The People's Republic of China securities law

Chapter I General Provisions

Chapter II Issuance of Securities

Chapter III Securities Trading

Section 1 General Provisions

Section 2 Listing of Securities

Section 3 Continuous Information Disclosure

Section IV Prohibited Transactions

Chapter IV Acquisition of Listed Companies

Chapter V Stock Exchanges

Chapter VI Securities Companies

Chapter VII Securities Registration and Settlement Institutions

Chapter VIII Securities Service Institutions

Chapter IX Securities Industry Association

Chapter X Securities Regulatory Institutions

Chapter XI Legal Liability

Chapter XII Supplementary Provisions

Chapter I General Provisions

Article 1 This Law is enacted in order to regulate the issuance and trading of securities, protect the legitimate rights and interests of investors, maintain social and economic order and public interests, and promote the development of the socialist market economy.

Article 2 Within the territory of the People's Republic of China, this Law shall apply to the issuance and trading of stocks, corporate bonds and other securities recognized by the State Council in accordance with the law; if there are no provisions in this Law, the provisions of the the People's Republic of China Company Law and other laws and administrative regulations shall apply.

This Law shall apply to the listing and trading of government bonds and shares of securities investment funds; where other laws and administrative regulations provide otherwise, such provisions shall apply.

Measures for the administration of the issuance and trading of securities derivatives shall be formulated by the State Council in accordance with the principles of this Law.

Article 3 The principles of openness, fairness and impartiality must be followed in the issuance and trading of securities.

Article 4 The parties involved in the issuance and trading of securities shall have equal legal status and shall abide by the principles of voluntariness, compensation, honesty and credibility.

Article 5 The issuance and trading of securities must comply with laws and administrative regulations; fraud, insider trading and manipulation of the securities market are prohibited. Article 6 The securities industry and the banking, trust and insurance industries shall be operated and managed separately, and securities companies shall be established separately from banks, trusts and insurance business institutions. Except as otherwise provided by the State.

Article 7 The securities regulatory authority under the State Council shall, in accordance with the law, exercise centralized and unified supervision and administration of the securities market throughout the country.

The securities regulatory authority under the State Council may, if necessary, set up dispatched offices to perform supervisory and administrative duties as authorized.

Article 8 Under the premise of centralized and unified supervision and management of securities issuance and trading activities by the State, a securities industry association shall be established in accordance with the law to implement self-regulatory management.

Article 9 The State auditing organ shall audit and supervise the stock exchanges, securities companies, securities registration and settlement institutions, and securities supervision and administration institutions in accordance with the law.

Chapter II Issuance of Securities

Article 10 Public issuance of securities must meet the conditions prescribed by laws and administrative regulations, and shall be reported to the securities regulatory authority under the State Council or the department authorized by the State Council for approval in accordance with the law; no unit or individual may publicly issue securities without approval in accordance with the law.

In any of the following circumstances, it is a public bank:

(I) the issuance of securities to unspecified objects;

The (II) has issued securities to a specific target for a total of more than 200 persons;

(III) other issuance acts as prescribed by laws and administrative regulations.

Non-public issuance of securities shall not be made by means of advertising, public persuasion or disguised disclosure.

Article 11 Where an issuer applies for the public issuance of shares or corporate bonds convertible into shares, and adopts the underwriting method in accordance with the law, or publicly issues other securities subject to the sponsorship system as prescribed by laws and administrative regulations, it shall employ an institution with sponsorship qualifications to act as a sponsor.

The sponsor shall abide by the business rules and industry norms, be honest and trustworthy, be diligent and responsible, carefully verify the application documents and information disclosure materials of the issuer, and supervise the standardized operation of the issuer.

The qualifications of sponsors and the measures for their administration shall be prescribed by the securities regulatory body under the State Council.

Article 12 The establishment of a company limited by shares to issue shares to the public shall meet the conditions stipulated in the the People's Republic of China Company Law and other conditions stipulated by the securities regulatory authority under the State Council approved by the State Council, and submit an application for offering shares and the following documents to the securities regulatory authority under the State Council:

(I) the articles of association;

(II) Sponsor Agreement;

(III) the name of the promoter, the number of shares subscribed by the promoter, the type of capital contribution and the certificate of capital verification;

the (IV) prospectus;

the name and address of the (V) receiving bank;

(VI) the name of the underwriting agency and the related agreement.

Where a sponsor is hired in accordance with the provisions of this Law, a letter of sponsorship for issuance issued by the sponsor shall also be submitted.

If laws and administrative regulations stipulate that the establishment of a company must be submitted for approval, the corresponding approval documents shall also be submitted.

Article 13 A company that publicly issues new shares shall meet the following conditions:

(I) has a sound and well-functioning organization;

The (II) has sustained profitability and sound financial position;

The financial and accounting documents of the (III) for the last three years have no false records and no other major violations of the law;

(IV) other conditions prescribed by the securities regulatory authority under the State Council approved by the State Council.

The non-public issuance of new shares by a listed company shall meet the conditions prescribed by the securities regulatory authority under the State Council approved by the State Council and shall be reported to the securities regulatory authority under the State Council for approval.

Article 14 When a company publicly issues new shares, it shall submit an application for offering shares and the following documents to the securities regulatory authority under the State Council:

Business license of the (I) company;

(II) the articles of association;

(III) resolutions of the general meeting of shareholders;

the (IV) prospectus;

(V) financial and accounting reports;

the name and address of the (VI) receiving bank;

(VII) the name of the underwriting agency and the related agreement.

Where a sponsor is hired in accordance with the provisions of this Law, a letter of sponsorship for issuance issued by the sponsor shall also be submitted.

Article 15 A company shall use the funds raised by the public offering of shares in accordance with the purposes of the funds listed in the prospectus. Changes in the use of funds listed in the prospectus must be resolved by the general meeting of shareholders. No new shares shall be publicly issued if the purpose is changed without correction, or without the approval of the general meeting of shareholders.

Article 16 The public issuance of corporate bonds shall meet the following conditions:

The net assets of a (I) company limited by shares shall not be less than 30 million yuan, and the net assets of a limited liability company shall not be less than 60 million yuan;

The accumulated bond balance of the (II) does not exceed 40% of the company's net assets;

(III) the average distributable profits for the last three years are sufficient to pay the interest on the corporate bonds for one year;

The investment of funds raised by the (IV) is in line with the national industrial policy;

The interest rate of (V) bonds does not exceed the interest rate level set by the State Council;

(VI) other conditions prescribed by the State Council.

The funds raised from the public issuance of corporate bonds must be used for the approved purposes and may not be used to cover losses and unproductive expenses.

The issuance of corporate bonds convertible into shares by a listed company shall, in addition to the conditions specified in the first paragraph, also meet the conditions for the public issuance of shares in this Law, and shall be reported to the securities regulatory authority under the State Council for approval.

Article 17 To apply for the public issuance of corporate bonds, the following documents shall be submitted to the department authorized by the State Council or the securities regulatory authority under the State Council:

Business license of the (I) company;

(II) the articles of association;

the method for raising bonds of (III) companies;

(IV) assets appraisal report and capital verification report;

(V) other documents prescribed by the department authorized by the State Council or the securities regulatory authority under the State Council.

Where a sponsor is hired in accordance with the provisions of this Law, a letter of sponsorship for issuance issued by the sponsor shall also be submitted.

Article 18 Under any of the following circumstances, corporate bonds shall not be publicly issued again:

(I) the previous public offering of corporate bonds has not been fully raised;

The fact that the (II) has defaulted or delayed the payment of principal and interest on the publicly issued corporate bonds or other debts is still in a continuing state;

(III), in violation of the provisions of this Law, change the purpose of use of the funds raised through the public issuance of corporate bonds.

Article 19 The format and manner of submission of the application documents submitted by the issuer for approval of the issuance of securities in accordance with the law shall be prescribed by the institution or department responsible for approval in accordance with the law.

Article 20 The application documents for the issuance of securities submitted by the issuer to the securities regulatory authority under the State Council or the department authorized by the State Council must be true, accurate and complete.

Securities service institutions and personnel that issue relevant documents for securities issuance must strictly perform their statutory duties to ensure the authenticity, accuracy and completeness of the documents issued by them.

Article 21 Where an issuer applies for an initial public offering of shares, it shall, after submitting the application documents, disclose the relevant application documents in advance in accordance with the provisions of the securities regulatory authority under the State Council.

Article 22 The securities regulatory body under the State Council shall establish an issuance examination committee to examine and verify applications for stock issuance in accordance with the law.

The issuance examination committee shall be composed of professionals of the securities regulatory authority under the State Council and relevant experts hired by the securities regulatory authority outside the said authority, which shall vote on the application for stock issuance by voting and put forward its examination opinions.

The specific composition of the issuance review committee, the term of office of its members and the working procedures shall be prescribed by the securities regulatory body under the State Council.

Article 23 The securities regulatory authority under the State Council shall be responsible for approving applications for stock issuance in accordance with the statutory conditions. The approval procedures shall be made public and subject to supervision in accordance with the law.

Persons involved in the examination and approval of applications for the issuance of shares shall not have an interest in the applicant for issuance, shall not directly or indirectly accept gifts from the applicant for issuance, shall not hold shares of the approved application for issuance, and shall not have private contact with the applicant for issuance.

The approval of the application for issuance of corporate bonds by the department authorized by the State Council shall be carried out with reference to the provisions of the preceding two paragraphs.

Article 24 The securities regulatory authority under the State Council or the department authorized by the State Council shall, within three months from the date of accepting the application documents for securities issuance, make a decision on approval or disapproval in accordance with the statutory conditions and procedures, and the time for the issuer to supplement or modify the application documents for issuance as required shall not be counted; in case of disapproval, the reasons shall be explained.

Article 25 Upon approval of an application for the issuance of securities, the issuer shall, in accordance with the provisions of laws and administrative regulations, announce the public offering and raising documents before the public issuance of securities, and place the documents in designated places for public inspection.

Before the information on the issuance of securities is made public in accordance with the law, no insider may disclose or divulge the information.

The issuer shall not issue securities before the public offering documents are announced.

Article 26 If the securities regulatory authority under the State Council or the department authorized by the State Council finds that the decision to approve the issuance of securities does not meet the statutory conditions or procedures and has not yet issued securities, it shall revoke it and stop the issuance. If the issue has been issued but not yet listed, the issuance approval decision shall be revoked, and the issuer shall return the securities holder in accordance with the issue price plus the bank deposit interest for the same period; the sponsor shall bear joint and several liability with the issuer, except if it can prove that it is not at fault; if the controlling shareholder or actual controller of the issuer is at fault, it shall bear joint and several liability with the issuer. Article 27 After the issuance of shares in accordance with the law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks arising from the changes.

Article 28 Where the securities issued by an issuer to an unspecified object shall be underwritten by a securities company as stipulated by laws and administrative regulations, the issuer shall sign an underwriting agreement with the securities company. The securities underwriting business adopts the method of underwriting or underwriting.

