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1、;证券法英文版 Securities Law of the Peoples Republic of China(revised in 2005)The Securities Law of the Peoples Republic of China,which was revised and adopted atthe 18th Meeting of the Standing Committee of the 10th National Peoples Congress ofthe Peoples Republic of China on October 27,2005 are hereby p
2、romulgate and shall beimplemented as of January 1,2006.President of the Peoples Republic of China,Hu JintaoOctober 27,2005Securities Law of the Peoples Republic of China(revised in 2005)(Adopted at the 6th Meeting of the Standing Committee of the 9th National PeoplesCongress on December 29,1998,revi
3、sed at the 18th Meeting of the Standing Committeeof the Tenth National Peoples Congress of the Peoples Republic of China on October 27,2005 according to the Decision on Revising the Securities Law of the Peoples Republic ofChina as made at the 11th meeting of the Standing Committee of the 10th Peopl
4、esCongress on August 28,2004)ContentsChapter I General ProvisionsChapter II Issuance of SecuritiesChapter III Transaction of SecuritiesSection I General ProvisionsSection II Listing of SecuritiesSection III On-going Disclosure of InformationSection IV Prohibited Trading ActsChapter IV Acquisition of
5、 Listed CompaniesChapter V Stock ExchangesChapter VI Securities CompaniesChapter VII Securities Registration and Clearing InstitutionsChapter VIII Securities Trading Service InstitutionsChapter IX Securities Industrial AssociationChapter X Security Regulatory BodiesChapter XI Legal LiabilitiesChapte
6、r XII Supplementary ArticlesChapter I General ProvisionsArticle 1 The present Law is formulated for the purpose of regulating the issuance andtransaction of securities,protecting the lawful rights and interests of investors,safeguarding the economic order and public interests of the society and prom
7、oting thegrowth 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 StateCouncil within the territory of the Peoples Republic of China.Where there is no such
8、provision in the present Law,the provisions of the Corporation Law of the PeoplesRepublic 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 begoverned by the present Law.Where there i
9、s any special provision in any other law oradministrative regulation,the special provision shall prevail.The measures for theadministration 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 iss
10、uance and transaction of securities shall adhere to the principles ofopenness,fairness and impartiality.Article 4 The parties involved in any issuance or transaction of securities shall have equallegal status and shall persist in the principles of free will,compensation and integrity andcreditworthy
11、.Article 5 The issuance and transaction of securities shall observe laws and administrativeregulations.No fraud,insider trading or manipulation of the securities market may bepermitted.Article 6 The divided operation and management shall be adopted by the industries ofsecurities,banking,trust as wel
12、l as insurance.The securities companies and the businessorgans of banks,trust and insurance shall be established separately,unless otherwiseprovided for by the state.Article 7 The securities regulatory authority under the State Council shall adopt acentralized and unified supervision and administrat
13、ion of the national securities market.The securities regulatory authority under the State Council may,in light of the relevantrequirements,establish dispatched offices,which shall perform their duties and functionsof supervision and administration upon the authorization.Article 8 Under the centraliz
14、ed and unified supervision and administration of the stateregarding the issuance and transaction of securities,a securities industrial associationshall be lawfully established,which shall adopt the self-regulating administration.Article 9 The auditing organ of the state shall carry out auditing supe
15、rvision of stockexchanges,securities companies,securities registration and clearing institutions andsecurities regulatory bodies.Chapter II Issuance of SecuritiesArticle 10 A public issuance of securities shall satisfy the requirements of the relevantlaws and administrative regulations and shall be
16、reported to the securities regulatoryauthority under the State Council or a department upon authorization by the State Council for examination and approval according to law.Without anyexamination and approval according to law,no entity or individual may make a publicissuance of any securities.It sha
17、ll be deemed as a public issuance upon the occurrenceof 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 specifiedobjects;or(3)Making a public issuance as prescribed by any
18、law or administrative regulation.Forany securities that are not issued in a public manner,the means of advertising,publicinducement 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 convertiblecorporat
19、e bonds by means of underwriting according to law or for public issuance of anyother securities,to which a recommendation system is applied,as is prescribed by lawsand administrative regulations,shall employ an institution with the qualification ofrecommendation as its recommendation party.A recomme
20、ndation party shall abide byoperational rules and industrial norms and,on the basis of the principles of beinghonesty,creditworthy,diligent and accountable,carry out a prudent examination ofapplication documents and information disclosure materials of its issuers as well assupervise and urge its iss
21、uers to operate in a regulative manner.The qualification of therecommendation party as well as the relevant measures for administration shall beformulated by the securities regulatory authority under the State Council.Article 12 A public offer of stocks for establishing a stock-limited company shall
22、 satisfythe requirements as prescribed in the Corporation Law of the Peoples Republic of Chinaas well as any other requirements as prescribed by the securities regulatory authorityunder the State Council,which have been approved by the State Council.An applicationfor public offer of stocks as well a
23、s the following documents shall be reported to thesecurities regulatory authority under the State Council:(1)The constitution of the company;(2)The promoters agreement;(3)The name or title of the promoter,the amount of shares as subscribed by thepromoter,the category of contributed capital as well a
24、s the capital verificationcertification;(4)The prospectus;(5)The name and address of the bank that receives the funds as generated from theissuance of stocks on the behalf of the company;and(6)The name of the underwriting organization as well as the relevant agreements.Incase a recommendation party
