People's Republic Of China Securities Law (A)

Original Language Title: 中华人民共和国证券法(一)

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  (December 29, 1998 Standing Committee of the ninth national people's Congress adopted at the sixth meeting of August 28, 2004 deputies of the 11th meeting of the Standing Committee on the changes of People's Republic of China securities law amendment of decision on October 27, 2005 deputies of the 18th meeting of the Standing Committee on amendments) People's Republic of China, the 43rd President of the People's Republic of China securities law
By the People's Republic of China ten adopted at the 18th meeting of the Standing Committee of national people's Congress revised on October 27, 2005, now revised the People's Republic of China Securities Law announced that as of January 1, 2006.
People's Republic of China President Hu Jintao October 27, 2005 directory first chapter General second chapter securities issued third chapter securities trading first section General provides second section securities listed third section continued information public fourth section ban of trading behavior fourth chapter listed company of acquisition fifth chapter Securities Exchange sixth chapter securities company seventh chapter securities registration settlement institutions eighth chapter securities service institutions Nineth chapter securities industry association tenth chapter securities supervision management institutions 11th chapter legal responsibility 12th chapter schedule first chapter General
First in order to standardize the securities issuance and transactions, protect investors ' legitimate rights and interests, maintaining social and economic order and social and public interests, and promote the development of the Socialist market economy, this law is enacted.
Article in the People's Republic of China territory, stocks, corporate bonds and State Department identified by other securities issuance and trading, applied this law provisions of this law are not governed by the People's Republic of China company law and other provisions of laws and administrative regulations.
Share of government bonds, securities investment funds listed, apply this law provisions of other laws and administrative regulations, to apply its provisions.
Issuing and trading securities derivatives management, stipulated by the State Council in accordance with the principles of this law.
Article III the issuance and trading of securities, must apply the principle of openness, fairness and justice.
Fourth securities issuance and trading of the equal legal status of the parties, shall comply with a voluntary, paid, the principle of good faith.
Article fifth the issuance and trading of securities, must abide by the laws and administrative regulations prohibit acts of fraud, insider trading and market manipulation. Article sixth of the securities industry and the banking, trust, insurance introduction of business operation and management, securities companies and banks, trusts, insurance agencies set up.
Except as otherwise provided.
Article seventh securities regulatory authority shall centralize and unify the supervision and management of the national stock market.
Securities regulatory authority under the State Council may, when necessary, establish agencies, fulfilling regulatory functions according to authorization.
Eighth in the State securities issuance and trading activities under the premise of centralized and unified supervision and management, securities industry association established by law, management of self-regulation.
Nineth national audit authorities according to law on securities exchanges, securities companies, securities registration and clearing institutions and securities regulatory agencies supervise through auditing.
Chapter two tenth issue of public offerings of securities in securities must comply with the conditions stipulated by laws, administrative regulations, and shall be reported to the State Council securities regulatory bodies or departments authorized by the State Council to approve without approval according to law, and no units or individuals may issue public securities.
Any of the following circumstances, for public distribution: (a) securities issued to a specific object, (ii) issuing securities of more than 200 people to a specific object, (iii) the other issue stipulated by laws and administrative regulations.
Non-public offering of securities, advertising, public solicitation and can not be used openly in a disguised form.
11th the issuer to apply for public stock company bonds, convertible into shares, method under law or public law, administrative regulations to implement other security sponsor system, should be employed with sponsor qualified institutions will act as a sponsor.
Sponsors shall comply with the business rules and industry standards, honesty and trustworthiness, diligence, application for issuer files careful verification and information disclosure, supervising issuers standard operation.
Sponsor eligibility and management measures prescribed by the securities regulatory authority under the State Council.
12th article established Corporation public issued stock, should meet People's Republic of China company law provides of conditions and by State approved of State securities supervision management institutions provides of other conditions, to state securities supervision management institutions submitted offering application and following file: (a) company articles; (ii) sponsors agreement; (three) sponsors name or name, sponsors subscription of shares number, and funded type and the inspection funding proved; (four) offering manual; (five) generation received unit paragraph Bank of name and the address;
(F) the name of the underwriter and related agreements.