Securities distribution refers to the underwriting method in which a securities company sells securities on behalf of the issuer and returns all unsold securities to the issuer at the end of the underwriting period.

Securities underwriting refers to the underwriting method in which the securities company purchases all of the issuer's securities in accordance with the agreement or purchases all of the remaining securities after the sale at the end of the underwriting period.

Article 29 The issuer of the public offering of securities shall have the right to independently select the securities company to be underwritten in accordance with the law. A securities company shall not solicit securities underwriting business by means of unfair competition.

Article 30 When a securities company underwrites securities, it shall enter into a consignment or underwriting agreement with the issuer, stating the following:

The name, domicile and legal representative of the (I) party;

The type, quantity, amount and issue price of the securities sold and underwritten by the (II);

The term and start and end dates of (III) distribution and underwriting;

The payment method and date of (IV) distribution and underwriting;

Fees and settlement methods for (V) distribution and underwriting;

(VI) liability for breach of contract;

(VII) other matters as prescribed by the securities regulatory authority under the State Council.

Article 31 When underwriting securities, a securities company shall verify the authenticity, accuracy and completeness of the public offering documents; if false records, misleading statements or material omissions are found, it shall not conduct sales activities; if it has already been sold, it must immediately stop sales activities and take corrective measures.

Article 32 Where the total face value of securities issued to unspecified objects exceeds RMB 50 million, they shall be underwritten by an underwriting syndicate. The underwriting syndicate shall be composed of the principal underwriting and the securities companies participating in the underwriting.

Article 33 The maximum period of distribution and underwriting of securities shall not exceed 90 days.

During the period of distribution and underwriting, the securities company shall ensure that the securities sold and underwritten shall be sold to the subscriber in advance, and the securities company shall not reserve the securities sold on behalf of the Company and purchase and retain the securities underwritten in advance.

Article 34 Where shares are issued at a premium, the issue price shall be determined by the issuer through consultation with the underwriting securities company.

Article 35 If the issuance of shares adopts the method of agency sales, and the number of shares sold to investors does not reach the 70% of the number of shares to be publicly issued upon the expiration of the agency sales period, the issuance shall fail. The issuer shall return the stock subscriber at the issue price plus the interest on the bank's deposits for the same period.

Article 36 When a public offering of shares expires, the issuer shall report the issuance of shares to the securities regulatory authority under the State Council for the record within the prescribed time limit.

Chapter III Securities Trading

Section 1 General Provisions

Article 37 The securities traded by the parties to a securities transaction in accordance with the law must be securities issued and delivered in accordance with the law.

Securities not issued in accordance with the law shall not be traded.

Article 38 Stocks, corporate bonds and other securities issued in accordance with the law shall not be traded within a limited period of time if the law has restrictive provisions on the period of transfer.

Article 39 Stocks, corporate bonds and other securities publicly issued in accordance with the law shall be listed and traded on a stock exchange established in accordance with the law or transferred on other securities trading venues approved by the State Council.

Article 40 When securities are listed and traded on a stock exchange, the public centralized trading method or other methods approved by the securities regulatory authority under the State Council shall be adopted.

Article 41 The securities bought and sold by the parties to a securities transaction may be in paper form or in other forms as prescribed by the securities regulatory authority under the State Council.

Article 42. Securities transactions shall be conducted by the in stock and other means prescribed by the State Council.

Article 43 Employees of stock exchanges, securities companies and securities registration and clearing institutions, staff of securities supervision and administration institutions and other personnel prohibited by laws and administrative regulations from participating in stock trading shall not hold, buy or sell stocks directly or under a pseudonym or in the name of others, nor shall they accept stocks donated by others during their term of office or within the statutory time limit.

When any person becomes a person listed in the preceding paragraph, the shares he or she originally held must be transferred in accordance with the law.

Article 44 Stock exchanges, securities companies and securities registration and settlement institutions must keep the accounts opened by their clients confidential in accordance with the law.

Article 45 Securities service institutions and personnel who issue audit reports, asset appraisal reports or legal opinions for the issuance of shares shall not buy or sell such shares during the underwriting period of the shares and within six months after the expiration of the period.

In addition to the provisions of the preceding paragraph, securities service institutions and personnel who issue audit reports, asset evaluation reports or legal opinions for listed companies shall not buy or sell such stocks within five days from the date of accepting the entrustment of the listed company to the publication of the above-mentioned documents.

Article 46 The fees charged for securities trading must be reasonable, and the items, standards and methods of fees shall be disclosed.

The charging items, charging standards and management measures for securities trading shall be uniformly formulated by the relevant competent departments under the State Council.

Article 47 If the directors, supervisors, senior managers or shareholders of a listed company who hold more than 5% of the shares of the listed company sell the shares of the company held by them within six months after the purchase, or buy them again within six months after the sale, the proceeds thus obtained shall belong to the company, and the board of directors of the company shall recover the proceeds. However, if a securities company holds more than 5% shares as a result of underwriting the purchase of the remaining shares after the sale, the sale of the shares is not subject to the six-month time limit.

If the board of directors of the company does not comply with the provisions of the preceding paragraph, the shareholders have the right to request the board of directors to comply within 30 days. If the board of directors of the company fails to implement the above-mentioned time limit, the shareholders shall have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.

If the board of directors of the company fails to implement the provisions of the first paragraph, the responsible directors shall bear joint and several liabilities according to law.

Section 2 Listing of Securities

Article 48 An application for the listing of securities shall be submitted to the stock exchange, which shall be examined and approved by the stock exchange in accordance with the law, and a listing agreement shall be signed by both parties.

The stock exchange shall arrange the listing and trading of government bonds according to the decision of the department authorized by the State Council.

Article 49 When applying for the listing and trading of stocks, convertible bonds or other securities subject to the sponsorship system as prescribed by laws and administrative regulations, an institution with sponsorship qualifications shall be hired to act as a sponsor.

The provisions of the second and third paragraphs of Article 11 of this Law shall apply to a listing sponsor.

Article 50 A company limited by shares that applies for the listing of its shares shall meet the following conditions:

The shares of the (I) have been publicly issued with the approval of the securities regulatory authority under the State Council;

The total share capital of the (II) company shall not be less than RMB 30 million;

(III) the shares issued to the public reach more than 25% of the total number of shares of the company; if the total share capital of the company exceeds 0.4 billion yuan, the proportion of shares issued to the public shall be more than 10%;

The (IV) company has no major illegal acts in the past three years, and there are no false records in its financial and accounting reports.

A stock exchange may set conditions for listing that are higher than those specified in the preceding paragraph and submit them to the securities regulatory authority under the State Council for approval.

Article 51 The State encourages the listing and trading of the shares of companies that conform to the industrial policies and meet the conditions for listing.

Article 52 To apply for the listing of shares, the following documents shall be submitted to the stock exchange:

(I) listing report;

The resolution of the general meeting of shareholders (II) to apply for the listing of shares;

(III) the articles of association;

Business license of the (IV) company;

(V) the company's financial and accounting reports for the last three years that have been audited by an accounting firm in accordance with the law;

(VI) legal opinions and listing sponsorship letters;

(VII) most recent prospectus;

Other documents required by the listing rules of the (VIII) stock exchange.

Article 53 After the application for the listing of shares has been examined and approved by the stock exchange, the company that has signed the listing agreement shall announce the relevant documents of the listing of shares within the prescribed time limit, and place the documents in designated places for public inspection.

Article 54 A company that has signed a listing agreement shall, in addition to announcing the documents specified in the preceding article, announce the following matters:

the date on which the (I) shares are permitted to trade on the stock exchange;

The name list of the top ten shareholders holding the largest number of shares of the company and the number of shares held by the (II);

The actual controller of the (III) company;

The names of the directors, supervisors and senior management of the (IV) and their holdings of the Company's stocks and bonds.

Article 55 Where a listed company is under any of the following circumstances, the stock exchange shall decide to suspend the listing of its shares:

(I) the company's total share capital, equity distribution and other changes are no longer eligible for listing;

(II) companies fail to disclose their financial conditions in accordance with the regulations, or make false records in their financial and accounting reports, which may mislead investors;

The (III) company has committed a major violation of the law;

(IV) companies have suffered losses for the last three consecutive years;

Other circumstances as prescribed in the listing rules of the (V) stock exchange.

Article 56 Where a listed company is under any of the following circumstances, the stock exchange shall decide to terminate the listing of its shares:

(I) the company's total share capital, equity distribution, etc. change, it no longer meets the listing conditions, and it still cannot meet the listing conditions within the time limit specified by the stock exchange;

A (II) company does not disclose its financial position in accordance with the regulations, or makes false records in its financial and accounting reports and refuses to correct it;

(III) the company has suffered losses for the last three consecutive years and has failed to return to profitability in the subsequent year;

the (IV) company is dissolved or declared bankrupt;

Other circumstances as prescribed in the listing rules of the (V) stock exchange.

Article 57 A company applying for listing its corporate bonds shall meet the following conditions:

The term of (I) corporate bonds is more than one year;

The actual amount of bonds issued by (II) companies shall not be less than RMB 50 million;

(III) companies still meet the statutory conditions for the issuance of corporate bonds when they apply for the listing of bonds.

Article 58 To apply for the listing of corporate bonds, the following documents shall be submitted to the stock exchange:

(I) listing report;

The resolution of the board of directors of the (II) to apply for the listing of the company's bonds;

(III) the articles of association;

Business license of the (IV) company;

(V) measures for raising corporate bonds;

the actual amount of (VI) corporate bonds issued;

Other documents required by the listing rules of the (VII) stock exchange.

When applying for the listing and trading of corporate bonds that can be converted into shares, a listing sponsor letter issued by the sponsor shall also be submitted.

Article 59 After the application for listing and trading of corporate bonds has been examined and approved by the stock exchange, the company that has signed the listing agreement shall announce the listing documents of corporate bonds and related documents within the prescribed time limit, and place its application documents in designated places for public inspection.

Article 60 After the listing of corporate bonds, if a company has one of the following circumstances, the stock exchange shall decide to suspend the listing of its corporate bonds:

The (I) company has committed a major violation of the law;

(II) a major change in the company's situation does not meet the conditions for listing the company's bonds;

(III) the funds raised from the issuance of corporate bonds are not used in accordance with the approved purposes;

The (IV) fails to perform its obligations in accordance with the method of raising corporate bonds;

(V) company has been losing money for the last two consecutive years.

Article 61 If a company has one of the circumstances listed in items (I) and (IV) of the preceding article and has been verified to have serious consequences, or if it has one of the circumstances listed in items (II), (III) and (V) of the preceding article and cannot be eliminated within the time limit, the stock exchange shall decide to terminate the listing and trading of its corporate bonds.

If a company is dissolved or declared bankrupt, the stock exchange shall terminate the listing of its corporate bonds.

