中国证券法英文版Chinese Securities Law English Version 1Word格式文档下载.docx

1、Article_1 This Law is promulgated for the purposes of standardizing issuance and trading of securities, protecting the legal rights and interests of the investors, safeguarding social and economic order and public interest and promoting the development of the socialist market economy. Article_2 The

2、provisions of this Law shall apply to the issuance and trading of shares, corporate bonds and other securities determined by the State Council within the Peoples Republic of China in accordance with the provisions of the law. Where there are no relevant provisions in this Law, the provisions of the

3、Company Law of the Peoples Republic of China and other laws and administrative regulations shall apply. The provisions of this Law shall apply to the trading of listed treasury bonds and securities investment fund units. Where there are special provisions in other laws and administrative regulations

4、, such provisions shall prevail. The administrative measures on issuance and trading of securities derivatives shall be formulated by the State Council in accordance with the principle of this Law. 1 Article_3 Issuance and trading of securities shall comply with the principles of transparency, equit

5、y and fairness. Article_4 Parties engaging in issuance and trading of securities shall enjoy equal legal status and shall comply with the principles of voluntary participation, compensation and honesty and trustworthiness. Article_5 Issuance and trading of securities shall comply with the provisions

6、 of laws and administrative regulations; fraud, insider trading and manipulation of the securities market shall be prohibited. Article_6 The securities industry and banking industry, trust industry and insurance industry shall implement industry operations and administration separately; securities c

7、ompanies, banks, trust organizations and insurance organizations shall be established separately, unless otherwise provided by the State. Article_7 The securities regulatory authorities of the State Council shall implement unified supervision and administration on the securities market nationwide in

8、 accordance with the provisions of the law. The securities regulatory authorities of the State Council may establish representative offices based on the actual needs to perform supervision and administration duties as authorized. Article_8 Under the prerequisite of unified State supervision and admi

9、nistration on issuance and trading of securities and the securities industry association shall be established in accordance with the provisions of the law to implement self-governance. 2 Article_9 State audit authorities shall carry out audit and supervision over stock exchanges, securities companie

10、s, securities registration and settlement organizations and securities regulatory authorities in accordance with the provisions of the law. Chapter II Issuance of Securities Article_10 Public offering of securities shall satisfy the criteria provided in the laws and administrative regulations and ob

11、tain the approval of the securities regulatory authorities of the State Council or authorized department（s） of the State Council in accordance with the provisions of the law. No organization or individual shall issue securities for public offering without obtaining prior approval in accordance with

12、the provisions of the law. The following situations shall be deemed as a public offering: （1） offering of securities to non-specific targets;（2） offering of securities to more than 200 specific targets; and （3） other offerings provided by the laws and administrative regulations. Private offering of

13、securities shall not carry out advertising, open solicitation and disguised publicity campaigns. Article_11 Issuers applying to make a public share offering or to issue convertible corporate bonds by way of underwriting in accordance with the provisions of the law or to make a public offering of oth

14、er securities which require a sponsor as provided by the laws and administrative regulations shall appoint a qualified organization to act as a sponsor. A sponsor shall comply with business rules and industry norms and the principles of honesty and trustworthiness and due diligence to conduct due di

15、ligence review on the application documents and information disclosure of the issuer and supervise the conduct of the issuer. 3 The qualifications of sponsors and the relevant administrative measures on sponsors shall be provided by the securities regulatory authorities of the State Council. Article

16、_12 Public offering of shares for the establishment of a company limited by shares shall satisfy the criteria stipulated in the Company Law of the Peoples Republic of China and other requirements provided by the securities regulatory authorities of the State Council; an application for share offerin

17、g and the following documents shall be submitted to the securities regulatory authorities of the State Council: （1） articles of association of the company ;（2） founders agreement;（3） name of the founders, shares subscribed by the founders, type of capital contribution and capital verification certif

18、icate;（4） prospectus;（5） name and address of the receiving bank;（6） name of the underwriter and the relevant agreement. The sponsors letter for issuance issued by the sponsor shall be submitted if a sponsor is appointed in accordance with the provisions of this Law. Where the laws and administrative

19、 regulations provide that the establishment of a company requires approval, the relevant approval documents shall be submitted. Article_13 A company proposing to making a public offering of new shares shall satisfy the following requirements:（1） it has a proper and well-functioning organization stru

20、cture;（2） it has made profits in consecutive years and is in good financial standing; （3） its financial accounting documents in the past three years do not contain any fraudulent entries and it has not committed a major violation of law; and （4） other requirements provided by the securities regulato

21、ry authorities of the State Council. 4 Private offering of new shares by listed companies shall satisfy the criteria stipulated by the securities regulatory authorities of the State Council and the approval of the securities regulatory authorities of the State Council is required. Article_14 A compa

22、ny proposing to make a public share offering shall submit an application for share offering and the following documents to the securities regulatory authorities of the State Council:（1） business license of the company;（2） articles of association of the company;（3） resolution of a shareholders genera

23、l meeting;（5） financial accounting report;（6） name and address of the receiving bank;（7） name of the underwriter and the relevant agreement. Article_15 Companies shall use the proceeds from their public share offering for the usage purpose set out in the prospectus. Where the proceeds are proposed t

24、o be used for a different usage purpose, a resolution of a shareholders general meeting is required. Where a company uses the proceeds for a different usage purpose arbitrarily and fails to make correction or such act is not ratified by a shareholders general meeting, it shall be prohibited from mak

25、ing a public offering of new shares. Article_16 A public offering of corporate bonds shall satisfy the following requirements: （1） the net assets of a company limited by shares shall not be less than RMB30 million; the net assets of a limited liability company shall not be less than RMB60 million;5

26、（2） the cumulative balance of corporate bonds shall not exceed 40% of the companys net assets;（3） the average distributable profits in the past three years are sufficient to pay out interest for one year of the corporate bonds;（4） the usage purpose of the proceeds shall comply with State industrial

27、policies; （5） the coupon rate of the corporate bonds shall not exceed the coupon rate stipulated by the State Council;（6） other requirements stipulated by the State Council. The proceeds from a public offering of corporate bonds shall be used for approved purpose（s） only and shall not be used to mak

28、e up for losses or to pay for non-production expenses. Listed companies issuing convertible corporate bonds shall, in addition to the requirements stipulated in item （1）, satisfy the requirements stipulated in this Law for public offering of shares; and shall obtain the approval of the securities re

29、gulatory authorities of the State Council. Article_17 Companies proposing to make a public offering of corporate bonds shall submit the following documents to the authorized department（s） of the State Council or the securities regulatory authorities of the State Council:（2） articles of association of the company ;（3） method of offering of corporate bonds;（4） asset valuation report and capital verification report;（5） other documents required by the authorized department（s） of the