 will come into effect)
Chapter I General Provisions
First in order to regulate the issue and trading of securities, to protect the legitimate rights and interests of investors, the maintenance of socio-economic order and social public interests, promote the development of the socialist market economy, the development of this law。
The second in China, stocks, corporate bonds and the State Council in accordance with the law of the other identified the issue and trading of securities of this Law shall apply。
The provisions of this Act is not applicable to the Companies Act and other laws and administrative regulations。
Government bond issuance and trading, by laws and administrative regulations provided otherwise。
The third issue of securities, trading activities, must be open, fair and just principle。
Article IV of the issuance of securities trading activity of the parties have equal legal status, should comply with the voluntary and paid, the principle of good faith。
Article V the issuance of securities, trading activities, must comply with the laws and administrative regulations; the prohibition of fraud, insider trading and manipulation of the Securities and Exchange market。
Article VI of the securities industry and banking, trust, insurance separate operation, sub-sector management。
Securities companies and banks, trusts, insurance institutions set up。
Article VII of the State Council Securities Regulatory agencies in accordance with the law on the implementation of the national securities market supervision and management of centralized and unified。
State Council Securities Regulatory agencies may be established in accordance with the needs of sending agency, in accordance with the mandate to fulfill duties of supervision and management。
Article VIII of the securities issued in the country, trading activities centralized and unified supervision and management, under the premise of the establishment of the Securities Industry Association in accordance with the law, to exercise self-discipline management。
Article IX of the Stock Exchange of national audit institutions, securities companies, securities registration and settlement institutions, securities supervision and management institutions, audit supervision in accordance with the law。
Chapter II of securities issued
Article X public offering of securities must comply with the laws and administrative regulations of the conditions and reported in accordance with the law by the State Council Securities Regulatory agencies or departments authorized by the approval of the State Council, or approval; without approval or approval in accordance with the law and no unit or individual shall not be issued to the public securities。
Article XI offer shares to the public in accordance with the provisions of the Companies Act the conditions reported by the State Council Securities Regulatory agency approval。
The issuer to the securities supervision and administration of the State Council to submit the application documents stipulated in the Companies Act and the State Council Securities Regulatory agencies provided the documents。
Issuance of corporate debt, must be in accordance with the Companies Act provides that the conditions reported by the State Council authorized department concerned for approval。
The issuer must be authorized to the State Council submitted the application documents stipulated in the Companies Act and the provisions of the State Council authorized department of the relevant documents。
Article XII of the issuer in accordance with the law to apply for public offering of securities of the application documents submitted by the format, submitted to the way approved by or in accordance with the law is responsible for approving the provisions of the agencies or departments。
Article XIII of the issuer to the State Council Securities Regulatory agencies or departments of the State Council authorized the issuance of securities submitted application documents must be true, accurate and complete。
Securities issued for the relevant documents issued by professional institutions and personnel, must be strictly statutory duty to ensure the authenticity of documents it issued, the accuracy and completeness。
Article XIV of the State Council Securities Regulatory agencies set up to issue an audit committee review of stock issued in accordance with the law to apply。
The audit committee issued by the State Council Securities Regulatory agencies and the professionals employed by the institution composed of outside experts in order to vote on stock issuance to apply for a vote, the audit opinion。
Issued an audit committee composed of the specific approach, the composition of the term of office, working procedures by the State Council Securities Regulatory agencies have developed, the State Council for approval。
Article XV of the State Council Securities Regulatory agencies responsible for approval in accordance with the statutory requirements to apply for shares issued。
Approval process should be open, accept supervision in accordance with the law。
Involved in the approval of the staff to apply for shares issued shall apply for units of interest with the issuer; shall not accept applications for units issued gift; may not be approved by holders of shares issued applications; shall not be issued in private applications for units in contact。
Departments of the State Council authorized the company to apply for approval to issue bonds, in the light of the provisions of前二款。