In accordance with the provisions of this law, engage sponsors, should also be submitted to the sponsor book issued by the sponsor.
Provides for the establishment of legal and administrative regulations must be reported to the approval of the company, shall also submit the relevant documents of ratification.
13th public offering of new shares of the company, shall comply with the following conditions: (a) having a sound and well-run organization; (b) the continuing profitability, financial condition, (iii) the last three years of financial accounting documents contain no misrepresentation, no other major acts; (iv) approved by the State Council's other requirements as prescribed by the securities regulatory authority under the State Council.
Non-public offering of new shares of listed companies shall meet the approval of the State Council the conditions prescribed by the securities regulatory authority under the State Council, and submitted to the approval of the securities regulatory authority under the State Council.
14th article company public issued shares, should to state securities supervision management institutions submitted offering application and following file: (a) company license; (ii) company articles; (three) shareholders Assembly resolution; (four) offering manual; (five) financial accounting report; (six) generation received unit paragraph Bank of name and the address; (seven) underwriting institutions name and the about of agreement.
In accordance with the provisions of this law, engage sponsors, should also be submitted to the sponsor book issued by the sponsor. 15th company on public stock offering to raise funds, must be used according to the use of funds listed in the prospectus. Change the purpose of the funds prospectus, must be by resolution at a general meeting of shareholders.
Unauthorized change of use is not correct, or not approved by the general meeting of shareholders, it shall not disclose to issue new shares. 16th article public issued company bonds, should meet following conditions: (a) Corporation of net worth not below Yuan 30 million Yuan, limited responsibility company of net worth not below Yuan 60 million Yuan; (ii) cumulative bonds balance not over company net worth of 40%; (three) recently three years average can distribution profit enough to paid company bonds one years of interest; (four) raised of funds into meet national industry policy; (five) bonds of interest rate not over State qualified of interest rate level; (six)
Other conditions stipulated by the State Council.
Public issuance of corporate bonds to raise funds, must be used for approved purposes, shall not be used to offset accumulated losses and unproductive expenditure.
Corporate bond issue convertible into shares of listed companies, should adhere to the conditions laid down in the first paragraph, but should also meet the conditions of this law on public offering of shares, and submitted to the approval of the securities regulatory authority under the State Council.
Article 17th public issuance of corporate bonds, to the competent authority or the securities regulatory authority under the State Council shall submit the following documents: (a) the business license of the company, (ii) the articles and (iii) for company bonds offer; (d) the assets appraisal report and capital verification report; (e) the authorized departments of the State Council or other document prescribed by the securities regulatory authority under the State Council.
In accordance with the provisions of this law, engage sponsors, should also be submitted to the sponsor book issued by the sponsor.
18th under any of the following circumstances shall not be public issuance of corporate bonds again: (a) the previous public issuance of corporate bonds has not been fully subscribed, (ii) public issuance of corporate bonds or other debt default or delay in the payment of principal and interest of the fact, is still continuing State; (c) violation of the provisions of this law, altering the use of funds raised by public issuance of corporate bonds.
19th law for approval of issuance of securities by the issuer of the application documents submitted by format, submitted, approved by the law is responsible for the institution or Department.
20th an issuer to the securities supervision and administration bodies or departments authorized by the State Council securities issuance application file submitted must be true, accurate and complete.
For securities issued relevant documents issued by the security services and personnel must strictly perform their statutory duties, guarantee the authenticity of documents issued by its accuracy and completeness.
21st the issuer to apply for an initial public offering of shares, the submission of the application documents shall be prescribed by the securities regulatory authority under the State Council in advance disclosure of the application documents.
22nd the State Council securities regulatory authority establish an issuance examination Committee, which shall examine applications for issuance of shares.
Issued by the Audit Committee of the securities regulatory authority under the State Council professionals and engaged relevant experts outside the Agency, applications for issuance of stock by vote vote audit opinion.
Issuance examination Committee consisting of specific composition, tenure, working procedures, prescribed by the securities regulatory authority under the State Council. 23rd securities regulatory authority under the State Council is responsible for approving applications for issuance of shares in accordance with legal conditions.
