证券法英文版
证券法英文版新《证券法》英文版Securities Law of the People's Republic of China (revised
in 2005)
The Securities Law of the People's Republic of China, which was revised
and adopted at the 18th Meeting of the Standing Committee of the 10th
National People's Congress of the People's Republic of China on October
27, 2005 are hereby promulgate and shall be implemented as of January 1,
2006.
President of the People's Republic of China, Hu Jintao
October 27, 2005
Securities Law of the People's Republic of China (revised in 2005)
(Adopted at the 6th Meeting of the Standing Committee of the 9th
National People's Congress on December 29, 1998, revised at the 18th
Meeting of the Standing Committee of the Tenth National People's
Congress of the People's Republic of China on October 27, 2005 according
to the Decision on Revising the Securities Law of the People's Republic
of China as made at the 11th meeting of the Standing Committee of the
10th People's Congress on August 28, 2004)
Contents
Chapter I General Provisions
Chapter II Issuance of Securities
Chapter III Transaction of Securities
Section I General Provisions
Section II Listing of Securities
Section III On-going Disclosure of Information
Section IV Prohibited Trading Acts
Chapter IV Acquisition of Listed Companies
Chapter V Stock Exchanges
Chapter VI Securities Companies
Chapter VII Securities Registration and Clearing Institutions
Chapter VIII Securities Trading Service Institutions
Chapter IX Securities Industrial Association
Chapter X Security Regulatory Bodies
Chapter XI Legal Liabilities
Chapter XII Supplementary Articles
Chapter I General Provisions
Article 1 The present Law is formulated for the purpose of regulating
the issuance and transaction of securities, protecting the lawful rights
and interests of investors, safeguarding the economic order and public
interests of the society and promoting the growth of the socialist
market economy.
Article 2 The present Law shall be applied to the issuance and
transaction of stocks, corporate bonds as well as any other securities
as lawfully recognized by the State Council within the territory of the
People's Republic of China. Where there is no such provision in the
present Law, the provisions of the Corporation Law of the People's
Republic of China and other relevant laws and administrative regulations
shall be applied. Any listed trading of government bonds and share of
securities investment funds shall be governed by the present Law. Where
there is any special provision in any other law or administrative
regulation, the special provision shall prevail. The measures for the
administration of issuance and transaction of securities derivatives
shall be prescribed by the State Council according to the principles of
the present Law.
Article 3 The issuance and transaction of securities shall adhere to the
principles of openness, fairness and impartiality.
Article 4 The parties involved in any issuance or transaction of
securities shall have equal legal status and shall persist in the
principles of free will, compensation and integrity and creditworthy.
Article 5 The issuance and transaction of securities shall observe laws
and administrative regulations. No fraud, insider trading or
manipulation of the securities market may be permitted.
Article 6 The divided operation and management shall be adopted by the
industries of securities, banking, trust as well as insurance. The
securities companies and the business organs of banks, trust and
insurance shall be established separately, unless otherwise provided for
by the state.
Article 7 The securities regulatory authority under the State Council
shall adopt a centralized and unified supervision and administration of
the national securities market. The securities regulatory authority
under the State Council may, in light of the relevant requirements,
establish dispatched offices, which shall perform their duties and
functions of supervision and administration upon the authorization.
Article 8 Under the centralized and unified supervision and
administration of the state regarding the issuance and transaction of
securities, a securities industrial association shall be lawfully
established, which shall adopt the self-regulating administration.
Article 9 The auditing organ of the state shall carry out auditing
supervision of stock exchanges, securities companies, securities
registration and clearing institutions and securities regulatory bodies.
Chapter II Issuance of Securities
Article 10 A public issuance of securities shall satisfy the
requirements of the relevant laws and administrative regulations and
shall be reported to the securities regulatory authority under the State
Council or a department upon authorizat
ion by the State Council for examination and approval according to law.
Without any examination and approval according to law, no entity or
individual may make a public issuance of any securities. It shall be
deemed as a public issuance upon the occurrence of any of the following
circumstances:
(1) Making a public issuance of securities to non-specified objects;
(2) Making a public issuance of securities to accumulatively more than
200 specified objects; or
(3) Making a public issuance as prescribed by any law or administrative
regulation. For any securities that are not issued in a public manner,
the means of advertising, public inducement or public issuance in any
disguised form may not be adopted thereto.
Article 11 An issuer that files an application for public issuance of
stocks or convertible corporate bonds by means of underwriting according
to law or for public issuance of any other securities, to which a
recommendation system is applied, as is prescribed by laws and
administrative regulations, shall employ an institution with the
qualification of recommendation as its recommendation party. A
recommendation party shall abide by operational rules and industrial
norms and, on the basis of the principles of being honesty,
creditworthy, diligent and accountable, carry out a prudent examination
of application documents and information disclosure materials of its
issuers as well as supervise and urge its issuers to operate in a
regulative manner. The qualification of the recommendation party as well
as the relevant measures for administration shall be formulated by the
securities regulatory authority under the State Council.
Article 12 A public offer of stocks for establishing a stock-limited
company shall satisfy the requirements as prescribed in the Corporation
Law of the People's Republic of China as well as any other requirements
as prescribed by the securities regulatory authority under the State
Council, which have been approved by the State Council. An application
for public offer of stocks as well as the following documents shall be
reported to the securities regulatory authority under the State Council:
(1) The constitution of the company;
(2) The promoter's agreement;
(3) The name or title of the promoter, the amount of shares as
subscribed by the promoter, the category of contributed capital as well
as the capital verification certification;
(4) The prospectus;
(5) The name and address of the bank that receives the funds as
generated from the issuance of stocks on the behalf of the company; and
(6) The name of the underwriting organization as well as the relevant
agreements. In case a recommendation party shall be employed, as
prescribed by the present Law, the Recommendation Letter of Issuance as
produced by the recommendation p
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