Article XVI of the State Council Securities Regulatory agencies or departments of the State Council authorized the issuance of securities should be accepted since the application documents within three months from the date of the decision; not approved, or approved, it should be an explanation。
The application of Article XVII of securities issued or approved by the examination and approval, in accordance with the law when发行人应and administrative regulations, in the securities before the public offering, raising public notice documents, and will maintain the document at the designated place for public inspection。
Information on the securities issued in accordance with the law before the public, shall not be open source or any of the information leak。
The issuer shall not file notice before the public offering to raise the issue of securities。
Article XVIII of the State Council Securities Regulatory agencies or departments authorized by the State Council have been made or approved the decision of approving the issuance of securities, found not complying with the laws and administrative regulations and should be removed; has yet to issue securities, and stop issuing; have been issued securities holders will be allowed to increase in accordance with the issue price and accrued interest on bank deposits over the same period, request the return of the issuer。
Article XIX of stock issued in accordance with the law, the publisher of business and revenue changes, from the responsibility of the issuer; resulting changes in the investment risk caused by the investors themselves。
第二十条the issue of new shares of listed companies should comply with the Companies Act relating to the conditions of issue of new shares can be raised to the public can also apply to shareholders to subscribe。
Listed companies to issue stock Proceeds will be required to use the prospectus included in the use of funds。
Change the use of funds listed in the prospectus must be approved by shareholders' general meeting。
Permission for change of use not correct, or not approved by shareholders' general meeting shall not issue new shares。
Article XXI of securities companies should be in accordance with the law and administrative regulations to the issuer underwriting public offerings of securities。
Securities underwriting business approach taken by the underwriters or dealers。
Securities refers to securities companies to sell on behalf of issuers offering securities in the underwriting period, it will not be returned to the securities sold to the issuer's underwriting approach。
Securities underwriting is the issuer of securities companies will be in accordance with the agreement of all the securities purchased or in the underwriting after the end of the remaining securities will be purchased on its own underwriting all means。
Article twenty-second public offering of securities of the issuer the right to choose in accordance with the law of the securities firms underwriting。
Securities may not be a means of unfair competition to attract the securities underwriting business。
Article twenty securities firms underwriting securities, should be signed with the issuer or the underwriting agreement to sell, set out the following:
(A) the names of the parties, shelter and legal representative of the name;
(B) distribution, the underwriting of securities of the type, quantity, amount and issue price;
(C) dealers, underwriters and the dates of the period;
(D) dealers, underwriters, and the date of payment;
(E) sell, underwriting fees and billing methods;
(F) liability for breach of contract;
(G) of the State Council Securities Regulatory agencies other matters。
Article 24th securities underwriting securities companies should be to raise public offering documents for authenticity, accuracy, integrity verification; found in false records, misleading statements or material omissions, and shall not conduct sales activities; have been sold and must be an immediate halt to sales activities, and to take corrective measures。
Article published to the nominal value of the securities of more than 50 million yuan, it should be by the underwriting syndicate。
Should be made by the syndicate involved in underwriting and securities underwriting companies。
Twenty-sixth article of the distribution of securities, underwriters may not exceed ninety days the longest。
Securities companies in the distribution, underwriting period for the dealers, underwriters should ensure that the securities be sold to subscribers, were not allowed to be reserved in advance by the Company to sell securities and pre-purchased and retained by the underwriters of the securities。
The twenty-seventh article of the underwriting of securities by securities companies, underwriters should be after the expiration of the fifteen days, the situation will be underwriting the State Council Securities Regulatory agencies record。
Securities companies to sell securities, it should be in the distribution after the expiration of the fifteen days, together with the issuer to sell securities case will be reported to the State Council Securities Regulatory agencies record。
Article twenty-eighth issue of shares to issue to take a premium, and its issue price by the issuer and the underwriters of the securities companies in consultation, the State Council for approval of securities regulatory bodies。
Twenty-ninth article either directly or indirectly, domestic enterprises to issue securities abroad or outside of its publicly traded securities must be approved by the securities supervision and administration of the State Council for approval。
Chapter III of the Securities and Exchange