Article 62 If you are not satisfied with the decision of the stock exchange not to be listed, to suspend listing or to terminate listing, you may apply to the review body established by the stock exchange for review.

Section 3 Continuous Information Disclosure

Article 63 The information disclosed by issuers and listed companies in accordance with the law must be true, accurate and complete, and shall not contain false records, misleading statements or major omissions.

Article 64 Where the securities regulatory authority under the State Council has approved the public issuance of shares in accordance with the law, or the public issuance of corporate bonds in accordance with the law has approved the public issuance of corporate bonds in accordance with the law with the approval of a department authorized by the State Council, the prospectus and the method for raising corporate bonds shall be announced. Where new shares or corporate bonds are publicly issued in accordance with the law, the financial and accounting reports shall also be announced.

Article 65 A listed company and a company whose bonds are listed and traded shall, within two months from the end of the first half of each fiscal year, submit to the securities regulatory authority under the State Council and the stock exchange an interim report recording the following contents and make an announcement:

(I) the company's financial and accounting reports and operations;

(II) major litigation matters involving the Company;

Changes in stocks and corporate bonds issued by the (III);

(IV) important matters submitted to the general meeting of shareholders for deliberation;

(V) other matters as prescribed by the securities regulatory authority under the State Council.

Article 66 A listed company and a company whose corporate bonds are listed for trading shall, within four months from the end of each fiscal year, submit an annual report with the following contents to the securities regulatory body under the State Council and the stock exchange, and make a public announcement:

(I) company profile;

(II) the company's financial and accounting reports and operations;

Brief introduction of (III) directors, supervisors and senior managers and their shareholding;

(IV) the issued stocks and corporate bonds, including the list of the top ten shareholders holding the largest number of shares of the company and the amount of shares held;

The actual controller of the (V) company;

(VI) other matters as prescribed by the securities regulatory authority under the State Council.

Article 67 When a major event that may have a significant impact on the stock trading price of a listed company occurs and the investor has not yet learned about it, the listed company shall immediately submit an interim report on the major event to the securities regulatory body under the State Council and the stock exchange, and make a public announcement, stating the cause, current status and possible legal consequences of the event.

The following circumstances are the major events mentioned in the preceding paragraph:

(I) major changes in the company's business policies and business scope;

Decisions to (II) the company's major investment activities and major property acquisitions;

(III) the company enters into important contracts, which may have a significant impact on the company's assets, liabilities, equity and operating results;

(IV) the default of the company's material debts and failure to pay off the material debts due;

The (V) company suffers a major loss or loss;

(VI) significant changes in the external conditions of the company's production and operation;

There is a change in the directors, 1/3 or more supervisors or managers of the (VII) company;

(VIII) shareholders or actual controllers who hold more than 5% of the company's shares, their holding of shares or control of the company changes significantly;

Decisions (IX) capital reduction, merger, division, dissolution and bankruptcy filing of the company;

(X) major litigation involving the company, the resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid according to law;

(11) The company's suspected crimes are filed for investigation by the judicial organs, and the company's directors, supervisors, and senior managers are suspected of crimes by the judicial organs to take compulsory measures;

(12) Other matters as prescribed by the securities regulatory authority under the State Council.

Article 68 The directors and senior management of a listed company shall sign a written confirmation opinion on the company's periodic report.

The board of supervisors of a listed company shall examine the company's periodic reports prepared by the board of directors and put forward written examination opinions.

The directors, supervisors and senior managers of a listed company shall ensure that the information disclosed by the listed company is true, accurate and complete.

Article 69 Where there are false records, misleading statements or material omissions in the prospectus, corporate bond raising measures, financial accounting reports, listing report documents, annual reports, interim reports and other information disclosure materials announced by the issuer or listed company, resulting in losses suffered by investors in securities trading, the issuer or listed company shall be liable for compensation; the issuer, the directors, supervisors, senior managers and other directly responsible personnel of the listed company, as well as the sponsors and underwriting securities companies, shall bear joint and several liability with the issuer and the listed company, except for those who can prove that they are not at fault; the issuer, If the controlling shareholder or actual controller of the listed company is at fault, it shall bear joint and several liability for compensation with the issuer and the listed company.

Article 70 Information that must be disclosed according to law shall be released in the media designated by the securities regulatory authority under the State Council, and at the same time, it shall be placed at the company's domicile and stock exchange for public inspection.

Article 71 The securities regulatory authority under the State Council shall supervise the annual reports, interim reports, interim reports and announcements of listed companies, supervise the distribution or placement of new shares by listed companies, and supervise the acts of the controlling shareholders and information disclosure obligors of listed companies.

The securities regulatory body, stock exchange, sponsor, underwriting securities company and relevant personnel shall not disclose the contents of the announcement that the company must make in accordance with the provisions of laws and administrative regulations.

Article 72 Where a stock exchange decides to suspend or terminate the listing of securities, it shall make a timely announcement and report it to the securities regulatory authority under the State Council for the record.

Section IV Prohibited Transactions

Article 73 Insiders of securities trading insider information and persons who illegally obtain insider information are prohibited from using insider information to engage in securities trading activities.

Article 74 Insiders of inside information on securities trading shall include:

(I) directors, supervisors and senior managers of the issuer;

(II) shareholders holding more than 5% shares of the company and their directors, supervisors and senior managers, the actual controller of the company and its directors, supervisors and senior managers;

The company controlled by the (III) issuer and its directors, supervisors and senior managers;

(IV) who have access to insider information about the Company by virtue of their position in the Company;

(V) the staff of the securities regulatory body and other personnel who manage the issuance and trading of securities due to their statutory duties;

Relevant personnel of (VI) sponsors, underwriting securities companies, stock exchanges, securities registration and settlement institutions, and securities service institutions;

(VII) other persons as prescribed by the securities regulatory authority under the State Council.

Article 75 In securities trading activities, information that involves the company's operations, finances or has a significant impact on the market price of the company's securities that has not yet been made public shall be inside information.

The following information is insider information:

(I) the major events listed in paragraph 2 of Article 67 of this Law;

(II) the company's plan to distribute dividends or increase capital;

significant changes in the shareholding structure of (III) companies;

(IV) material changes to the Company's debt guarantees;

(V) the mortgage, sale or scrapping of the company's main assets for business use exceeds the 30% of the assets at one time;

The directors, supervisors and senior management of the (VI) company may be liable for significant damages in accordance with the law.

relevant plans for the acquisition of (VII) listed companies;

(VIII) other important information determined by the securities regulatory authority under the State Council to have a significant impact on the trading price of securities.

Article 76 Insiders of insider information in securities trading and persons who illegally obtain insider information shall not buy or sell the securities of the company, or disclose the information, or suggest others to buy or sell the securities before the insider information is made public.

Where this Law provides otherwise for the acquisition of shares of a listed company by natural persons, legal persons or other organizations that hold or jointly hold more than 5% of the shares of the company with others through agreements or other arrangements, the provisions of this Law shall apply.

If insider trading causes losses to investors, the perpetrator shall be liable for compensation in accordance with the law.

Article 77 Anyone is prohibited from manipulating the securities market by any of the following means:

(I), either alone or through conspiracy, pooling capital advantage, shareholding advantage or taking advantage of information advantage to jointly or continuously buy and sell, and manipulating the price or volume of securities transactions;

(II) colluding with others to trade securities with each other at a time, price and in a manner agreed in advance to affect the price or volume of securities trading;

(III) conduct securities transactions between accounts under their actual control, affecting the price or volume of securities transactions;

(IV) manipulate the securities market by other means.

If the manipulation of the securities market causes losses to investors, the perpetrator shall be liable for compensation in accordance with the law.

Article 78 State functionants, media practitioners and relevant personnel are prohibited from fabricating or disseminating false information to disrupt the securities market.

Stock exchanges, securities companies, securities registration and settlement institutions, securities service institutions and their employees, securities industry associations, securities regulatory institutions and their staff are prohibited from making false statements or misleading information in securities trading activities.

The dissemination of securities market information by various media must be true and objective, and misleading is prohibited.

Article 79 A securities company and its employees are prohibited from engaging in the following fraudulent acts that harm the interests of clients:

(I) buy or sell securities for clients against their entrustment;

The (II) does not provide written confirmation of the transaction to the customer within the specified time;

The (III) misappropriates the securities entrusted by the client or the funds in the client's account;

A (IV) buys or sells securities for a client without the client's entrustment, or buys or sells securities in the client's name;

(V) induce clients to engage in unnecessary securities trading in order to earn commission income;

(VI) use of the media or other means to provide or disseminate false or misleading information to investors;

(VII) other acts that violate the true intention of the customer and harm the interests of the customer.

If the customer fraud causes losses to the customer, the perpetrator shall be liable for compensation in accordance with the law.

Article 80 Legal persons are prohibited from illegally using the accounts of others to engage in securities transactions; legal persons are prohibited from lending their own or others' securities accounts.

Article 81 Broaden the channels for funds to enter the market in accordance with the law, and prohibit the illegal inflow of funds into the stock market.

Article 82 It is prohibited for anyone to misappropriate public funds to buy or sell securities.

Article 83 State-owned enterprises and enterprises controlled by State-owned assets must abide by the relevant provisions of the State when trading in listed stocks.

Article 84 The stock exchanges, securities companies, securities registration and settlement institutions, securities service institutions and their practitioners shall promptly report to the securities regulatory authority the prohibited trading acts found in securities trading.

Chapter IV Acquisition of Listed Companies

Article 85 An investor may acquire a listed company by tender offer, acquisition by agreement or other lawful means.

Article 86 Where an investor has reached the 5% of holding the issued shares of a listed company or jointly holding the issued shares with others through agreements or other arrangements through securities trading on the stock exchange, he shall, within three days from the date of occurrence of the fact, make a written report to the securities regulatory authority under the State Council and the stock exchange, notify the listed company and make a public announcement; within the above-mentioned period, no further trading in the shares of the listed company shall be allowed.

After an investor has reached a 5% of the issued shares of a listed company or jointly held with others through an agreement or other arrangement, every increase or decrease in the proportion of the issued shares of the listed company held by the investor shall be reported and announced in accordance with the provisions of the preceding paragraph for every 5%. Within the reporting period and within two days after the report and announcement are made, no further trading in the shares of the listed company may be conducted.

Article 87 The written report and announcement made in accordance with the provisions of the preceding article shall include the following contents:

The name and domicile of the (I) holder;

the name and amount of shares held by the (II);

The date on which the (III) shareholding reaches the statutory proportion or the change in shareholding reaches the statutory proportion.

Article 88 If an investor, through securities trading on a stock exchange, holds or jointly holds with others the issued shares of a listed company through an agreement or other arrangement for a 30% of time, and continues to make an acquisition, he shall issue an offer to all shareholders of the listed company to acquire all or part of the shares of the listed company in accordance with the law.