Approval procedures shall be made public and subject to supervision according to law.
Personnel involved in the review and approval of applications for issuance of shares may not be issued to the applicant has an interest, shall not directly or indirectly accept gift of issuing to the applicant, may not hold the approval of applications for the issuance of stock, contact in private and issued to the applicant.
Departments authorized by the State Council on the approval of applications for issuance of corporate bonds with reference to the provisions of the preceding two paragraphs.
24th the securities regulatory bodies or departments authorized by the State Council should be accepting securities issued within three months from the date on which the application documents, in accordance with legal conditions and procedures to make the decision to approve or not to approve, the issuer upon request additional, modifying the release time for the file is not counted; not approved, reasons shall be given.
25th securities issued to the application has been approved, the issuer shall, in accordance with provisions of laws and administrative regulations, in front of the public offering of securities, public offer documents, and maintain the file at designated places for the public to read.
Before the issuance of securities law public, no insider shall not disclose or leak the information. Issuer securities issued before may not be in the public offer documents.

26th the State Council securities regulatory bodies or departments authorized by the State Council approved issuing decisions that have been made, found not to comply with the statutory conditions and procedures, the securities have not been issued, shall be revoked and withdrawn from circulation.
Has been issued has not been listed, the revocation decision on approval, the issuer shall, in accordance with the offering price and adding interest on bank deposits securities holders; the sponsors shall be joint and several liability with the issuer, but can prove no fault except for issuer's controlling shareholder, actual control was at fault shall be joint and several liability with the issuer.
27th after stock is issued according to law, the issuer changes in operating and revenue, by the issuer itself responsible for the changes arising from investment risk, by the investors themselves. 28th securities issued by an issuer to a specific object, provisions of laws and administrative regulations should be underwritten by securities companies, issuers with securities firms and an underwriting agreement.
Securities underwriting business by proxy or exclusive sale means.
Securities dealers a securities company on behalf of pedestrians securities, underwriting period at the end of unsold returned to the issuer in securities underwriting.
Underwriting a securities issuer of securities of the company under the agreement all purchase or sale at the end of the selling period remaining after all purchases of securities underwriting. 29th public issuance of securities of the issuer shall have the right to choose their own underwriting securities company.
Securities companies shall not solicit securities underwriting business by unfair competition means.
30th article securities company underwriting securities, should with issued people signed sell or underwriting agreement, contains Ming following matters: (a) party of name, and residence and the statutory representative people name; (ii) sell, and underwriting securities of type, and number, and amount and the issued price; (three) sell, and underwriting of term and the start date; (four) sell, and underwriting of payment way and the date; (five) sell, and underwriting of costs and settlement approach; (six) default responsibility; (seven) state securities supervision management institutions provides of other matters.
31st securities companies underwriting, public offer should be the authenticity, accuracy and completeness of the file verification found any false record, misleading statement or material omission shall not conduct sales activities; have been sold, must immediately stop sales activities, and take corrective measures. Articles 32nd to specific securities issued by total face value of over RMB 50 million Yuan shall be by an underwriting.
Syndicate should be determined by the lead underwriter and to participate in the underwriting of securities companies.
Article 33rd dealers in securities, underwriting period shall not exceed 90 days.
Securities firms during the period of distribution, underwriting, distribution, underwriting the sale of securities shall guarantee to the purchaser, securities companies shall not be reserved for the company to sell stock and purchase in advance and save the underwriting of securities.
Article 34th shares issued at a premium, the issue price is determined by the issuer and underwriting securities company. 35th shares to sell, sell the expiration, selling shares to investors does not meet the proposed public offering of stock number 70%, for the release failed.
Issuer shall, in accordance with the offering price and share people adding return of bank deposit interest.
Article 36th public offerings, proxy or exclusive sale period, the issuer shall, within the period provided the shares are issued to the State Council securities regulatory filings.
Chapter III section I General provisions article 37th securities trading parties to a stock transaction law for securities trading, securities must be issued and delivered by law.