Section I General provisions
Securities and Exchange 30th article of the parties the sale of securities in accordance with the law, must be issued in accordance with the law and the delivery of securities。
Securities issued by non-law, should not purchase or sell。
Issued in accordance with the law第三十一条stocks, corporate bonds and other securities, the legal transfer of its restrictive provisions of the period, for a limited period of time, should not purchase or sell。
According to the law approved by the thirty-second article of the publicly traded stocks, corporate bonds and other securities, should be in the Stock Exchange。
Thirty-third article of securities in the Stock Exchange, the focus should be an open auction transactions。
The concentration of the Securities and Exchange bid price should be the priority, time priority principle。
Thirty-fourth article of the Securities and Exchange parties the sale of securities can be used in paper form or the State Council Securities Regulatory agencies in other forms。
Article thirty-fifth spot in the Securities and Exchange transactions。
Thirty-sixth were not allowed to be engaged in financing to its customers or securities margin trading activities。
Article 37th Stock Exchange, securities companies, securities registration and settlement agency employees, the securities supervision and management of agency staff and the laws and administrative regulations to prohibit other persons to participate in stock trading, during his term of office or within the statutory time limit shall not directly or by a pseudonym, by held in the name of others, the sale of shares, and shall not receive gifts of stock to others。
Any person who has become the persons listed in the preceding paragraph, the shares already held, the transfer must be in accordance with the law。
Article 38th Stock Exchange, securities companies, securities registration and settlement institutions are required by law to open a customer account by confidentiality。
Article thirty-ninth issue of audit reports issued shares, assets evaluation report and other documents or legal opinion of the professional institutions and personnel, in the equity underwriting during the period and after the expiration of six months, should not purchase or sell the stock。
In addition to the preceding paragraph shall, for the audit reports issued by listed companies, asset evaluation report and other documents or legal opinion of the professional institutions and personnel, since the listed companies to accept the date of commission until after the publication of these documents within five days, should not purchase or sell the stock。
40th Article of the Securities and Exchange charges must be reasonable, and public fees, charges and charging arrangements。
Securities trading fees and management fees by the State Council on the management of uniform provisions。
第四十一条Co。, Ltd。 holds a five per cent of the issued shares of the shareholders, should be reached in the amount of its holdings, the proportion of within three days from the date of the report of the company, the company must report the date of receipt of the three days to the State Council Securities Regulatory bodies; is listed companies should report to the Stock Exchange。
Forty-second Article stipulates that the former shareholders, will they hold shares of the company within six months after buying to sell, or sell and buy within six months, which the proceeds go to the company , to take back the company's board of directors should be shareholders of the proceeds。
However, due to the underwriting of securities companies to buy the remaining shares held after more than five per cent of shares, not sell the stock when the time limit of six months。
Company's Board of Directors is not in accordance with the provisions of the preceding paragraph, other shareholders have the right to request the Executive Board of Directors。
Company's Board of Directors is not in accordance with the provisions of the first paragraph, with the result that the company suffered damage, the responsible director to assume joint and several liability in accordance with the law。
Section II of the Listing of Securities
Co。
, Ltd。 to apply for the forty-third of its stock be publicly traded, must be reported by the State Council Securities Regulatory agency approval。
Securities Regulatory agencies of the State Council may authorize the Stock Exchange in accordance with the statutory conditions and statutory procedures for the approval of the stock listing application。
The state shall encourage the 44th in line with the industrial policy in line with market conditions at the same time, the company's stock exchanges。
To the 45th article of the State Council Securities Regulatory agencies to apply for stock market transactions should submit the following documents:
(A) listed on the report;
(B) to apply for listing of the shareholders of the General Assembly resolution;
(C) Articles of Association;
(D) of the company business license;
(E) verification by the statutory agencies to verify the company or companies of the past three years since the establishment of financial and accounting reports;
(Vi) legal opinions and recommendations of securities companies;
(Vii) the most recent prospectus。
Article 46th to apply for shares traded by the State Council Securities Regulatory agency approval, the发行人应when the approval documents to the Stock Exchange and the former provides the relevant documents。
Stock Exchange, the shares should be received from the issuer of the preceding paragraph shall submit a document six months of the date, arrange for the stock exchanges。