A takeover offer for the acquisition of part of the shares of a listed company shall stipulate that if the amount of shares promised to be sold by the shareholders of the acquired company exceeds the amount of shares scheduled to be acquired, the acquirer shall make the acquisition on a pro rata basis.

Article 89 Where a takeover offer is made in accordance with the provisions of the preceding Article, the purchaser must submit a report on the takeover of a listed company to the securities regulatory authority under the State Council in advance, which shall state the following:

the name and domicile of the (I) purchaser;

the (II) acquirer's decision on the acquisition;

(III) name of the listed company to be acquired;

(IV) acquisition purposes;

the full name of the shares to be acquired by the (V) and the amount of shares to be acquired;

(VI) acquisition period and purchase price;

The amount of capital required for (VII) acquisition and capital guarantee;

The proportion of the number of shares of the acquired company held by the (VIII) to the total number of shares issued by the company at the time of submission of the acquisition report of the listed company.

The purchaser shall also submit the report on the acquisition of the listed company to the stock exchange at the same time.

Article 90 The purchaser shall announce its takeover offer 15 days after the date of submission of the report on the takeover of the listed company in accordance with the provisions of the preceding article. Within the above-mentioned period, if the securities regulatory authority under the State Council finds that the report on the acquisition of a listed company does not comply with the provisions of laws and administrative regulations, it shall promptly inform the purchaser, and the purchaser shall not announce its acquisition offer.

The acquisition period agreed upon in the offer shall not be less than 30 days and shall not exceed 60 days.

Article 91 The purchaser may not withdraw its takeover offer within the commitment period specified in the takeover offer. If the purchaser needs to change the takeover offer, it must submit a report to the securities regulatory authority under the State Council and the stock exchange in advance, and make a public announcement after approval.

Article 92 The terms and conditions of the takeover offer shall apply to all shareholders of the company under takeover.

Article 93 Where a tender offer is adopted, the purchaser shall not sell the shares of the acquired company during the term of the acquisition, nor shall he buy the shares of the acquired company in a form other than that stipulated in the tender offer and beyond the terms of the tender offer.

Article 94 Where an acquisition by agreement is adopted, the acquirer may, in accordance with the provisions of laws and administrative regulations, transfer shares with the shareholders of the acquired company by agreement.

When a listed company is acquired by agreement, the acquirer must, within three days after the agreement is reached, make a written report on the acquisition agreement to the securities regulatory authority under the State Council and the stock exchange, and make a public announcement.

The acquisition agreement may not be performed prior to the announcement.

Article 95 Where the acquisition by agreement is adopted, the parties to the agreement may temporarily entrust a securities registration and settlement institution to keep the shares transferred by agreement and deposit the funds in a designated bank.

Article 96 In the case of an acquisition by agreement, if the acquirer acquires the issued shares of a listed company or jointly acquires the issued shares of a listed company through an agreement or other arrangements and reaches the 30%, the acquirer shall make an offer to all shareholders of the listed company to acquire all or part of the shares of the listed company. However, unless the securities regulatory authority under the State Council is exempted from making an offer.

A purchaser who purchases shares of a listed company by way of offer in accordance with the provisions of the preceding paragraph shall comply with the provisions of Articles 89 to 93 of this Law.

Article 97 If, at the expiration of the term of acquisition, the distribution of the shares of the acquired company does not meet the conditions for listing, the listing of the shares of the listed company shall be terminated by the stock exchange in accordance with the law; the remaining shareholders who still hold the shares of the acquired company shall have the right to sell their shares to the acquirer on the same terms as the acquisition offer, and the acquirer shall acquire them.

After the completion of the acquisition, if the acquired company no longer meets the conditions of a joint stock limited company, it shall change the form of the enterprise in accordance with the law.

Article 98 In the acquisition of a listed company, the shares of the purchased listed company held by the purchaser shall not be transferred within 12 months after the completion of the acquisition.

Article 99 If, after the completion of the acquisition, the acquirer merges with the company under acquisition and dissolves the company, the original shares of the dissolved company shall be replaced by the acquirer in accordance with the law.

Article 100 After the completion of the acquisition, the purchaser shall report the acquisition to the securities regulatory authority under the State Council and the stock exchange within 15 days, and make a public announcement.

Article 101 The acquisition of shares of a listed company held by an investment institution authorized by the State shall be subject to the approval of the relevant competent department in accordance with the provisions of the State Council.

The securities regulatory authority under the State Council shall, in accordance with the principles of this Law, formulate specific measures for the acquisition of listed companies.

Chapter V Stock Exchanges

Article 102 A stock exchange is a legal person that provides places and facilities for centralized securities trading, organizes and supervises securities trading, and exercises self-discipline management.

The establishment and dissolution of a stock exchange shall be decided by the State Council.

Article 103 The establishment of a stock exchange requires the formulation of articles of association.

The formulation and amendment of the articles of association of a stock exchange must be approved by the securities regulatory body under the State Council.

Article 104 A stock exchange must indicate the words stock exchange in its name. No other entity or individual may use a stock exchange or similar name.

Article 105 The various fees and revenues at the disposal of a stock exchange shall first be used to ensure the normal operation and gradual improvement of its securities trading venues and facilities.

The accumulation of property in a stock exchange under the membership system is owned by the members, whose rights and interests are shared by the members, and their accumulation of property may not be distributed to the members during their existence.

Article 106 The stock exchange shall have a board of directors.

Article 107 A stock exchange shall have a general manager, who shall be appointed and removed by the securities regulatory authority under the State Council.

Article 108 A person who has the circumstances stipulated in Article 147 of the the People's Republic of China Company Law or one of the following circumstances shall not be the person in charge of a stock exchange:

(I) person-in-charge of a stock exchange or a securities registration and clearing institution or a director, supervisor or senior manager of a securities company who has been removed from his post for a violation of law or discipline, five years have not elapsed since the date of his removal;

(II) lawyers, certified public accountants or professionals of investment consulting agencies, financial advisory agencies, credit rating agencies, asset appraisal agencies and certification agencies who have been disqualified for illegal acts or disciplinary violations shall not be more than five years from the date of disqualification.

Article 109 Employees of stock exchanges, securities registration and settlement institutions, securities service institutions, securities companies and staff members of state organs who have been dismissed for illegal acts or disciplinary violations shall not be recruited as employees of stock exchanges.

Article 110 Whoever enters a stock exchange to participate in centralized trading must be a member of the stock exchange.

Article 111 An investor shall sign a securities trading entrustment agreement with a securities company, open a securities trading account with the securities company, and entrust the securities company to buy and sell securities on its behalf in writing, by telephone or by other means.

Article 112 A securities company shall, according to the entrustment of investors, submit transaction declarations in accordance with securities trading rules, participate in centralized transactions on the stock exchange floor, and assume corresponding liquidation and settlement responsibilities based on the transaction results; securities registration and settlement institutions shall, based on the transaction results, in accordance with the liquidation and settlement rules, conduct liquidation and settlement of securities and funds with securities companies, and handle securities registration and transfer procedures for securities company clients.

Article 113 The stock exchange shall provide guarantees for the organization of fair and centralized trading, publish the real-time market of securities trading, and make a list of securities market trends according to the trading day and publish it.

Without the permission of the stock exchange, no unit or individual may publish instant quotations for securities trading.

Article 114 When a sudden event affects the normal conduct of securities trading, the stock exchange may take technical suspension measures; due to a sudden event of force majeure or to maintain the normal order of securities trading, the stock exchange may decide to temporarily suspend the market.

If a stock exchange adopts a technical suspension or decides to temporarily suspend trading, it must promptly report to the securities regulatory authority under the State Council.

Article 115 The stock exchange shall exercise real-time monitoring of securities transactions and, in accordance with the requirements of the securities regulatory authority under the State Council, make reports on abnormal transactions.

The stock exchange shall supervise the disclosure of information by listed companies and relevant information disclosure obligors, and urge them to disclose information in a timely and accurate manner in accordance with the law.

The stock exchange may, if necessary, restrict the trading of securities accounts with major abnormal trading situations and report them to the securities regulatory authority under the State Council for the record.

Article 116 A stock exchange shall set up a risk fund by drawing a certain percentage of the transaction fees, membership fees and seat fees it collects. The Venture Fund is managed by the Board of Governors of the Stock Exchange.

The specific proportion of risk fund withdrawal and the method of use shall be prescribed by the securities regulatory authority under the State Council in conjunction with the financial department under the State Council.

Article 117 The stock exchange shall deposit the risk fund deposited in a special account of the depositary bank and shall not use it without authorization.

Article 118 A stock exchange shall formulate listing rules, trading rules, membership management rules and other relevant rules in accordance with securities laws and administrative regulations, and submit them to the securities regulatory authority under the State Council for approval.

Article 119 The person in charge of a stock exchange and other practitioners shall withdraw if they have an interest in themselves or their relatives when performing their duties related to securities trading.

Article 120 The results of transactions conducted in accordance with the trading rules formulated in accordance with the law shall not be changed. The civil liability of the illegal trader in the transaction shall not be exempted; the benefits obtained in the illegal transaction shall be dealt with in accordance with the relevant provisions.

Article 121 If a person engaged in securities trading in a stock exchange violates the relevant trading rules of the stock exchange, the stock exchange shall impose disciplinary sanctions; if the circumstances are serious, his qualification shall be revoked and he shall be prohibited from entering the stock exchange for securities trading.

Chapter VI Securities Companies

Article 122 The establishment of a securities company shall be subject to the examination and approval of the securities regulatory body under the State Council. Without the approval of the securities regulatory authority under the State Council, no unit or individual may engage in securities business.

Article 123 The term "securities company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established in accordance with the the People's Republic of China Company Law and the provisions of this Law to conduct securities business.

Article 124 The establishment of a securities company shall meet the following conditions:

The (I) has its articles of association in accordance with the provisions of laws and administrative regulations;

The major shareholders of the (II) have sustained profitability, good reputation, no record of major violations of laws and regulations in the last three years, and net assets of not less than RMB 0.2 billion;

The (III) has a registered capital in conformity with the provisions of this Law;

The directors, supervisors and senior managers of the (IV) are qualified to hold office, and the practitioners are qualified to practice securities;

The (V) has a sound risk management and internal control system;

The (VI) has qualified business premises and business facilities;

(VII) other conditions prescribed by laws and administrative regulations and the securities regulatory authority under the State Council approved by the State Council.

Article 125 With the approval of the securities regulatory authority under the State Council, a securities company may operate some or all of the following businesses:

(I) securities brokerage;

(II) securities investment advisory;

(III) financial advisers related to securities trading and securities investment activities;

(IV) securities underwriting and sponsorship;

(V) securities proprietary trading;

(VI) securities asset management;

(VII) Other Securities Business.

Article 126 A securities company must indicate the words "securities limited liability company" or "securities limited company" in its name.

