证券法英文版.docx

1、证券法英文版证券法英文版 证券法英文版 证券法英文版新证券法英文版Securities Law of the Peoples Republic of China (revised in 2005) The Securities Law of the Peoples Republic of China, which was revised and adopted at the 18th Meeting of the Standing Committee of the 10 Securities Law of the Peoples Republic of China (revised in 20

2、05)The Securities Law of the Peoples Republic of China, which was revised and adopted at the 18th Meeting of the Standing Committee of the 10th National Peoples Congress of the Peoples Republic of China on October 27, 2005 are hereby promulgate and shall be implemented as of January 1, 2006.Presiden

3、t of the Peoples Republic of China, Hu JintaoOctober 27, 2005Securities Law of the Peoples Republic of China (revised in 2005)(Adopted at the 6th Meeting of the Standing Committee of the 9th National Peoples Congress on December 29, 1998, revised at the 18th Meeting of the Standing Committee of the

4、Tenth National Peoples Congress of the Peoples Republic of China on October 27, 2005 according to the Decision on Revising the Securities Law of the Peoples Republic of China as made at the 11th meeting of the Standing Committee of the 10th Peoples Congress on August 28, 2004)ContentsChapter I Gener

5、al ProvisionsChapter II Issuance of SecuritiesChapter III Transaction of SecuritiesSection I General ProvisionsSection II Listing of SecuritiesSection III On-going Disclosure of InformationSection IV Prohibited Trading ActsChapter IV Acquisition of Listed CompaniesChapter V Stock ExchangesChapter VI

6、 Securities CompaniesChapter VII Securities Registration and Clearing InstitutionsChapter VIII Securities Trading Service InstitutionsChapter IX Securities Industrial AssociationChapter X Security Regulatory BodiesChapter XI Legal LiabilitiesChapter XII Supplementary ArticlesChapter I General Provis

7、ionsArticle 1 The present Law is formulated for the purpose of regulating the issuance and transaction of securities, protecting the lawful rights and interests of investors, safeguarding the economic order and public interests of the society and promoting the growth of the socialist market economy.

8、Article 2 The present Law shall be applied to the issuance and transaction of stocks, corporate bonds as well as any other securities as lawfully recognized by the State Council within the territory of the Peoples Republic of China. Where there is no such provision in the present Law, the provisions

9、 of the Corporation Law of the Peoples Republic of China and other relevant laws and administrative regulations shall be applied. Any listed trading of government bonds and share of securities investment funds shall be governed by the present Law. Where there is any special provision in any other la

10、w or administrative regulation, the special provision shall prevail. The measures for the administration of issuance and transaction of securities derivatives shall be prescribed by the State Council according to the principles of the present Law.Article 3 The issuance and transaction of securities

11、shall adhere to the principles of openness, fairness and impartiality.Article 4 The parties involved in any issuance or transaction of securities shall have equal legal status and shall persist in the principles of free will, compensation and integrity and creditworthy.Article 5 The issuance and tra

12、nsaction of securities shall observe laws and administrative regulations. No fraud, insider trading or manipulation of the securities market may be permitted.Article 6 The divided operation and management shall be adopted by the industries of securities, banking, trust as well as insurance. The secu

13、rities companies and the business organs of banks, trust and insurance shall be established separately, unless otherwise provided for by the state.Article 7 The securities regulatory authority under the State Council shall adopt a centralized and unified supervision and administration of the nationa

14、l securities market. The securities regulatory authority under the State Council may, in light of the relevant requirements, establish dispatched offices, which shall perform their duties and functions of supervision and administration upon the authorization.Article 8 Under the centralized and unifi

15、ed supervision and administration of the state regarding the issuance and transaction of securities, a securities industrial association shall be lawfully established, which shall adopt the self-regulating administration.Article 9 The auditing organ of the state shall carry out auditing supervision

16、of stock exchanges, securities companies, securities registration and clearing institutions and securities regulatory bodies.Chapter II Issuance of SecuritiesArticle 10 A public issuance of securities shall satisfy the requirements of the relevant laws and administrative regulations and shall be rep

17、orted to the securities regulatory authority under the State Council or a department upon authorization by the State Council for examination and approval according to law. Without any examination and approval according to law, no entity or individual may make a public issuance of any securities. It

18、shall be deemed as a public issuance upon the occurrence of any of the following circumstances:(1) Making a public issuance of securities to non-specified objects;(2) Making a public issuance of securities to accumulatively more than 200 specified objects; or(3) Making a public issuance as prescribe

19、d by any law or administrative regulation. For any securities that are not issued in a public manner, the means of advertising, public inducement or public issuance in any disguised form may not be adopted thereto.Article 11 An issuer that files an application for public issuance of stocks or conver

20、tible corporate bonds by means of underwriting according to law or for public issuance of any other securities, to which a recommendation system is applied, as is prescribed by laws and administrative regulations, shall employ an institution with the qualification of recommendation as its recommenda

21、tion party. A recommendation party shall abide by operational rules and industrial norms and, on the basis of the principles of being honesty, creditworthy, diligent and accountable, carry out a prudent examination of application documents and information disclosure materials of its issuers as well

22、as supervise and urge its issuers to operate in a regulative manner. The qualification of the recommendation party as well as the relevant measures for administration shall be formulated by the securities regulatory authority under the State Council.Article 12 A public offer of stocks for establishi

23、ng a stock-limited company shall satisfy the requirements as prescribed in the Corporation Law of the Peoples Republic of China as well as any other requirements as prescribed by the securities regulatory authority under the State Council, which have been approved by the State Council. An applicatio

24、n for public offer of stocks as well as the following documents shall be reported to the securities regulatory authority under the State Council:(1) The constitution of the company;(2) The promoters agreement;(3) The name or title of the promoter, the amount of shares as subscribed by the promoter,

25、the category of contributed capital as well as the capital verification certification;(4) The prospectus;(5) The name and address of the bank that receives the funds as generated from the issuance of stocks on the behalf of the company; and(6) The name of the underwriting organization as well as the

26、 relevant agreements. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well. In case the establishment of a company shall be reported for approval, as prescribed by

27、laws and administrative regulations, the relevant approval documents shall be submitted as well.Article 13 An initial public offer (IPO) of stocks of a company shall satisfy the following requirements:(1) Having a complete and well-operated organization;(2) Having the capability of making profits su

28、ccessively and a sound financial status;(3) Having no false record in its financial statements over the latest 3 years and having no other major irregularity; and(4) Meeting any other requirements as prescribed by the securities regulatory authority under the State Council, which has been approved b

29、y the State Council. A listed company that makes any initial non-public offer of stocks shall satisfy the requirements as prescribed by the securities regulatory authority under the State Council, which have been approved by the State Council and shall be reported to the securities regulatory author

30、ity under the State Council for examination and approval.Article 14 A company that makes an IPO of stocks shall apply for public offer of stocks as well as the following documents to the securities regulatory authority under the State Council:(1) The business license of the company;(2) The constitut

31、ion of the company;(3) The resolution of the general assemble of shareholders;(4) The prospectus;(5) The financial statements;(6) The name and address of the bank that receives the funds as generated from the public offer of stocks on the behalf of the company; and(7) The name of the underwriting in

32、stitution as well as the relevant agreements. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party shall be submitted as well.Article 15 The funds as raised through public offer of stocks as made by a company shall be used according to thepurpose as prescribed in the prospectus. Any alteration of the use of funds as prescribed in the prospectus shall be subject to a resolution of the general assembly of shareholders. In case