25、shall be employed,as prescribed by the present Law,theRecommendation Letter of Issuance as produced by the recommendation party shall besubmitted as well.In case the establishment of a company shall be reported for approval,as prescribed by laws and administrative regulations,the relevant approval d
26、ocumentsshall be submitted as well.Article 13 An initial public offer(IPO)of stocks of a company shall satisfy the followingrequirements:(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
27、in its financial statements over the latest 3 years and havingno other major irregularity;and(4)Meeting any other requirements as prescribed by the securities regulatory authorityunder the State Council,which has been approved by the State Council.A listedcompany that makes any initial non-public of
28、fer of stocks shall satisfy the requirementsas prescribed by the securities regulatory authority under the State Council,which havebeen approved by the State Council and shall be reported to the securities regulatoryauthority under the State Council for examination and approval.Article 14 A company
29、that makes an IPO of stocks shall apply for public offer of stocks aswell as the following documents to the securities regulatory authority under the StateCouncil:(1)The business license of the company;(2)The constitution of the company;(3)The resolution of the general assemble of shareholders;.;(4)
30、The prospectus;(5)The financial statements;(6)The name and address of the bank that receives the funds as generated from thepublic offer of stocks on the behalf of the company;and(7)The name of the underwriting institution as well as the relevant agreements.In casea recommendation party shall be emp
31、loyed,as prescribed by the present Law,theRecommendation Letter of Issuance as produced by the recommendation party shall besubmitted as well.Article 15 The funds as raised through public offer of stocks as made by a company shallbe used according to thepurpose as prescribed in the prospectus.Any al
32、teration of theuse of funds as prescribed in the prospectus shall be subject to a resolution of thegeneral assembly of shareholders.In case a company fails to correct any unlawfulalteration of its use of funds or where any alteration of its use of funds fails to beadopted by the general assembly of
33、shareholders,the relevant company may not makeany IPO of stocks.In the foregoing circumstance,a listed company may not make anynon-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
34、 than RMB 30 million yuan andthe 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 acompany;(3)The average distributable profits over the latest 3 years being sufficient to pay the 1-year i
35、nterests 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 theState Council;and(6)Meeting any other requirements as prescribed by the State Council.The funds as
36、raised through public issuance of corporate bonds shall be used for the purpose asverified and may not be used for covering any deficit or non-production expenditure.Thepublic issuance of convertible corporate bonds as made by a listed company may notonly meet the requirements as provided for in par
37、agraph 1 herein but also meet therequirements of the present Law on public offer of stocks,and shall be reported to thesecurities regulatory authority under the State Council for examination and approval.Article 17 With regard to an application for public issuance of corporate bonds,thefollowing doc
38、uments shall be reported to the department as authorized by the StateCouncil 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 ass
39、et verification report;and(5)Any other document as prescribed by the department as authorized by the StateCouncil or by the securities regulatory authority under the State Council.In case arecommendation party shall be employed,as prescribed by the present Law,theRecommendation Letter of Issuance as
40、 produced by the recommendation party shall besubmitted as well.Article 18 In any of the following circumstances,no more public issuance of corporatebonds may be carried out:(1)Where the corporate bonds as issued in the previous public issuance havent beenfully subscribed;(2)Where a company has any
41、default on corporate bonds as publicly issued or on anyother liabilities,or postpones the payment of the relevant principal plus interests,andsuch 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
42、bonds.Article 19 The formats and reporting ways of application documents as reported by anissuer for examination and approval of securities issuance according to law shall beprescribed by the legally competent organ or department in charge of examination andapproval.Article 20 The application docume
43、nts for securities issuance as reported by an issuer tothe securities regulatory authority under the State Council or the department asauthorized by the State Council shall be authentic,accurate and integrate.A securitiestrading service institution and its staff that produces the relevant documents
44、forsecurities issuance shall strictly perform its/his statutory duties and functions andguarantee 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,uponsubmitting the application documents,disclo
45、se the relevant application documents inadvance according to the provisions of the securities regulatory authority under the StateCouncil.Article 22 The securities regulatory authority under the State Council shall establish anissuance examination committee,which shall examine the applications for s
46、tock issuanceaccording to law.The issuance examination committee shall be composed of theprofessionals from the securities regulatory authority under the State Council and otherrelevant experts from outside the said authority,adopt the means of voting for thedetermination of applications for stock i
47、ssuance and set forth the opinions onexamination.The specific formulation measures,tenure of members as well as workprocedures of the issuance examinationcommittee shall be formulated by the securities regulatory authority under the StateCouncil.Article 23 The securities regulatory authority under t
48、he State Council shall take charge ofthe examination and approval of applications for stock issuance in light of the statutoryrequirements.The procedures for examination and approval shall be publicized and shallbe subject to supervision according to law.The personnel participating in theexamination
49、 and verification of stock issuance may not have any interest relationshipwith an issuance applicant,may not directly or indirectly accept any present of theissuance applicant,may not hold any stock as verified for issuance and may not have anyprivate contact with an issuance applicant.The departmen
50、t as authorized by the StateCouncil shall conduct the examination and approval of applications for issuance ofcorporate bonds by referring to the preceding 2 paragraphs herein.Article 24 The securities regulatory authority under the State Council or the departmentas authorized by the State Council s