Article 127 Where a securities company operates items (I) to (III) of Article 125 of this Law, the minimum registered capital shall be RMB 50 million; it operates items (IV) to (VII). For one, the minimum registered capital shall be RMB 0.1 billion; For two or more of items (IV) to (VII), the minimum registered capital shall be RMB 0.5 billion. The registered capital of a securities company shall be paid-in capital.

The securities regulatory authority under the State Council may, in accordance with the principle of prudent supervision and the degree of risk of various businesses, adjust the minimum amount of registered capital, but it shall not be less than the amount specified in the preceding paragraph.

Article 128 The securities regulatory authority under the State Council shall, within six months from the date of accepting the application for the establishment of a securities company, conduct an examination in accordance with the statutory conditions and procedures and in accordance with the principle of prudent supervision, make a decision on approval or disapproval, and notify the applicant; if the application is not approved, the reasons shall be explained.

If the application for the establishment of a securities company is approved, the applicant shall, within the prescribed time limit, apply to the company registration authority for establishment registration and obtain a business license.

A securities company shall, within 15 days from the date of obtaining its business license, apply to the securities regulatory authority under the State Council for a license to operate securities business. A securities company may not engage in securities business without obtaining a license to engage in securities business.

Article 129 A securities company must obtain approval from the securities regulatory authority under the State Council for the establishment, acquisition or cancellation of a branch, change of business scope or registered capital, change of shareholders or actual controllers holding more than 5% shares, change of important provisions in the articles of association, merger, division, change of corporate form, suspension of business, dissolution or bankruptcy of the company.

The establishment, acquisition or equity participation of a securities operating institution abroad by a securities company must be approved by the securities regulatory authority under the State Council.

Article 130 The securities regulatory authority under the State Council shall stipulate the net capital of a securities company, the ratio of net capital to liabilities, the ratio of net capital to net assets, the ratio of net capital to the scale of self-operation, underwriting, asset management and other businesses, The ratio of liabilities to net assets, and the ratio of current assets to current liabilities and other risk control indicators.

A securities company shall not provide financing or guarantee for its shareholders or their affiliates.

Article 131 The directors, supervisors and senior managers of a securities company shall be upright and honest, have good conduct, be familiar with securities laws and administrative regulations, have the business management ability required for the performance of their duties, and obtain the qualifications approved by the securities regulatory authority under the State Council before taking office.

Under the circumstances specified in Article 147 of the the People's Republic of China Company Law or under any of the following circumstances, no one may serve as a director, supervisor or senior manager of a securities company:

(I) person-in-charge of a stock exchange or a securities registration and clearing institution or a director, supervisor or senior manager of a securities company who has been removed from his post for a violation of law or discipline, five years have not elapsed since the date of his removal;

(II) lawyers, certified public accountants or professionals of investment consulting agencies, financial advisory agencies, credit rating agencies, asset appraisal agencies and certification agencies who have been disqualified for illegal acts or disciplinary violations shall not be more than five years from the date of disqualification.

Article 132 Employees of stock exchanges, securities registration and settlement institutions, securities service institutions and securities companies and employees of state organs who have been dismissed for illegal acts or disciplinary violations shall not be recruited as employees of securities companies.

Article 133 State functionaries and other persons who are prohibited from taking part-time jobs in companies as prescribed by laws and administrative regulations shall not hold concurrent posts in securities companies.

Article 134 The State shall establish a securities investor protection fund. The securities investor protection fund consists of funds paid by securities companies and other funds raised in accordance with the law, and the specific measures for its raising, management and use shall be formulated by the State Council.

Article 135 A securities company shall draw a trading risk reserve from its annual after-tax profits to make up for the losses of securities trading, and the specific proportion of the withdrawal shall be prescribed by the securities regulatory authority under the State Council.

Article 136 A securities company shall establish a sound internal control system and take effective isolation measures to prevent conflicts of interest between the company and its customers and between different customers. Kan

Securities companies must separate their securities brokerage business, securities underwriting business, securities proprietary business and securities asset management business, and shall not mix operations.

Article 137 The proprietary business of a securities company must be conducted in its own name, and may not be conducted in the name of another person or in the name of an individual.

Securities companies must use their own funds and funds raised in accordance with the law in their proprietary business.

A securities company shall not lend its proprietary account to others for use.

Article 138 A securities company shall enjoy the right to operate independently in accordance with the law, and its lawful operation shall not be interfered.

Article 139 The transaction settlement funds of the clients of a securities company shall be deposited in commercial banks and managed in a separate account in the name of each client. The specific measures and implementation steps shall be prescribed by the State Council.

A securities company shall not include a client's transaction settlement funds and securities in its own property. It is prohibited for any unit or individual to misappropriate the client's transaction settlement funds and securities in any form. In the event of the bankruptcy or liquidation of a securities company, the client's transaction settlement funds and securities do not belong to its bankruptcy property or liquidation property. The customer's transaction settlement funds and securities shall not be sealed, frozen, withheld or enforced without the customer's own debts or other circumstances prescribed by law.

Article 140 When handling brokerage business, a securities company shall prepare a uniformly formulated power of attorney for the purchase and sale of securities for the use of the principal. If other entrustment methods are adopted, the entrustment record must be made.

The client's securities trading entrustment, whether or not the transaction, the entrustment record shall be kept in the securities company in accordance with the prescribed period.

Article 141 When a securities company accepts an entrustment for the sale and purchase of securities, it shall, in accordance with the name of the securities, the quantity of the sale and purchase, the method of bidding, the price range, etc. stated in the power of attorney, act as an agent to buy and sell securities in accordance with the trading rules, and truthfully record the transaction.

The statements confirming the trading behavior and its trading results in securities trading must be true and reviewed by auditors other than the transaction manager on a case-by-case basis to ensure that the balance of the securities on the books is consistent with the securities actually held.

Article 142 A securities company shall, in accordance with the provisions of the State Council and with the approval of the securities regulatory authority under the State Council, provide securities financing and securities lending services for its clients in the purchase and sale of securities.

Article 143 When conducting brokerage business, a securities company shall not accept the client's full authority to decide on the purchase and sale of securities, select the type of securities, decide on the quantity of trading or the price of trading.

Article 144 A securities company shall not make any commitment in any way to the proceeds of the trading of securities of its clients or to compensate for the losses incurred in the trading of securities.

Article 145 Securities companies and their employees shall not privately accept clients' entrustment to buy or sell securities without passing through their lawfully established business premises.

Article 146 If a practitioner of a securities company executes the instructions of the securities company to which he belongs or violates the trading rules by taking advantage of his position in the course of securities trading activities, the securities company to which he belongs shall bear full responsibility.

Article 147 A securities company shall properly preserve customer account opening information, entrustment records, transaction records and all information related to internal management and business operations, and no one shall conceal, forge, tamper with or destroy them. The above-mentioned information shall be kept for a period of not less than 20 years.

Article 148 A securities company shall, in accordance with the provisions, submit business, financial and other management information and materials to the securities regulatory authority under the State Council. The securities regulatory authority under the State Council has the right to require securities companies and their shareholders and actual controllers to provide relevant information and materials within a specified period of time.

The information and materials submitted or provided by a securities company and its shareholders and actual controllers to the securities regulatory authority under the State Council must be true, accurate and complete.

Article 149 When the securities regulatory authority under the State Council deems it necessary, it may entrust an accounting firm or an asset appraisal agency to audit or evaluate the financial status, internal control status, and asset value of a securities company. The specific measures shall be formulated by the securities regulatory body under the State Council in conjunction with the relevant competent departments.

Article 150 If the net capital or other risk control indicators of a securities company do not meet the requirements, the securities regulatory authority under the State Council shall order it to make corrections within a time limit; if it fails to make corrections within the time limit, or its behavior seriously endangers the stable operation of the securities company or damages the legitimate rights and interests of customers, the securities regulatory authority under the State Council may take the following measures according to the circumstances:

(I) restrictions on business activities, order the suspension of part of the business, stop approving new business;

The (II) ceases to approve the establishment or acquisition of business branches;

(III) restrictions on the distribution of dividends, the payment of remuneration and the provision of benefits to directors, supervisors and senior management;

(IV) restrict the transfer of property or the creation of other rights in property;

(V) order the replacement of directors, supervisors and senior managers or restrict their rights;

(VI) ordering the controlling shareholder to transfer its equity or restricting the exercise of shareholder rights by the relevant shareholder;

(VII) revoke the relevant business license.

After rectification, the securities company shall submit a report to the securities regulatory authority under the State Council. If the securities regulatory authority under the State Council meets the relevant risk control indicators after inspection and acceptance, it shall lift the relevant measures stipulated in the preceding paragraph within three days from the date of completion of inspection and acceptance.

Article 151 If a shareholder of a securities company makes false capital contributions or evades capital contributions, the securities regulatory authority under the State Council shall order him to make corrections within a time limit and may order him to transfer his equity interests in the securities company.

The securities regulatory authority under the State Council may restrict the rights of shareholders before the shareholders specified in the preceding paragraph correct their illegal acts and transfer their shares in the securities company as required.

Article 152 If the directors, supervisors or senior managers of a securities company fail to perform their duties diligently, resulting in major violations of laws and regulations or major risks in the securities company, the securities regulatory authority under the State Council may revoke their qualifications and order the company to replace them.

Article 153 Where a securities company operates illegally or has major risks, seriously endangering the order of the securities market and harming the interests of investors, the securities regulatory authority under the State Council may take such regulatory measures as ordering the securities company to suspend business for rectification, appointing other institutions to take custody, taking over or revocation. Article 154 During the period when a securities company is ordered to suspend business for rectification, is designated for custody, takeover or liquidation according to law, or when major risks arise, with the approval of the securities regulatory authority under the State Council, the following measures may be taken against the directors, supervisors, senior managers and other persons directly responsible for the securities company:

(I) notify the exit administration to prevent them from leaving the country in accordance with the law;

(II) apply to the judicial authorities to prohibit them from transferring, transferring or otherwise disposing of their property, or to create other rights in their property.

Chapter VII Securities Registration and Settlement Institutions

Article 155 A securities registration and settlement institution is a legal person that provides centralized registration, depository and settlement services for securities transactions and is not for profit.

The establishment of a securities registration and settlement institution shall be subject to the approval of the securities regulatory authority under the State Council.

Article 156 The establishment of a securities registration and settlement institution shall meet the following conditions:

The self-owned funds of the (I) shall not be less than RMB 0.2 billion;

The (II) has the premises and facilities necessary for securities registration, depository and settlement services;

The key management personnel and practitioners of the (III) must be qualified to practice securities;

(IV) other conditions prescribed by the securities regulatory authority under the State Council.

The name of the securities registration and settlement institution shall indicate the words "securities registration and settlement.