Article 47th to apply for stock market transactions agreed to by the Stock Exchange, the listed companies should be traded on the 5th Notice of approved shares of the relevant documents, and will maintain the document at the designated place for public inspection。
Listed companies in addition to the 48th article provides that notice before the listing application documents should also notice the following:
(A) of the stock allowed to date in the Stock Exchange;
(B) Holders of shares in the largest list of top ten shareholders and the amount of shares;
(C) The directors, supervisors, managers and the senior management of the names of holders of the Company and its stock and bonds。
Article forty-ninth loss of the Company Law provides that a listed company's listing requirements, and its shares listed in accordance with the law to suspend or terminate the listing。
50th article of the company to apply for its issuance of corporate bonds traded, must be reported by the State Council Securities Regulatory agency approval。
Securities Regulatory agencies of the State Council may authorize the Stock Exchange in accordance with the statutory conditions and statutory procedures for corporate bonds approved by the applications。
第五十一条companies to apply their corporate bonds listed on the transaction must meet the following conditions:
(A) of corporate bonds over a period of one year;
(B) the actual issuance of corporate bonds of not less than the amount of 50 million yuan;
(C) the company to apply for listing of its bonds are still not complying with the statutory conditions of corporate bonds issued。
Second article to the State Council Securities Regulatory bodies corporate bond trading application, should submit the following documents:
(A) listed on the report;
(B) the Board of Directors resolution to apply for listing;
(C) Articles of Association;
(D) of the company business license;
(E) corporate bonds to raise approach;
(Vi) the actual issuance of corporate bonds amount。
Article Fifty-third to apply for publicly traded corporate bonds by the State Council Securities Regulatory agency approval, the发行人应when the approval documents to the Stock Exchange and the former provides the relevant documents。
Stock should be received from the issuer of the bond of the preceding paragraph shall submit the documents within three months from the date, arrange for the exchange-traded bonds。
54th Article of corporate bonds listed on stock exchange transactions consent application,发行人应when trading in corporate bonds listed on the 5th of the notice of corporate bonds listed on the report, approval documents and the listing application documents, and maintain the application documents to the designated place for public inspection。
Article Fifty-traded corporate bonds, the company has one of the following cases, by the State Council Securities Regulatory agencies decided to suspend its publicly traded corporate bonds:
(A) companies have a major offense;
(B) In case of a significant change in the company do not meet the conditions of the corporate bond market;
(C) corporate bonds to raise funds not by the approving authority in accordance with the approved purposes;
(D) not to raise corporate bonds in accordance with the method to fulfill their obligations;
(E) two consecutive losses recently。
Company before the 56th Article, paragraph (a), (d) above, one case of serious consequences verified or former clause (b), (c), (e) above circumstances, the deadline can not be eliminated by the State Council Securities Regulatory agency decided to terminate the listing of corporate bonds。
Dissolution, in accordance with the law have been ordered shut down or declared bankrupt by the Stock Exchange to terminate the listing of corporate bonds, they shall be reported to the State Council Securities Regulatory agencies record。
57th article of the State Council Securities Regulatory agencies may authorize the suspension or termination of the Stock Exchange in accordance with the law or corporate bonds listed on the stock。
Section III of the continuing disclosure
Fifty-eighth article of the State Council Securities Regulatory bodies approved to issue stock in accordance with the law, or authorized by the State Council approval to issue corporate bonds in accordance with the law, in accordance with the provisions of the Companies Act, it should be notice of a prospectus, the company raised debt approach。
In accordance with the law the issue of new shares or corporate bonds should also be financial accounting report announcement。
Notice the 59th article of the company stock or corporate bond issuance and listing documents to be true, accurate, complete, and no false records, misleading statements or material omissions。
60th Article of stock or corporate bonds traded company, it should be in the first half of each fiscal year from the date of the end of months, to the State Council Securities Regulatory agencies and stock exchanges to submit the following records of the interim report, and to notice :
(A) the company's financial accounting reports and operating conditions;
(B) of companies involved in major litigation matters;
(C) the issued shares, changes in corporate bonds;
(D) to the shareholders of the important issues considered by the General Assembly;
(E) of the State Council Securities Regulatory agencies other matters。
第六十一条shares or corporate bonds traded company, it should be the end of each fiscal year from the date of four months, to the State Council Securities Regulatory agencies and stock exchanges to submit the following records of the annual report, and to the Notice:
