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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 authorization 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:
(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;
(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 the 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:
(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.The funds as
raised through public offer of stocks as made by a company shall be
used according to the purpose 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.
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.
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, quantity, 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.
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 secret
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.
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;
(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:
(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.
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 managers 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.
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 confirmation 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:
(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 detailed 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 regulatory
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-minute
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.
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 regulations 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.
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, supervisor 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.
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.
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 examination 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.
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.
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.
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;
(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 and 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.
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.
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 undertakes 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.
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 relevant 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.
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. 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. 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.
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
correct. 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 yuan 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 securities 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.
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 |