Article 157 A securities registration and settlement institution shall perform the following functions:

The establishment of (I) securities accounts and settlement accounts;

Depository and transfer of (II) securities;

Register of holders of (III) securities;

Clearing and settlement of transactions in securities listed on the (IV) Stock Exchange;

The (V) is entrusted by the issuer to distribute securities interests;

(VI) handle enquiries related to the above business;

(VII) other businesses approved by the securities regulatory authority under the State Council.

Article 158 The registration and settlement of securities shall be operated in a centralized and unified manner throughout the country.

The articles of association and business rules of a securities registration and settlement institution shall be formulated in accordance with the law and approved by the securities regulatory authority under the State Council.

Article 159 All securities held by securities holders shall be deposited with the securities registration and settlement institution when listed for trading.

A securities registration and settlement institution shall not misappropriate the securities of its clients.

Article 160 A securities registration and settlement institution shall provide the issuer of securities with a register of securities holders and relevant information.

The securities registration and settlement institution shall, on the basis of the results of the securities registration and settlement, confirm the fact that the securities holder holds the securities and provide the registration information of the securities holder.

The securities registration and settlement institution shall ensure that the register of securities holders and the registration and transfer records are true, accurate and complete, and shall not conceal, forge, tamper with or destroy them.

Article 161 A securities registration and settlement institution shall take the following measures to ensure the normal conduct of its business:

(I) have the necessary service equipment and perfect data security protection measures;

(II) the establishment of a sound business, financial and security management system;

(III) establish a sound risk management system.

Article 162 A securities registration and settlement institution shall properly preserve the original documents and relevant documents and materials for registration, depository and settlement. Its retention period shall not be less than twenty years.

Article 163 A securities registration and settlement institution shall establish a securities settlement risk fund to advance or make up for the losses of the securities registration and settlement institution caused by default settlement, technical failure, operational error or force majeure.

The securities settlement risk fund shall be drawn from the business income and income of the securities registration and settlement institution and may be paid by the settlement participant in accordance with a certain proportion of the volume of securities trading business.

Measures for the raising and management of securities settlement risk funds shall be formulated by the securities regulatory authority under the State Council in conjunction with the financial department under the State Council.

Article 164 The securities settlement risk fund shall be deposited into a special account in a designated bank and shall be subject to special management.

After the securities registration and settlement institution has paid compensation from the securities settlement risk fund, it shall recover the compensation from the person responsible.

Article 165 An application for dissolution of a securities registration and clearing institution shall be subject to the approval of the securities regulatory authority under the State Council.

Article 166 An investor who entrusts a securities company with securities trading shall apply for the opening of a securities account. The securities registration and settlement institution shall open a securities account for the investor in the name of the investor in accordance with the provisions.

To apply for the opening of an account, an investor must hold a legal certificate certifying the identity of a Chinese citizen or the qualification of a Chinese legal person. Except as otherwise provided by the State.

Article 167 When providing netting services for securities transactions, a securities registration and settlement institution shall require settlement participants to deliver securities and funds in full and provide settlement guarantees in accordance with the principle of dealing with goods and banks.

No person may use the securities, funds and collateral for settlement until the settlement is completed.

If the settlement participant fails to perform the settlement obligation on time, the securities registration and settlement institution shall have the right to dispose of the property mentioned in the preceding paragraph in accordance with the business rules.

Article 168 All kinds of settlement funds and securities collected by securities registration and settlement institutions in accordance with business rules must be deposited in special clearing and settlement accounts, and can only be used for the clearing and settlement of securities transactions that have been completed in accordance with business rules, and shall not be enforced.

Chapter VIII Securities Service Institutions

Article 169 Investment advisory agencies, financial advisory agencies, credit rating agencies, asset appraisal agencies, and accounting firms must be approved by the securities regulatory agency under the State Council and the relevant competent department to engage in securities services.

The administrative measures for the examination and approval of investment consulting agencies, financial advisory agencies, credit rating agencies, asset appraisal agencies and accounting firms engaged in securities services shall be formulated by the securities regulatory authority under the State Council and the relevant competent departments.

Article 170 The personnel of investment advisory institutions, financial advisory institutions and credit rating agencies engaged in securities service business must have securities professional knowledge and more than two years of experience in securities business or securities service business. The standards and administrative measures for determining their securities practice qualifications shall be formulated by the securities regulatory authority under the State Council.

Article 171 An investment advisory institution and its employees shall not engage in the following acts in the securities service business:

(I) engage in securities investment on behalf of the principal;

The (II) and the principal agree to share the securities investment income or share the securities investment loss;

(III) trading in the shares of the listed companies for which the Consultant provides services;

(IV) use of the media or other means to provide or disseminate false or misleading information to investors;

Other acts prohibited by (V) laws and administrative regulations.

If one of the acts listed in the preceding paragraph causes losses to investors, he shall be liable for compensation according to law.

Article 172 Investment consulting institutions and credit rating agencies engaged in securities service business shall collect service fees in accordance with the standards or charging methods prescribed by the relevant competent department of the State Council.

Article 173 A securities service institution shall produce and issue audit reports, asset evaluation reports, financial advisory reports, credit rating reports or legal opinions and other documents for the issuance, listing, trading and other securities business activities of securities, and shall be diligent and responsible. Check and verify the authenticity, accuracy and completeness of the content of the documents and materials on which it is based. If the documents produced or issued by it contain false records, misleading statements or material omissions, causing losses to others, it shall be jointly and severally liable with the issuer and the listed company, unless it can prove that it is not at fault.

Chapter IX Securities Industry Association

Article 174 The Securities Industry Association is a self-regulatory organization of the securities industry and a legal person of a social organization.

A securities company shall join the Securities Association.

The authority of the Securities Industry Association is a general meeting of all members.

Article 175 The articles of association of the securities industry association shall be formulated by the general meeting of members and submitted to the securities regulatory authority under the State Council for the record.

Article 176 The Securities Industry Association shall perform the following duties:

(I) educate and organize members to comply with securities laws and administrative regulations;

(II) safeguard the legitimate rights and interests of members in accordance with the law, and reflect the suggestions and requirements of members to the securities regulatory body;

(III) collecting securities information and providing services to members;

(IV) formulate rules that members should abide by, organize business training for employees of member units, and carry out business exchanges among members;

(V) the mediation of securities business disputes between members and between members and clients;

(VI) organize members to conduct research on the development, operation and relevant contents of the securities industry;

(VII) supervise and inspect the conduct of members, and impose disciplinary sanctions on those who violate laws, administrative regulations or the articles of association of the association in accordance with the relevant provisions;

(VIII) other duties stipulated in the articles of association of the securities industry.

Article 177 The Securities Industry Association shall have a Council. The members of the Council shall be elected in accordance with the provisions of the Constitution.

Chapter X Securities Regulatory Institutions

Article 178 The securities regulatory authority under the State Council shall supervise and manage the securities market in accordance with the law, maintain the order of the securities market and ensure its lawful operation.

Article 179 The securities regulatory authority under the State Council shall perform the following duties in the supervision and administration of the securities market:

The (I) shall formulate rules and regulations on the supervision and administration of the securities market in accordance with the law, and exercise the power of examination and approval or approval in accordance with the law;

The (II) shall supervise and manage the issuance, listing, trading, registration, depository and settlement of securities in accordance with the law;

The (III) shall supervise and manage the securities business activities of securities issuers, listed companies, securities companies, securities investment fund management companies, securities service institutions, stock exchanges and securities registration and settlement institutions in accordance with the law;

The (IV) shall, in accordance with the law, formulate qualification standards and codes of conduct for personnel engaged in securities business and supervise their implementation;

(V) supervise and inspect the disclosure of information on the issuance, listing and trading of securities in accordance with the law;

(VI) guide and supervise the activities of the securities industry association in accordance with the law;

(VII) investigate and deal with violations of laws and administrative regulations on the supervision and management of the securities market in accordance with the law;

(VIII) other duties prescribed by laws and administrative regulations.

The securities regulatory authority under the State Council may establish a supervision and management cooperation mechanism with the securities regulatory authorities of other countries or regions to implement cross-border supervision and management.

Article 180 The securities regulatory authority under the State Council shall have the right to take the following measures to perform its duties in accordance with the law:

(I) conduct on-site inspections of securities issuers, listed companies, securities companies, securities investment fund management companies, securities service institutions, stock exchanges, and securities registration and settlement institutions;

(II) entering the place where the suspected illegal act occurred to investigate and collect evidence;

(III) interrogate the parties and the units and individuals related to the incident under investigation and require them to explain the matters related to the incident under investigation;

(IV) consult and copy the property rights registration, communication records and other materials related to the incident under investigation;

(V) access to and copy the securities transaction records, registration and transfer records, financial and accounting information and other relevant documents and information of the parties and units and individuals related to the incident under investigation; documents and information that may be transferred, concealed or destroyed may be sealed;

(VI) inquire about the fund accounts, securities accounts and bank accounts of the parties concerned and the units and individuals related to the incident under investigation; if there is evidence that illegal funds, securities and other property involved in the case have been or may be transferred or concealed, or important evidence has been concealed, forged or destroyed, it may be frozen or sealed with the approval of the principal person in charge of the securities regulatory authority under the State Council;

When investigating major securities violations such as manipulation of the securities market and insider trading, the (VII) may, with the approval of the principal person in charge of the securities regulatory authority under the State Council, restrict the securities trading of the parties under investigation, but the period of restriction shall not exceed 15 trading days; if the case is complicated, it may be extended for 15 trading days.

Article 181 The securities regulatory authority under the State Council shall perform its duties in accordance with the law and conduct supervision, inspection or investigation. The number of persons supervising, inspection and investigation shall not be less than two, and shall produce legal documents and supervision, inspection and investigation notices. If there are fewer than two persons involved in supervision, inspection and investigation or if they fail to produce their legal certificates and the notice of supervision, inspection and investigation, the unit under inspection or investigation shall have the right to refuse.

Article 182 The staff of the securities regulatory body under the State Council must be loyal to their duties, act in accordance with the law, be fair and honest, and must not take advantage of their positions to seek illegitimate interests, and must not disclose the business secrets of relevant units and individuals that they know.

Article 183 The securities regulatory authority under the State Council shall perform its duties in accordance with the law, and the units and individuals under inspection and investigation shall cooperate, provide relevant documents and materials truthfully, and shall not refuse, hinder or conceal them.

Article 184 The regulations, rules and supervision and management work system formulated by the securities regulatory authority under the State Council according to law shall be made public.

The securities regulatory authority under the State Council shall, on the basis of the investigation results, make public the decisions on penalties for securities violations.

Article 185 The securities regulatory authority under the State Council shall establish a mechanism for sharing information on supervision and administration with other financial regulatory authorities under the State Council.

When the securities regulatory authority under the State Council performs its duties and conducts supervision and inspection or investigation in accordance with the law, the relevant departments shall cooperate.

Article 186 If the securities regulatory authority under the State Council performs its duties in accordance with the law and discovers that a securities violation is suspected of a crime, it shall transfer the case to the judicial organ for handling.