(A) company profile;
(B) the company's financial accounting reports and operating conditions;
(C) The directors, supervisors, managers and senior managers of the Introduction and its shareholdings;
(D) of the issued shares, corporate bonds, including shares held by the top 10 holdings list and the amount of shareholders;
(E) of the State Council Securities Regulatory agencies other matters。
Sixty-second article of listed companies that may have a greater impact on stock prices, while investors are not yet available when a major event, listed companies should be immediately relevant to the events of the State Council Securities Regulatory agencies and stock exchanges to submit interim report, and to notice that the substance of the incident。
Referred to in the preceding paragraph the following major events:
(A) the company's operating principles and major changes in business scope;
(B) the company's major investment and major decision to purchase the property;
(C) entered into important contracts, the contract may be the company's assets, liabilities, rights and interests and have a major impact on operating results;
(D) the company failed to a major settlement of debt and significant debt maturity default;
(E) the company suffered a major loss or the net assets of more than 10 percent more than a great loss;
(Vi) production and management company of the external conditions for major changes;
(Vii) the company's chairman, more than one third of the directors, or managers are subject to change;
(Viii) hold more than 5% shareholders, the holders of shares in major changes to happen;
(Ix) the company owned by the merger, separation, dissolution and the decision to file for bankruptcy;
(J) significant legal proceedings involving the company, the court revoked general meeting of shareholders in accordance with the law, the Board resolution;
(K) laws and administrative regulations of other matters。
Article 63rd issuers, underwriters of the securities company prospectus announcement, the company raised debt solution, financial accounting reports, listing the report documents, annual reports, interim reports, interim report, the existence of false records, misleading statements or major omissions, with the result that Investors in the Securities and Exchange suffered losses, issuers, underwriters of the securities companies should bear the liability of issuers, underwriters of the securities company responsible for directors, supervisors, managers should assume joint and several liability。
64th article in accordance with the laws and administrative regulations of the notice must be made, it should be stipulated in the relevant departments at the national press or in a special publication of the communique published at the same time to maintain a home in the company, the Stock Exchange for public inspection。
65th article of the State Council Securities Regulatory bodies for listed companies annual reports, interim reports, interim reports and notice of the monitoring of listed companies or the placing of new shares allocated to monitor the situation。
Securities Regulatory agencies, stock exchanges, underwriters of the securities companies and relevant personnel of the company in accordance with the laws and administrative regulations of the notice must be made in the notice shall not reveal its contents before。
66th article of the State Council Securities Regulatory agencies have a major offense, or do not have the other listed companies listed on the conditions of cancellation of the listing of qualifications, it should be timely notice。
Stock Exchange in accordance with the provisions authorized in the preceding paragraph of the decision, the notice should be timely, they shall be reported to the State Council Securities Regulatory agencies record。
Trade practices prohibited by the fourth quarter
67th Article of the Securities and Exchange informed insider information using insider information for securities trading activities。
68th for the following persons be aware of insider information, the Securities and Exchange informed staff:
(A) issuing shares or corporate bonds of the company directors, supervisors, managers, deputy manager and senior management;
(B) Holders of the company for more than five per cent of shareholders;
(C) shares of the company's holding company senior management;
(D) any company as a result of the job can get information about the staff of the Securities and Exchange;
(E) Securities Regulatory agency staff as well as statutory duties on securities transactions, other members of management;
(F) as a result of a statutory duty to participate in securities trading agency or social securities registration and settlement institutions, securities trading services to the relevant staff;
(G) of the State Council Securities Regulatory agencies other staff。
69th article of the Securities and Exchange activities, involving the company's operating, financial or securities of the company have a major impact on the market price of the information has not been open for inside information。
The following information is an insider information:
(A) of this Act set out in a major event in the second paragraph of Article Sixty-second;
(B) the distribution of dividends or capital increase the company's plans;
(C) the company's major changes in ownership structure;
(D) the company secured a major change in debt;
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