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1、Law of the Peoples Republic of China on Securities (Adopted at the 6th Meeting of the Standing Committee of the Ninth National Peoples Congress on December 29, 1998; amended in accordance with the Decision of the Standing Committee of the Tenth National Peoples Congress on Amending the Securities La

2、w of the Peoples Republic of China adopted at its 11th Meeting on August 28, ; and revised by the Standing Committee of the Tenth National Peoples Congress at its 18th Meeting on October 27, ) 颁布日期：1027 实行日期：0101 颁布单位：全国人大常委会Order of the President of the Peoples Republic of ChinaNo. 43The Law of the

3、 Peoples Republic of China on Securities, revised and adopted at the 18th Meeting of the Standing Committee of the Tenth National Peoples Congress of the Peoples Republic of China on October 27, , is hereby promulgated and shall go into effect as of January 1, .Hu JintaoPresident of the Peoples Repu

4、blic of ChinaOctober 27, ContentsChapter1General ProvisionsArticle 1This Law is enacted for the purpose of regulating the issuing and trading of securities, protecting the lawful rights and interests of investors, safeguarding the economic order and public interests of the society, and promoting the

5、 socialist market economy.Article 2Within the territory of the Peoples Republic of China, this Law is applicable to the issuing and trading of shares, corporate bonds and such other securities as may be so described by the State Council pursuant to law; where not stipulated hereunder, the provisions

6、 of the Companies Law of Peoples Republic of China and other laws and administrative regulations shall govern.This Law shall be applicable to the listing and trading of government bonds and units of securities investment funds; where otherwise stipulated under other laws or administrative regulation

7、s, the provisions thereof shall be applicable.The regulatory measures for the issuing and trading of the derivative varieties of securities shall be formulated by the State Council in adherence to the principles of this Law.Article 3The principles of openness, fairness and justice must be carried ou

8、t in issuing and trading securities.Article 4All parties involved in the issuing and trading of securities shall stand equally in law and shall observe the principles of free will, compensation and honesty and trustworthiness.Article 5Securities shall be issued and traded in conformity with laws and

9、 administrative regulations. Fraud, insider trading and manipulation of the securities market are prohibited.Article 6The operation and administration of the securities industry shall be separated from the operation and administration of the industries of banking, trust and insurance and securities

10、companies shall be established individually and separately from the institutions of banking, trust and insurance businesses, unless otherwise stipulated by the State.Article 7The securities regulatory authority under the State Council shall exercise centralized and unified regulation over the securi

11、ties markets nationwide pursuant to law.The securities regulatory authority under the State Council may establish local offices according to its needs, which shall perform regulatory functions as authorized.Article 8 Subject to the centralized and unified regulation of the State over the issuing and

12、 trading of securities, an association of the securities industry shall be formed pursuant to law implementing self-regulatory governance.Article 9 The State audit authority shall exercise auditing supervision over the stock exchanges, securities companies, securities registrar and clearance institu

13、tions and securities regulatory authorities pursuant to law.Chapter2Issuing of SecuritiesArticle 10The conditions set forth by laws or administrative regulations must be satisfied in the public issuance of securities, and such issuance must, pursuant to law, be submitted to the securities regulatory

14、 authority under the State Council or the departments authorized by the State Council for examination and approval. Without such examination and approval pursuant to law, no entities or individuals shall issue securities publicly.Any one of the following circumstances shall constitute a public issua

15、nce:(1) issuing securities to non-specific persons;(2) issuing securities to more than 200 specific persons in the aggregate; and(3) such other issuing activities as may be so prescribed by laws or administrative regulations.Where securities are issued in non-public manners, no advertising, public s

16、olicitation or any other covert ways in disguised form shall be employed.Article 11 When an application is made for public issuance of shares or corporate bonds convertible into shares and such issuance shall take place by way of underwriting pursuant to law, or when an application is made for publi

17、c issuance of other securities which is subject to the sponsorship system as prescribed by laws or administrative regulations, the issuer shall engage the institution with sponsorship qualifications to act as a sponsor.A sponsor shall observe business rules and industrial norms, act with integrity a

18、nd good faith, discharge its responsibilities diligently and dutifully, scrupulously examine the issuers application documents and disclosure materials, and supervise and encourage the issuer to operate properly.The qualifications of sponsors and the regulatory measures governing sponsors shall be f

19、ormulated by the securities regulatory authority under the State Council.Article 12 To establish a company limited by shares for public issuance of shares, the conditions set forth by the Companies Law of Peoples Republic of China and such other conditions as may be so prescribed by the securities r

20、egulatory authority under the State Council and so approved by the State Council shall be met, and an application for share offering and the following documents shall be submitted to the securities regulatory authority under the State Council:（1） the articles of association of the company;（2） the ag

21、reement of promoters;（3） the personal or business names of the promoters, the numbers of shares subscribed for by the promoters, the types of investmentcontribution and the verification documents of the investment;（4） the prospectus;（5） the name and address of the agent bank for the subscription fun