Article 187 Personnel of the securities regulatory authority under the State Council shall not hold posts in the institutions under supervision.

Chapter XI Legal Liability

Article 188 Anyone who issues securities publicly or in a disguised form without the approval of a statutory authority shall be ordered to stop the issuance, refund the funds raised and add the interest on bank deposits for the same period, and impose an illegal amount of funds raised not less than 1% but not more than 5%. Fines; companies established by unauthorized public or disguised public issuance of securities shall be banned by institutions or departments performing supervisory and management duties in conjunction with local people's governments at or above the county level. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 189 Where an issuer does not meet the conditions for issuance and fraudulently obtains approval for issuance and has not yet issued securities, it shall be fined not less than 300,000 yuan but not more than 600,000 yuan; if securities have already been issued, it shall be fined not less than 1% yuan but not more than 5% yuan in the amount of funds illegally raised. A fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed on the person-in-charge and other persons directly responsible.

If the controlling shareholder or the actual controller of the issuer instiles the illegal act in the preceding paragraph, he shall be punished in accordance with the provisions of the preceding paragraph.

Article 190 Where a securities company underwrites or acts as an agent to buy or sell securities publicly issued without approval, it shall be ordered to stop the underwriting or agency trading, the illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 300,000 yuan, a fine of not less than 300,000 yuan but not more than 600,000 yuan shall be imposed. If losses are caused to investors, they shall be jointly and severally liable with the issuer. The person in charge and other persons directly responsible shall be given a warning, their qualifications for holding posts or securities practice shall be revoked, and a fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed.

Article 191 If a securities company underwrites securities and commits any of the following acts, it shall be ordered to make corrections, given a warning, confiscate the illegal income, and may also impose a fine of not less than 300,000 yuan but not more than 600,000 yuan; if the circumstances are serious, the relevant business license shall be suspended or revoked. If losses are caused to other securities underwriting institutions or investors, they shall be liable for compensation in accordance with the law. The person in charge and other persons directly responsible shall be given a warning, and a fine of not less than 30,000 yuan but not more than 300,000 yuan may be imposed; if the circumstances are serious, the post-holding qualification or securities practice qualification shall be revoked:

(I) advertising or other promotional activities that are false or misleading to investors;

(II) soliciting underwriting business by means of unfair competition;

(III) other violations of the provisions of the securities underwriting business.

Article 192 If a sponsor issues a recommendation letter with false records, misleading statements or major omissions, or fails to perform other statutory duties, it shall be ordered to make corrections, given a warning, confiscate business income, and impose a business income of more than one time and five times. The following is a fine; if the circumstances are serious, the relevant business license shall be suspended or revoked. The person in charge directly responsible and other persons directly responsible shall be given a warning and imposed a fine of not less than 30,000 yuan but not more than 300,000 yuan; if the circumstances are serious, the post-holding qualification or securities practice qualification shall be revoked.

Article 193 If an issuer, listed company or other information disclosure obligor fails to disclose information in accordance with the provisions, or if the information disclosed contains false records, misleading statements or material omissions, it shall be ordered to make corrections, given a warning and imposed a fine of not less than 300,000 yuan but not more than 600,000 yuan. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

If the issuer, listed company or other information disclosure obligor fails to submit the relevant report in accordance with the provisions, or if the report submitted contains false records, misleading statements or material omissions, it shall be ordered to make corrections, given a warning, and a fine of not less than 300,000 yuan but not more than 600,000 yuan shall be imposed. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

If the controlling shareholder or actual controller of the issuer, listed company or other information disclosure obligor instibes to engage in the illegal acts of the preceding two paragraphs, it shall be punished in accordance with the provisions of the preceding two paragraphs.

Article 194 Where an issuer or a listed company changes the use of the funds raised by the public offering of securities without authorization, it shall be ordered to make corrections, the person in charge directly responsible and other persons directly responsible shall be given a warning, and a fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed.

If the issuer, the controlling shareholder or the actual controller of the listed company instigators to engage in the illegal acts mentioned in the preceding paragraph, they shall be given a warning and fined not less than 300,000 yuan but not more than 600,000 yuan. The persons directly in charge and other persons directly responsible shall be punished in accordance with the provisions of the preceding paragraph.

Article 195 If a director, supervisor, senior manager or shareholder of a listed company who holds more than 5% of the shares of the listed company buys or sells the shares of the company in violation of the provisions of Article 47 of this Law, he shall be given a warning and may be fined not less than 30,000 yuan but not more than 100,000 yuan.

Article 196 Whoever illegally opens a securities trading place shall be banned by the people's government at or above the county level, the illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 100,000 yuan, a fine of not less than 100,000 yuan but not more than 500,000 yuan shall be imposed. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 197 Anyone who establishes a securities company or illegally operates securities business without approval shall be banned by the securities regulatory agency, confiscate the illegal income, and impose a fine of not less than one time but not more than five times the illegal income; if there is no illegal income or the illegal income is less than 300,000 yuan, a fine of not less than 300,000 yuan but not more than 600,000 yuan shall be imposed. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 198 Whoever, in violation of the provisions of this Law, employs a person who does not have the qualifications to hold a post or to practice securities shall be ordered by the securities regulatory authority to make corrections, given a warning, and may also be fined not less than 100,000 yuan but not more than 300,000 yuan; the person in charge directly responsible shall be given a warning and may also be fined not less than 30,000 yuan but not more than 100,000 yuan.

Article 199 Where a person who is prohibited by law or administrative regulations from participating in stock trading holds or buys or sells stocks directly or under a pseudonym or in the name of another person, he shall be ordered to dispose of the illegally held stocks in accordance with the law, his illegal income shall be confiscated, and he shall be fined not more than the equivalent value of the stocks bought or sold; if he belongs to a state official, he shall also be given administrative sanctions in accordance with the law.

Article 200: Employees of stock exchanges, securities companies, securities registration and settlement institutions, securities service institutions, or staff of securities industry associations deliberately provide false information, conceal, forge, tamper with or damage transaction records, and lure investors to buy and sell securities., Revoke the qualification of securities practitioners and impose a fine of 30,000 yuan to 100,000 yuan; if they are state employees, they shall also be given administrative sanctions according to law.

Article 201 Securities service institutions and personnel who issue audit reports, asset appraisal reports or legal opinions for the issuance, listing and trading of stocks in violation of the provisions of Article 45 of this Law shall be ordered to deal with the illegally held stocks in accordance with the law, confiscate the illegal income, and impose a fine of less than the equivalent value of the stocks traded.

Article 202 Any person who knows the inside information of securities trading or who illegally obtains the inside information, before the issuance or trading of securities or other information that has a significant impact on the price of securities is disclosed, buys or sells the securities, or divulges the information, or advises others to buy or sell the securities, shall be ordered to deal with the securities illegally held in accordance with the law, confiscate the illegal income, and impose a fine of not less than one time and not more than five times the illegal income; if there is no illegal income or the illegal income is less than 30,000 yuan, a fine of 30,000 yuan to 600,000 yuan shall be imposed. If a unit engages in insider trading, it shall also give a warning to the person in charge and other persons directly responsible, and impose a fine of not less than 30,000 yuan but not more than 300,000 yuan. A staff member of a securities regulatory body who engages in insider trading shall be given a heavier punishment.

Article 203 Whoever, in violation of the provisions of this Law, manipulates the securities market shall be ordered to deal with the illegally held securities according to law, the illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 300000 yuan, a fine of not less than 300000 yuan but not more than 3 million yuan shall be imposed. If a unit manipulates the securities market, it shall also give a warning to the person in charge and other persons directly responsible, and impose a fine of not less than 100,000 yuan but not more than 600,000 yuan.

Article 204 Whoever, in violation of the provisions of the law, buys or sells securities within the period of restriction on transfer shall be ordered to make corrections, given a warning and imposed a fine of not more than the equivalent value of the securities bought or sold. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 205 Where a securities company, in violation of the provisions of this Law, provides margin trading and securities lending for clients to buy and sell securities, the illegal income shall be confiscated, the relevant business license shall be suspended or revoked, and a fine of less than the equivalent value of the illegal margin trading and securities lending shall be imposed. The person in charge and other persons directly responsible shall be given a warning, their qualifications for holding posts or securities practice shall be revoked, and a fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed.

Article 206 Whoever, in violation of the provisions of paragraphs 1 and 3 of Article 78 of this Law, disrupts the securities market shall be ordered by the securities regulatory authority to make corrections, confiscate the illegal income, and impose a fine of not less than one time but not more than five times the illegal income; if there is no illegal income or the illegal income is less than 30,000 yuan, a fine of not less than 30,000 yuan but not more than 200,000 yuan shall be imposed.

Article 207 Whoever, in violation of the provisions of the second paragraph of Article 78 of this Law, makes false statements or misleads information in securities trading activities shall be ordered to make corrections and be fined not less than 30,000 yuan but not more than 200,000 yuan; if he is a state worker, he shall also be given administrative sanctions in accordance with the law.

Article 208 Where a legal person, in violation of the provisions of this Law, establishes an account in the name of another person or uses the account of another person to buy or sell securities, it shall be ordered to make corrections, the illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 30,000 yuan, a fine of not less than 30,000 yuan but not more than 300,000 yuan. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 100,000 yuan.

Where a securities company provides its own or another person's securities trading accounts for the illegal acts specified in the preceding paragraph, in addition to being punished in accordance with the provisions of the preceding paragraph, it shall also revoke the qualifications of the directly responsible supervisors and other directly responsible personnel or the qualifications of securities practitioners.

Article 209 Where a securities company, in violation of the provisions of this Law, engages in self-operated securities business in the name of another person or in the name of an individual, it shall be ordered to make corrections, the illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed; if the circumstances are serious, the license for self-operated securities business shall be suspended or revoked. The directly responsible person in charge and other directly responsible personnel shall be given a warning, their qualifications for holding posts or securities practice shall be revoked, and a fine of not less than 30,000 yuan but not more than 100,000 yuan shall be imposed.

Article 210 If a securities company buys or sells securities in violation of the client's entrustment, handles trading matters, or handles other matters other than trading in violation of the client's true intention, it shall be ordered to make corrections and shall be fined not less than 10,000 yuan but not more than 100,000 yuan. If losses are caused to customers, they shall be liable for compensation in accordance with the law.

Article 211 Where a securities company or a securities registration and clearing institution misappropriates a client's funds or securities, or buys or sells securities for a client without the client's entrustment, it shall be ordered to make corrections, its illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than 100,000 yuan, a fine of not less than 100,000 yuan but not more than 600,000 yuan shall be imposed, order to close or revoke the relevant business license. The person in charge and other persons directly responsible shall be given a warning, their qualifications for holding posts or securities practice shall be revoked, and a fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed.