Non-securities issued according to law, and may not be sold.
Article 38th issue of stocks, bonds and other securities, transfer restrictions imposed by law, and may not be sold in a limited period.
Article 39th public offering of stocks, bonds, and other securities of the company, it should be listed at a lawfully established securities exchange trading or transfer of other stock exchanges in the approval of the State Council.
40th securities traded in the stock exchange shall be made of open and centralized transaction or by other methods approved by the securities regulatory authority under the State Council.
41st parties for securities trading, securities transactions can be in paper form or in other forms prescribed by the securities regulatory authority under the State Council.
42nd to securities trading to cash and other transactions stipulated by the State Council.
43rd stock exchanges, securities companies, securities registration and clearing institutions and practitioners, staff of the securities regulatory bodies and laws and administrative regulations to prohibit other personnel involved in stock transactions, term of Office or within the statutory time limit, shall, directly or with a pseudonym, take possession, buying and selling stocks on behalf of others, nor receive gifts of stock.
When anyone before becoming persons referred to in the preceding paragraph, which already stocks to be transferred according to law.
44th securities exchanges, securities companies, securities registration and clearing institutions shall keep confidentiality for customers to open an account.
45th for stock issued audit reports issued, asset assessment report or legal opinions and other documents of the securities service institutions and persons, in underwriting the stock within six months after the expiry of period and shall not sell the stock.
Except as provided in the preceding paragraph, for listed companies issued audit reports, appraisal report or legal opinions and other documents of the securities service institutions and personnel, from the date of listing company commissioned to open the above file in the 5th, and cannot be bought or sold the stock.
Article 46th securities transaction fees must be reasonable and open charges, fees and charges.
Securities transaction fees, fees and management methods prescribed by the relevant competent departments of the State Council. 47th listed company directors, supervisors, senior management, shareholders holding more than 5% shares of listed companies, will hold the company's stock within six months of buying and selling, or within six months after the sale and buying, which proceeds from the company-owned, corporate boards should recover the proceeds.
However, the purchased securities firms underwriting the sale remaining after holding more than 5% shares of stock sold the shares is not subject to a six-month time limit. Company's Board of Directors in accordance with the provisions of the preceding paragraph, shareholders have the right to ask the Board to perform in the 30th.
Company's Board of Directors is not performed within this period, shareholders are entitled to for the benefit of companies on your behalf directly to the court proceedings.
Company's Board of Directors in accordance with the provisions of the first paragraph, shall bear joint and several liability of Directors responsible.
Stock listed in section II section 48th for securities trading, an application shall be submitted to the stock exchange, legally approved by the stock exchange and listing agreement signed by both parties.
According to the decision of the authorized departments of the State Council of the stock exchange listing of government bonds trading.
Section 49th for equities, convertible into shares of corporate bonds or sponsor system laws and administrative regulations to implement the other publicly traded securities, should be employed with sponsor qualified institutions will act as a sponsor.
11th article of this Act, apply the provisions of the third paragraph of listing sponsors.
50th article Corporation application stock listed, should meet following conditions: (a) stock by state securities supervision management institutions approved has public issued; (ii) company equity total many Yu Yuan 30 million Yuan; (three) public issued of shares reached company shares total of 25% above; company equity total over Yuan 400 million yuan of, public issued shares of proportion for 10% above; (four) company recently three years no major violations, financial accounting report no false records.
Stock Exchange can be defined above the listing conditions stipulated in the preceding paragraph, and approval of the securities regulatory authority under the State Council.
51st state encourages compliance with industry policies and in accordance with the listing requirements of stock trading.
52nd article application stock listed trading, should to securities exchange submitted following file: (a) listed report book; (ii) application stock listed of shareholders Assembly resolution; (three) company articles; (four) company license; (five) law by accountants firm audit of company recently three years of financial accounting report; (six) legal submissions and listed sponsor book; (seven) recently once of offering manual; (eight) Securities Exchange listed rules provides of other file.
53rd stock listing application for examination and approval by the stock exchange, signed a listing agreement, the company shall within the period specified in the notice listed a related file, and maintain the file at designated places for the public to read.