22、ds; and（6） the name of underwriting institution and relevant agreements.Where a sponsor is engaged in accordance with the provisions of this Law, the instrument of sponsorship for issuance produced by such sponsor shall also be furnished.Where the establishment of a company is subject to approval as

23、 required by laws or administrative regulations, the approving document thereof shall also be submitted accordingly.Article 13 Where a company makes a public issuance of new shares, it shall meet the following conditions:(1) having a sound and well-functioning organizational structure;(2) having sus

24、tainable profitability and being financially sound;(3) having had no false entries in its financial and accounting documents for three years immediately preceding the application, and no other major illegal activities attributable to it; and(4) such other conditions as may be so prescribed by the se

25、curities regulatory authority under the State Council and so approved by the State Council.Where a listed company is to make a non-public issuance of new shares, it shall meet the conditions as prescribed by the securities regulatory authority under the State Council and so approved by the State Cou

26、ncil and it shall submit an application therefor to the securities regulatory authority under the State Council for examination and approval.Article 14 Where a company is to make a public issuance of new shares, it shall submit an application for share offering and the following documents to the sec

27、urities regulatory authority under the State Council:(1) the business license of the company;(2) the articles of association of the company;(3) the resolution of the shareholders general assembly;(4) the prospectus;(5) the financial statements;(6) the name and address of the agent bank for subscript

28、ion funds; and(7) the name of underwriting institution and relevant agreements.Where a sponsor is engaged in accordance with the provisions of this Law, the instrument of sponsorship for issuance produced by such sponsor shall also be furnished.Article 15 The funds raised from public issuance of sha

29、res by a company must be used in conformity with the stated purposes in the prospectus. Any diversion of the purposes of the raised funds stated in the prospectus shall be subject to resolution adopted by the shareholders general assembly. Where a diversion is made in the stated purposes without app

30、roval, which is not rectified or is not reconciled by the shareholders general assembly, the company shall not be permitted to make any subsequent public issuance of new shares.Article 16 Where a company publicly issues corporate bonds, it shall meet the following conditions:(1) In the case of a com

31、pany limited by shares, its net asset value is not less than RMB30 million yuan; in the case of a company with limited liability, its net asset value is not less than 60 million yuan;(2) The aggregated outstanding balance of the companys corporate bonds does not exceed 40% of its net asset value;(3)

32、 The average distributable profits of the company for each of the three years immediately preceding the application is adequate to pay for one-year interest on its outstanding corporate bonds;(4) The intended use of the funds raised is in conformity with the industrial policies of the State;(5) The

33、interest rates of the bonds do not exceed the interest-rate levels set by the State Council; and(6) Such other conditions as may be so prescribed by the State Council.The funds raised from public issuance of corporate bonds must be used for the purposes approved, and shall not be used to make up los

34、ses or to cover the costs for non-productive purposes.Where a listed company issues corporate bonds convertible into shares, in addition to the conditions provided for in the first paragraph of this Article, it shall also meet the conditions for the public issuance of shares under this Law, and it s

35、hall submit an application to the securities regulatory authority under the State Council for examination and approval.Article 17To apply for public issuance of corporate bonds, a company shall submit the following documents to the department authorized by the State Council or the securities regulat

36、ory authority under the State Council:(1) the business license of the company;(2) the articles of association of the company;(3) the method for raising funds through issuance of corporate bonds;(4) the reports of asset valuation and investment verification; and(5) such other documents as may be so p

37、rescribed by the department authorized by the State Council or the securities regulatory authority under the State Council.Where a company engages a sponsor in accordance with the provisions of this Law, it shall also submit the instrument of sponsorship for issuance produced by such sponsor.Article

38、 18Under any one of the following circumstances, no subsequent public issuance of corporate bonds shall be permitted:(1) The amount of funds to be raised in the preceding public offering of corporate bonds has not been fully raised;(2) There are such situations as defaults or delayed payments of the

39、 principal and interest on the publicly-issued corporate bonds or other debts and the situations still exist; and(3) The stated purposes of use of the funds raised from public issuance of corporate bonds are diverted in violation of the provisions of this Law.Article 19 The ways of preparing and pre

40、senting the application documentations for issuers applying for examination and approval of securities issuance pursuant to law shall be prescribed by the authorities or departments responsible for such examination and approval pursuant to law.Article 20 The application documents of securities issua

41、nce submitted by an issuer to the securities regulatory authority under the State Council or the department authorized by the State Council must be truthful, accurate and complete.The securities service institutions and their staff members that certify relevant instruments to endorse securities issu

42、ance must strictly perform their statutory duties and guarantee the truthfulness, accuracy and completeness of the instruments so certified.Article 21Where an issuer applies for public issuance of shares for the first time, it shall make a preliminary disclosure of the relevant documents pursuant to