Article 212 Where a securities company handles brokerage business and accepts the client's full authorization to buy and sell securities, or the securities company makes a promise to the client's income from buying and selling securities or to compensate for the loss of securities trading, it shall be ordered to make corrections, the illegal income shall be confiscated, and a fine of not less than 50000 yuan but not more than 200000 yuan shall be imposed, and the relevant business license may be suspended or revoked. The person in charge directly responsible and other persons directly responsible shall be given a warning and imposed a fine of not less than 30,000 yuan but not more than 100,000 yuan, and their qualifications for holding posts or securities practice may be revoked.

Article 213 If the purchaser fails to perform the obligations of the announcement of the acquisition of the listed company, issue the acquisition offer, submit the acquisition report of the listed company in accordance with the provisions of this Law, or changes the acquisition offer without authorization, it shall be ordered to make corrections, given a warning, and imposed A fine of not less than 100,000 yuan but not more than 300,000 yuan; before the correction, the purchaser shall not exercise voting rights on the shares purchased by it or jointly purchased with others through agreements or other arrangements. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 214 Where an acquirer or the controlling shareholder of the acquirer takes advantage of a listed company to make an acquisition and damages the legitimate rights and interests of the acquired company and its shareholders, it shall be ordered to make corrections and given a warning; if the circumstances are serious, a fine of not less than 100,000 yuan but not more than 600,000 yuan shall be imposed. If losses are caused to the acquired company and its shareholders, the company shall be liable for compensation in accordance with the law. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 215 Where a securities company and its employees, in violation of the provisions of this Law, privately accept the entrustment of clients to buy or sell securities, it shall be ordered to make corrections, given a warning, confiscate the illegal income, and impose a fine of not less than one time but not more than five times the illegal income; if there is no illegal income or the illegal income is less than 100,000 yuan, a fine of not less than 100,000 yuan but not more than 300,000 yuan shall be imposed.

Article 216 Where a securities company, in violation of the regulations, deals in unlisted securities without approval, it shall be ordered to make corrections, its illegal gains shall be confiscated, and a fine of not less than one time but not more than five times its illegal gains shall be imposed.

Article 217 If a securities company fails to start business for more than three months without justifiable reasons after its establishment, or suspends business for more than three consecutive months after its opening, the company registration authority shall revoke its company business license.

Article 218 Where a securities company, in violation of the provisions of Article 129 of this Law, establishes, acquires or revokes a branch without authorization, or merges, splits, goes out of business, dissolves or goes bankrupt, or establishes, acquires or participates in a securities business institution abroad, it shall be ordered to make corrections, the illegal income shall be confiscated and a fine of not less than one time but not more than five times the illegal income shall be imposed; where there is no illegal income or where the illegal income is less than 100,000 yuan, A fine of not less than 100,000 yuan but not more than 600,000 yuan shall be imposed. The person in charge directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 100,000 yuan.

If a securities company violates the provisions of Article 129 of this Law and changes relevant matters without authorization, it shall be ordered to make corrections and shall be fined not less than 100,000 yuan but not more than 300,000 yuan. The person in charge directly responsible shall be given a warning and fined not more than 50,000 yuan.

Article 219 If a securities company violates the provisions of this Law and operates securities business beyond the scope of its business license, it shall be ordered to make corrections, confiscate its illegal income, and impose a fine of not less than one time but not more than five times its illegal income; if there is no illegal income or the illegal income is less than 300000 yuan, it shall be fined not less than 300000 yuan but not more than 600000 yuan; if the circumstances are serious, it shall be ordered to close. The directly responsible person in charge and other directly responsible personnel shall be given a warning, their qualifications for holding posts or securities practice shall be revoked, and a fine of not less than 30,000 yuan but not more than 100,000 yuan shall be imposed.

Article 220 If a securities company fails to handle its securities brokerage business, securities underwriting business, securities self-operation business, and securities asset management business separately and mixed operations in accordance with the law, it shall be ordered to make corrections, confiscate the illegal income, and impose a penalty of 300,000 yuan. A fine of not less than 600,000 yuan; if the circumstances are serious, the relevant business license shall be revoked. The person in charge directly responsible and other persons directly responsible shall be given a warning and imposed a fine of not less than 30,000 yuan but not more than 100,000 yuan; if the circumstances are serious, the post-holding qualification or securities practice qualification shall be revoked.

Article 221 Where a securities company submits false certification documents or adopts other fraudulent means to conceal important facts to obtain a securities business license, or if a securities company has committed serious violations in securities trading and no longer has the qualifications to operate, the securities regulatory authority shall revoke the securities business license.

Article 222 Where a securities company or its shareholders or actual controllers, in violation of regulations, refuse to submit or provide business management information and materials to the securities regulatory authority, or the business management information and materials submitted or provided contain false records, misleading statements or major omissions, it shall be ordered to make corrections, given a warning, and imposed a fine of not less than 30,000 yuan but not more than 300,000 yuan, and the relevant business license of the securities company may be suspended or revoked. The directly responsible person in charge and other directly responsible persons shall be given a warning and imposed a fine of less than 30,000 yuan, and their qualifications or securities practice qualifications may be revoked.

If a securities company provides financing or guarantee for its shareholders or their affiliates, it shall be ordered to make corrections, given a warning, and imposed a fine of not less than 100,000 yuan but not more than 300,000 yuan. The directly responsible person in charge and other directly responsible persons shall be fined not less than 30,000 yuan but not more than 100,000 yuan. If a shareholder is at fault, the securities regulatory authority under the State Council may restrict his shareholders' rights before making corrections as required; if he refuses to make corrections, he may be ordered to transfer his equity in the securities company.

Article 223 If a securities service institution fails to exercise due diligence and the documents produced or issued contain false records, misleading statements or material omissions, it shall be ordered to make corrections, confiscate its business income, suspend or revoke its securities service business license, and impose a fine of not less than one time but not more than five times its business income. The directly responsible person in charge and other directly responsible persons shall be given a warning, the securities practice qualification shall be revoked, and a fine of not less than 30000 yuan but not more than 100000 yuan shall be imposed.

Article 224 Whoever, in violation of the provisions of this Law, issues or underwrites corporate bonds shall be punished by the department authorized by the State Council in accordance with the relevant provisions of this Law.

Article 225 if a listed company, securities company, stock exchange, securities registration and settlement institution or securities service institution fails to keep relevant documents and materials in accordance with the relevant provisions, it shall be ordered to make corrections and given a warning, and a fine of not less than 30000 yuan but not more than 300000 yuan shall be imposed; those who conceal, forge, tamper with or damage relevant documents and materials shall be given a warning and a fine of not less than 300000 yuan but not more than 600000 yuan but not more than 600000 yuan.

Article 216 Where a securities registration and clearing agency is established without the approval of the securities regulatory agency under the State Council, the securities regulatory agency shall ban it, confiscate the illegal income, and impose a fine of not less than one time but not more than five times the illegal income.

If an investment consulting institution, financial advisory institution, credit rating institution, asset appraisal institution or accounting firm engages in securities service business without approval, it shall be ordered to make corrections, the illegal income shall be confiscated, and a fine of not less than one time but not more than five times the illegal income shall be imposed.

If a securities registration and settlement institution or a securities service institution violates the provisions of this law or the business rules formulated according to law, the securities regulatory authority shall order it to make corrections, confiscate the illegal income, and impose a fine of not less than one time but not more than five times the illegal income; if there is no illegal income or the illegal income is less than 100,000 yuan, a fine of not less than 100,000 yuan but not more than 300,000 yuan shall be imposed; if the circumstances are serious, It shall be ordered to close or revoked.

Article 227 Where the securities regulatory body under the State Council or a department authorized by the State Council is under any of the following circumstances, the person in charge directly responsible and other persons directly responsible shall be given administrative sanctions in accordance with the law:

(I) the approval and approval of applications for the issuance of securities or the establishment of securities companies that do not comply with the provisions of this Law;

The (II), in violation of the provisions, takes measures such as on-site inspection, investigation and evidence collection, inquiry, freezing or sealing up as stipulated in Article 180 of this Law;

(III) imposing administrative penalties on relevant institutions and personnel in violation of regulations;

(IV) other acts of failing to perform their duties in accordance with the law.

Article 228 If the staff of the securities regulatory body and the members of the issuance review committee fail to perform the duties stipulated in this law, abuse their powers, neglect their duties, take advantage of their positions to seek illegitimate interests, or disclose the business secrets of relevant units and individuals they know, they shall be investigated for legal responsibility according to law.

Article 229 Where a stock exchange approves an application for the listing of securities that does not meet the requirements of this Law,

A warning is given, business income is confiscated, and a fine of not less than one and not more than five times the business income is imposed. The person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 30,000 yuan but not more than 300,000 yuan.

Article 230 Whoever refuses or obstructs the securities regulatory body and its staff from exercising their powers of supervision, inspection and investigation in accordance with the law without using violence or threats shall be punished for public security administration in accordance with the law.

Article 231 Anyone who violates the provisions of this Law and constitutes a crime shall be investigated for criminal responsibility according to law.

Article 232 If a person violates the provisions of this Law and shall bear civil liability for compensation and pay fines or penalties, but his property is insufficient to pay at the same time, he shall bear civil liability for compensation first.

Article 233 Where a violation of laws, administrative regulations or the relevant provisions of the securities regulatory authority under the State Council is serious, the securities regulatory authority under the State Council may take measures to prohibit the relevant responsible persons from entering the securities market.

The term "prohibition of entry into the securities market" as mentioned in the preceding paragraph refers to the system whereby no one may engage in securities business or serve as a director, supervisor or senior manager of a listed company for a certain period of time up to a lifetime.

Article 234 All fines and illegal income confiscated in accordance with this Law shall be turned over to the State Treasury.

Article 235 If a party is not satisfied with the penalty decision of the securities regulatory authority or the department authorized by the State Council, it may apply for administrative reconsideration according to law, or directly file a lawsuit in a people's court according to law.

Chapter XII Supplementary Provisions

Article 236 Securities that have been approved for listing and trading on stock exchanges in accordance with administrative regulations before the implementation of this Law continue to be traded in accordance with law.

Securities institutions established upon approval in accordance with the administrative regulations and the provisions of the financial administrative department of the State Council before the implementation of this Law shall meet the requirements of this Law within the prescribed time limit if they do not fully comply with the provisions of this Law. The specific implementation measures shall be formulated separately by the State Council.

Article 237 An issuer applying for approval of a public offering of shares or corporate bonds shall pay an examination fee in accordance with the provisions.

Article 238 The direct or indirect issuance of securities abroad by a domestic enterprise or the listing and trading of its securities abroad must be approved by the securities regulatory authority under the State Council in accordance with the provisions of the State Council.

Article 239 Where the shares of domestic companies are subscribed and traded in foreign currencies, the specific measures shall be separately prescribed by the State Council.

Article 240 This Law shall enter into force as of January 1, 2006.