54th article signed listed agreement of company except announcement Qian article provides of file outside, also should announcement following matters: (a) stock allowed in securities exchange trading of date; (ii) holds company shares up of Qian 10 name shareholders of list and holding amounts; (three) company of actual control people; (four) Director, and prison thing, and senior management personnel of name and holds this company stock and bonds of situation.
55th article listed company has following case one of of, by Securities Exchange decided suspended its stock listed trading: (a) company equity total, and equity distribution, occurred changes no longer has listed conditions; (ii) company not according to provides public its financial status, or on financial accounting report for false records, may misleading investors; (three) company has major violations; (four) company recently three years continuous losses; (five) Securities Exchange listed rules provides of other case. 56th article listed company has following case one of of, by Securities Exchange decided terminated its stock listed trading: (a) company equity total, and equity distribution, occurred changes no longer has listed conditions, in Securities Exchange provides of term within still cannot reached listed conditions; (ii) company not according to provides public its financial status, or on financial accounting report for false records, and refused to corrected; (three) company recently three years continuous losses, in subsequently a annual within failed to recovery profit; (four)
Dissolution or bankruptcy of the company and (v) other circumstances as prescribed in the listing rules of the stock exchange.
57th company to apply for the listing of corporate bonds transactions, shall comply with the following conditions: (a) corporate bonds for a period of one year or more; (b) the actual amount allotted not less than RMB 50 million yuan of corporate bonds and (iii) when applying for the listing of the company still meets the legal conditions for the bonds. 58th article application company bonds listed trading, should to securities exchange submitted following file: (a) listed report book; (ii) application company bonds listed of Board resolution; (three) company articles; (four) company license; (five) company bonds raised approach; (six) company bonds of actual issued amounts; (seven) Securities Exchange listed rules provides of other file.

Application may be converted into shares of the company for listing its bonds, also issued shall be submitted to the sponsor listed sponsor.
59th traded corporate bonds after the application is approved by the stock exchange, signed a listing agreement, the company shall within the period specified in the notice the listing of corporate bonds files and related files, and application provisioning at designated places for the public to read.
60th article company bonds listed trading Hou, company has following case one of of, by Securities Exchange decided suspended its company bonds listed trading: (a) company has major violations; (ii) company situation occurred major changes not meet company bonds listed conditions; (three) issued company bonds by raised of funds not according to approved of uses using; (four) not according to company bonds raised approach perform obligations; (five) company recently two years continuous losses.
61st company before paragraph (a) and (d) one of the circumstances listed in the verified consequences are serious, or the preceding article (b), (c) and (e) one of the circumstances listed in, within the time limit could not be eliminated, decided by the stock exchange to terminate its listing of corporate bonds trade.
Dissolution or bankruptcy of the company, the stock exchange to terminate its listing of corporate bonds trading.
62nd not to the stock exchange listing, suspension, termination of the listing decision, may apply to the review body established stock exchanges for review.
Section III information disclosure article 63rd pedestrians, listed companies shall disclose the information, must be true, accurate and complete, and may not have any false record, misleading statement or material omission. 64th articles approved by the securities regulatory authority under the State Council in accordance with public issuance of shares, or approved by the authorized departments of the State Council in accordance with public issuance of corporate bonds, ways should be the prospectus and the issuance of corporate bonds.
Public issuance of new shares or corporate bonds in accordance with law, shall also publish a financial report. 65th article listed company and company bonds listed trading of company, should in each fiscal year of first half of end of day up two months within, to state securities supervision management institutions and securities exchange submitted records following content of medium-term report, and to announcement: (a) company financial accounting report and business situation; (ii) involved company of major litigation matters; (three) has issued of stock, and company bonds changes situation; (four) submitted shareholders Assembly considered of important matters; (five)
Other matters prescribed by the securities regulatory authority under the State Council. 66th article listed company and company bonds listed trading of company, should in each fiscal year end of day up four months within, to state securities supervision management institutions and securities exchange submitted records following content of annual report, and to announcement: (a) company profile; (ii) company financial accounting report and business situation; (three) Director, and prison thing, and senior management personnel introduction and holding situation; (four) has issued of stock, and company bonds situation,
Includes top ten shareholders holding shares of the company up to lists and their respective shareholdings, and (v) the actual control of the company, (vi) other matters prescribed by the securities regulatory authority under the State Council.
