证券法英文法条详述

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, 2004; and revised by the Standing Committee of the Tenth National Peoples Congress at its 18th Meeting on October 27, 2005) 颁布日期：20051027 实施日期：20060101 颁布单位：全国人大常委会Order of the President of the Peoples Republic of ChinaNo.

3、43The Law of the 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, 2005, is hereby promulgated and shall go into effect as of January 1, 2006.Hu JintaoPresi

4、dent of the Peoples Republic of ChinaOctober 27, 2005Contents TOC o 1-2 h z u Chapter1General 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 publi

5、c interests of the society, and promoting the 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; w

6、here not stipulated hereunder, the provisions 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

7、under other laws or administrative regulations, 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 open

8、ness, fairness and justice must be carried out 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

9、issued and traded in conformity with laws and 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

10、 banking, trust and insurance and securities 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 centr

11、alized and unified regulation over the securities 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

12、 regulation of the State over the issuing and 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 companie

13、s, securities registrar and clearance institutions 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 l

14、aw, be submitted to the securities regulatory 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

15、circumstances shall constitute a public issuance:(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

16、 non-public manners, no advertising, public solicitation 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

17、law, or when an application is made for public 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 rul

18、es and industrial norms, act with integrity and 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 regu

19、latory measures governing sponsors shall be formulated 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 condition

20、s as may be so prescribed by the securities regulatory 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 arti

21、cles of association of the company;（2） the agreement 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 addre

22、ss of the agent bank for the subscription funds; 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 establi

23、shment of a company is subject to approval as 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-functi

24、oning organizational structure;(2) having sustainable 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

25、 conditions as may be so prescribed by the securities 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 S

26、tate Council and so approved by the State Council 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 of

27、fering and the following documents to the securities 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 nam

28、e and address of the agent bank for subscription 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

29、 The funds raised from public issuance of shares 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 diversi

30、on is made in the stated purposes without approval, 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

31、following conditions:(1) In the case of a company 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 d

32、oes not exceed 40% of its net asset value;(3) 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

33、the industrial policies of the State;(5) The 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 a

34、pproved, and shall not be used to make up losses 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 publi

35、c issuance of shares under this Law, and it shall 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 b

36、y the State Council or the securities regulatory 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 verificatio

37、n; and(5) such other documents as may be so prescribed 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

38、for issuance produced by such sponsor.Article 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 situ

39、ations as defaults or delayed payments of the 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

40、 Law.Article 19 The ways of preparing and presenting 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

41、The application documents of securities issuance 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 re

42、levant instruments to endorse securities issuance 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 dis

43、closure of the relevant documents pursuant to 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, purs

44、uant to law, examine the applications for share 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 off

45、er their opinions after examination.The specific 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

46、 authority under the State Council shall be in 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 inv

47、olved in the examination and approval process 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 ex

48、amined and approved by them, and shall not have 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

49、regulatory authority under the State Council 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 a

50、pproval. The time used by an issuer to supplement 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 secur

51、ities issuance is approved, the issuer shall, 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 informat

52、ion.Before the information of a securities issuance 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

53、Where the securities regulatory authority under 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

54、 not been effected, it shall revoke the approval 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 intere

55、st at the equivalent bank deposit rate for the 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 sh

56、all be jointly and severally liable together 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 t

57、he investors themselves.Article 28 Where an issuer 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 under

58、writing business may be conducted on an agency 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

59、 the underwriting period.A securities underwriting 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

60、 the underwriting period.Article 29An issuer 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 und