43、 the rules of the securities regulatory authority under the State Council after submitting its application documents.Article 22The securities regulatory authority under the State Council shall establish an issuance examination commission which shall, pursuant to law, examine the applications for sha

44、re issuance.The issuance examination commission shall be composed of professionals from the securities regulatory authority under the State Council and specialists engaged from outside, who shall decide by vote on an application for share issuance and offer their opinions after examination.The speci

45、fic measures for the formation of the issuance examination commission, the term of office of its members and its operational procedures shall be prescribed by the securities regulatory authority under the State Council.Article 23 The securities regulatory authority under the State Council shall be i

46、n charge of the examination and approval process in respect of the applications for share issuance in accordance with the statutory conditions. The procedures for examination and approval shall be made public and supervised pursuant to law.The persons involved in the examination and approval process

47、 in respect of share issuance applications shall not have any interests to share with the applicants, shall not directly or indirectly accept any gifts from the applicants, shall not hold any shares issued by the applicants whose applications have been examined and approved by them, and shall not ha

48、ve any contact with the applicants in private.The department authorized by the State Council shall examine and grant the applications for issuance of corporate bonds on the basis of the provisions of the two preceding paragraphs.Article 24 The securities regulatory authority under the State Council

49、or the department authorized by the State Council shall, within three months from the date of acceptance of application documents for securities issuance, decide in accordance with the statutory conditions and procedures whether to grant or not to grant approval. The time used by an issuer to supple

50、ment or to revise the application documents in compliance with the requirements shall not be calculated into the aforementioned three-month period; where it decides not to grant approval, it shall state the reasons.Article 25 Once an application for securities issuance is approved, the issuer shall,

51、 in accordance with the provisions of laws or administrative regulations, release the documents of public offering and solicitation prior to effecting the public issuance of the securities, and place such documents at designated places for public information.Before the information of a securities is

52、suance is made known to the public pursuant to law, no one who possesses such information shall make public or disclose such information.No issuer shall issue its securities before the documents of public offering and solicitation are released.Article 26 Where the securities regulatory authority und

53、er the State Council or the department authorized by the State Council finds that the decision it has made on granting approval to the issuance of securities is not in conformity with the statutory conditions or procedures, if the issuance in question has not been effected, it shall revoke the appro

54、val and call off the issuance; if the issuance in question has been effected but the listing has not, it shall revoke the decision on approval, and the issuer shall return the proceeds to the holders of the securities at the offering price plus the interest at the equivalent bank deposit rate for th

55、e corresponding period; the sponsor shall be jointly and severally liable together with the issuer, unless the former can establish a lack of fault on its part; and the controlling shareholders or the persons in practical control of the issuer at fault shall be jointly and severally liable together

56、with the issuer.Article 27 After completion of share issuance pursuant to law, any changes in the business and earnings of the issuer shall be taken care of by the issuer itself, whereas the investment risks resulting from such changes shall be borne by the investors themselves.Article 28 Where an i

57、ssuer is to issue securities to non-specific persons, which according to laws or administrative regulations should be underwritten by a securities company, the issuer shall enter into an underwriting agreement with the securities company. Securities underwriting business may be conducted on an agenc

58、y basis or a principal basis.A securities underwriting on an agency basis refers to such a situation where the underwriting securities company sells the securities for account of the issuer and returns all the unsold securities to the issuer at the end of the underwriting period.A securities underwr

59、iting on a principal basis refers to such a situation where the securities company, according to the underwriting agreement, purchases all of the securities to be offered by the issuer, or purchases all of the unsold securities of the issuer at the end of the underwriting period.Article 29An issuer

60、that is to issue securities publicly shall have the right to make its own decision in selecting securities companies for underwriting pursuant to law. Securities companies shall not employ any means of illegitimate competition in soliciting securities underwriting business.Article 30To underwrite se

61、curities, a securities company shall enter into to an agreement of underwriting on an agency basis or an agreement of underwriting on a principal basis with the issuer, specifying the following matters:(1) the names and domiciles of the parties and the names of their legal representatives;(2) the ty

62、pes, quantities, amounts of money and offering prices of the securities underwritten on an agency basis and on a principal basis respectively;(3) the period of underwriting on an agency basis or a principal basis and the starting and ending dates thereof;(4) the methods of payment of subscription mo

63、ney for underwriting on an agency basis or on a principal basis and the dates thereof;(5) the fees for underwriting on an agency basis or on a principal basis and the settlement methods thereof;(6) the liabilities for breach of agreement; and(7) such other matters as may be so prescribed by the secu

64、rities regulatory authority under the State Council.Article 31 For underwriting securities, a securities company shall check the offering and solicitation documents for public issuance as to their truthfulness, accuracy and completeness; it shall not carry out any sales activities if it finds any false entries, misleading statements or major omissions therein; and in the event that the sales activities thereof have already begun, such activities must be suspended immediately and remedial measures must be taken accordingly.Article 32 Where the overall face vale of securities to be