67th article may have a greater impact on the stock price of listed company's events, when unknown investors, listed companies should be immediately put on the event to the securities regulatory bodies and stock exchanges submit interim reports and shall be published, indicating the cause of the incident, current status, and possible legal consequences. Following situation for Qian paragraph by said major event: (a) company of business approach and business range of major changes; (ii) company of major investment behavior and major of acquisition property of decided; (three) company made important contract, may on company of assets, and liabilities, and interests and business results produced important effect; (four) company occurred major debt and failed to settlement due major debt of default situation; (five) company occurred major losses or major loss; (six) company production business of external conditions occurred of major changes; ( Seven) company of Director, and one-third above prison thing or Manager occurred changes; (eight) holds company 5% above shares of shareholders or actual control people, its holds shares or control company of situation occurred larger changes; (nine) company reduction funding, and merged, and Division, and dissolved and the application bankruptcy of decided; (10) involved company of major litigation, shareholders Assembly, and Board resolution was law revoked or declared invalid; (11) company suspected crime was judicial organ filed survey, company director, and prison thing, and
Senior managers suspected of crimes by judicial organs take coercive measures (12) other matters prescribed by the securities regulatory authority under the State Council.
68th listed company directors and senior management personnel shall report in writing on a regular basis to the company confirmed.
Board of supervisors of listed companies shall verify the company periodic reports prepared by the Board of Directors and to submit written comments.
Listed company directors, supervisors, senior management should ensure that the information disclosed by the listed companies is true, accurate and complete. 69th article sent pedestrian, and listed company announcement of offering manual, and company bonds raised approach, and financial accounting report, and listed report file, and annual report, and medium-term report, and temporary report and other information disclosure information, has false records, and misleading sex statement or major missed, led investors in securities trading in the suffered loss of, issued people, and listed company should bear compensation responsibility; issued people, and listed company of Director, and prison thing, and senior management personnel and other directly responsibility personnel and sponsor people, and underwriting of securities company,
Shall be joint and several liability with the issuer, listing company, but can prove no fault except for listed issuers, the company's controlling shareholder, actual control of fault shall be joint and several liability with the issuer, listing company.
70th must disclose information according to law, shall be specified by the securities regulatory authority under the State Council press releases, while five company residence, stock exchange, available for public inspection.
71st securities regulatory bodies for listed companies ' annual reports, interim reports, interim reports, and supervise the implementation of notices, to supervise the implementation of the distribution or the placing of new shares of listed companies, information disclosure of listed company's controlling shareholder, and the duty to supervise the behavior.
Securities regulatory bodies, stock exchanges, sponsors, underwriting securities and related personnel, the company's announcement must be made in accordance with laws, administrative regulations, the preceding shall not divulge its contents.
72nd decided to suspend or terminate the securities traded on the stock exchange should be timely notice, and reported to the securities regulatory authority under the State Council for the record.
Transactions prohibited by the fourth section 73rd securities and exchange of inside information is prohibited under article insider uses insider information and illegal access to inside information to engage in securities trading activities. 74th article securities trading insider information of insider including: (a) issued people of Director, and prison thing, and senior management personnel; (ii) holds company 5% above shares of shareholders and Director, and prison thing, and senior management personnel, company of actual control people and Director, and prison thing, and senior management personnel; (three) issued people holding of company and Director, and prison thing, and senior management personnel; (four) due to by any company positions can gets company about insider information of personnel; (five)
Staff of the securities regulatory authority as well as the legal obligations on the securities issuance and trading of other personnel management; (vi) sponsorship, underwriting securities company, securities exchanges, securities registration and clearing institutions and securities service institutions concerned; (VII) other persons prescribed by the securities regulatory authority under the State Council.
75th securities trading activities, involving the company's business, financial or have a significant impact on the market price of the company's securities are not public information, insider information. Following information are is insider information: (a) this method 67th article second paragraph by column major event; (ii) company distribution dividend or increased funding of plans; (three) company equity structure of major changes; (four) company debt guarantees of major change; (five) company business with main assets of mortgage, and sold or scrap once over the assets of 30%; (six) company of Director, and prison thing, and senior management personnel of behavior may law bear major damage compensation responsibility; (seven) listed company acquisition of about programme; (
VIII) recognized by the securities regulatory authority under the State Council have a significant effect on the prices of securities of other important information.
76th securities trading inside information insiders and illegal access to inside information, and prior to the disclosure of insider information may not be trading in the company's securities or disclosing the information, or advise others or sell the securities.
Or by agreement, other arrangements holds more than 5% shares of the company jointly with others, natural persons, legal persons or other organizations to acquire stakes in listed companies, of provisions of this law, its provisions shall be applicable.
Caused losses to investors of insider trading, the perpetrator shall bear the liability. 77th article ban anyone to following means manipulation securities market: (a) separate or through conspiracy, concentrated funds advantage, and holding advantage or using information advantage joint or continuous sale, manipulation securities trading price or securities trading volume; (ii) and others collusion, to prior agreed of time, and price and way mutual for securities trading, effect securities trading price or securities trading volume; (three) in himself actual control of account Zhijian for securities trading, effect securities trading price or securities trading volume; (four
) Stock market manipulation by other means.
Manipulation of the securities market caused losses to investors, the perpetrator shall bear the liability.
78th prohibits State functionaries, media practitioners and other relevant personnel, dissemination of false information, disrupt the stock markets.
Securities exchanges, securities companies, securities registration and clearing institutions and securities service institutions and their employees, the securities industry association, the securities regulatory bodies and their staff, made false statements in securities trading or misleading information.
Various forms of media dissemination of securities information must be factual and objective and not misleading. 79th article ban securities company and practitioners engaged in following damage customer interests of fraud behavior: (a) against customer of delegate for its sale securities; (ii) is not provides time within customer provides trading of written confirmed file; (three) misappropriated customer by delegate sale of securities or customer account Shang of funds; (four) without customer of delegate, unauthorized for customer sale securities, or guise customer of name sale securities; (five) for seek Commission income, induces customer for not necessary of securities sale; (six) Use of mass media or by other means providing or dissemination of false or misleading information to investors;

(VII) other clients against the real intention, damage the interests of clients.
Fraudulent behavior causes losses to the customer, the perpetrator shall bear the liability.
80th prohibits legal persons illegally using others ' accounts to trading in securities; prohibiting corporate lending the securities accounts of themselves or others.
81st article broaden the channels of securities investment funds in accordance with law, prohibition of funding irregularities into the stock market.
82nd article prohibits the misappropriation of public funds to purchase or sell securities.
83rd State-owned enterprises and State-holding enterprises trading listed shares traded, must comply with the relevant provisions of the State.

84th securities exchanges, securities companies, securities registration and clearing institutions securities trading, securities services and practitioners found in prohibited transactions, should be reported to the securities regulatory authority in a timely manner.
Fourth chapter of listed company acquisition 85th investor may offer or agreement or other legal means acquisition of listed companies.
86th article through securities exchange of securities trading, investors holds or through agreement, and other arrangements and others common holds a listed company has issued of shares reached 5% Shi, should in the facts occurred of day up 3rd within, to state securities supervision management institutions, and securities exchange made written report, notification the listed company, and to announcement; in above term within, shall not again line sale the listed company of stock. Investors or by agreement, other arrangements for jointly owned with others after a listed companies have issued shares of 5%, held by the listed companies have issued shares and each increase or decrease 5%, shall be reported in accordance with the provisions of the preceding paragraph and announcements.
During the reporting period and within the report, after the 2nd, may not sell the stocks of a listed company.
Written report to the 87th in accordance with the provisions of the preceding article and the notice shall include the following information: (a) the name and domicile of the shareholder, (ii) name, amount of shares held; (c) the shareholding reaches the statutory percentage or date of the ownership change reaches the statutory percentage.
88th of securities through the stock exchange transactions, investors or by agreement, other arrangements with others to hold shares issued by a listed company has reached 30%, continue to make acquisitions, it shall be sent to all shareholders of the listed company a public company all or part of an offer of shares.
Offer to buy shares of listed companies should be agreed, was promised to sell the shares by shareholders of the acquired company amount exceeds a predetermined amount of shares acquired, the acquirer in proportion to make acquisitions. 89th article in accordance with Qian article provides issued acquisition offer, acquisition people must prior to state securities supervision management institutions submitted listed company acquisition report book, and contains Ming following matters: (a) acquisition people of name, and residence; (ii) acquisition people on acquisition of decided; (three) was acquisition of listed company name; (four) acquisition purpose; (five) acquisition shares of detailed name and scheduled acquisition of shares amounts; (six) acquisition term, and acquisition price; (seven) acquisition by needed funds amount and the funds guarantee; (eight)
When you submit the report on the acquisition of listed companies acquired shares held total number of issued shares of the company.
Purchaser shall submit the report on acquisition of listed companies and stock exchanges. 90th purchaser in its report submitted in accordance with the provisions of the preceding article listed company acquisition date after 15th, the announcement of its takeover.
Within the time limit mentioned above, found the securities regulatory authority under the State Council report on the acquisition of listed companies do not meet the laws, administrative regulations and shall timely inform the acquirer, the acquirer may not notice its takeover offer.
Acquisition period stipulated in the offer shall not be less than 30th, and shall not exceed 60 days. 91st in a takeover offer within the acceptance period, the purchaser may withdraw its tender offer.
Purchasers need to change the offer, will be required to report to the securities regulatory authority under the State Council and the stock exchange, after approval, shall be published.
92nd offer's terms apply to all shareholders of the acquiring company.
93rd to take an offer to purchase, the acquirer within the acquisition period, shall not sell the shares of the acquired company, and shall not, except as provided in an offer form and the conditions exceeds the offer to buy shares of the acquired company.
94th takeover agreement, the purchaser may, in accordance with laws, administrative regulations and the shareholders of the acquired company shares are transferred by agreement.
When a public company by agreement and after the agreement, purchaser must be in the 3rd the acquisition agreement to the securities regulatory authority and written reports to the stock exchange, and announce it.
For no purchase agreement before the announcement.
Article 95th takeover agreement, both parties may temporarily entrust securities registration and clearing institution of custodial transfer of shares and funds deposited in the designated banks. 96th agreement buyout, an acquirer or by agreement, other arrangements and others to acquire shares issued by a listed company has reached 30%, the continued purchase of should be issued to all shareholders of the listed company a public company all or part of an offer of shares.
However, except for the exemption makes an offer of the securities regulatory authority under the State Council.
Purchaser in accordance with the provisions of the preceding paragraph to offer to buy shares of listed companies should abide by the 89th to 93rd of provisions of this law.
97th purchase expires, the acquired company stock distribution is not in compliance with the listing requirements, the shares of listed companies should be legally terminated by the stock exchange transaction; still holds the remaining stock of the acquired company's shareholders has the right to acquire the same conditions for people to offer to sell their shares, the acquirer should be acquired.
After the acquisition is completed, the acquired company no longer limited conditions, it shall change of corporate form.
98th in the acquisition of listed companies, the acquirer holds the acquired shares of a listed company, within 12 months after the acquisition is completed shall not be transferable.
99th article after the acquisition is completed, the acquirer and the acquired company merger and dissolution of the company, was disbanded the existing shares of the company by the purchaser in accordance with the replacement.
100th after the acquisition is completed, the acquirer will acquire in the 15th report of the securities regulatory agencies and securities exchanges, and announce it.
101th in the purchase of listed company shares held by the State authorized investment entity, shall be in accordance with the provisions of the State Council, approved by the competent authorities. Securities regulatory authority under the State Council shall, in accordance with the principles of this law on acquisition of listed companies and the specific measures.

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