Section Two: Listing of Securities

　　Article 48: Applications for listing of shares for trading shall be submitted to a stock exchange, and examined, verified and consented by the stock exchange according to law. Both parties shall sign a listing agreement.

　　Stock exchanges shall arrange the listing of government bonds for trading according to the decision of the department authorized¹ by the State Council.

　　Article 49: To apply for the listing and trading of shares, corporate² bonds convertible³ to shares or other securities subject to the sponsor system according to the provisions of laws and administrative⁴ regulations, an institution with sponsor qualifications shall be engaged to be the sponsor.

　　The provisions of Paragraphs Two and Three of Article 11 hereof shall apply to listing sponsors.

　　Article 50: Companies limited by shares that apply for listing of shares shall fulfil the following conditions:

　　the shares have been issued to the public upon verification and approval of the State Council's securities regulatory authority;

　　the total share capital of the company is not less than Rmb 30 million;

　　the equity⁵ issued to the public accounts for 25% or more of the total equity of the company; where the total equity of the company exceeds Rmb 400 million, the ratio of the equity issued to the public shall be 10% or more; and

　　the company has not committed any major illegal act within the most recent three years, and there is no false record in the financial and accounting⁶ reports.

　　Stock exchanges may stipulate⁷ listing conditions higher than those stipulated⁸ in the preceding paragraph, which shall be submitted to the State Council's securities regulatory authority for approval.

　　Article 51: The State encourages companies that conform to industrial policies and meet the conditions for listing to have their shares listed.

　　Article 52: When applying for listing of shares for trading, the following documents shall be submitted to the stock exchange:

　　the listing report;

　　the resolution passed at the shareholders¹⁰' general meeting concerning the listing application;

　　the company's articles of association;

　　the company's business licence;

　　the financial and accounting reports of the company for the most recent three years audited¹¹ by an accounting firm according to law;

　　a written legal opinion, and a letter of sponsor for listing;

　　the most recent share prospectus¹²; and

　　other documents stipulated in the listing rules of the stock exchange.

　　Article 53: After an application to list shares for trading has been examined, verified and consented to by the stock exchange, the companies that sign the listing agreement shall publicize the relevant documents relating to the listing of shares within the stipulated time limit and make such documents available for public access at the designated places.

　　Article 54: In addition to publicizing the documents specified¹³ in the preceding article, the companies that sign the listing agreement shall also announce the following matters:

　　the date on which the shares are approved for trading on the stock exchange;

　　a list of the names and shareholdings of the ten shareholders who hold the largest numbers of shares in the company;

　　the de facto controlling person of the company; and

　　the names of the directors, supervisors¹⁵ and senior management personnel, and particulars of their shareholdings of the company's shares and/or bonds.

　　Article 55: Where a listed company is in one of the following circumstances, the stock exchange shall decide to suspend the listing and trading of its shares:

　　there is a change in the total share capital, equity distribution, etc., of the company and the listing conditions are no longer fulfilled;

　　the company fails to disclose its financial status as required, or there are falsehoods in the financial and accounting reports that may mislead investors¹⁶;

　　the company has committed a major illegal act;

　　the company has suffered continuous losses for the most recent three years; or

　　other circumstances stipulated in the listing rules of the stock exchange.

　　Article 56: Where a listed company is in one of the following circumstances, the stock exchange shall decide to terminate the listing and trading of its shares:

　　there is a change in the total share capital, equity distribution, etc., of the company and the listing conditions are no longer fulfilled, and still fails to reach the listing conditions within the time limit stipulated by the stock exchange;

　　the company fails to disclose its financial status as required or there are falsehoods in the financial and accounting reports, and the company fails to make correction;

　　the company has suffered continuous losses for the most recent three years, and is unable to become profitable within the subsequent year;

　　the company is dissolved or declared bankrupt; or

　　other circumstances stipulated in the listing rules of the stock exchange.

　　Article 57: Companies that apply to list their corporate bonds for trading must meet the following conditions:

　　the term of the corporate bonds is not less than one year;

　　the amount of corporate bonds actually issued is not less than Rmb 50 million; and

　　the company still meets the statutory conditions for the issuing of corporate bonds at the time of application for the listing of its bonds.

　　Article 58: When applying for listing of corporate bonds for trading, the following documents shall be submitted to the stock exchange:

　　the listing report;

　　the resolution of the board of directors concerning the application for listing of corporate bonds;

　　the company's articles of association;

　　the company's business licence;

　　the method of offer of the corporate bonds;

　　the number of corporate bonds actually issued; and

　　other documents stipulated in the listing rules of the stock exchange.

　　When applying for listing of corporate bonds convertible to shares for trading, the letter of sponsor for listing issued by the sponsor shall also be submitted.

　　Article 59: After an application to list corporate bonds for trading has been examined, verified and consented to by the stock exchange, the companies that sign the listing agreement shall publicize the corporate bond listing documents and the relevant documents within the stipulated time limit, and make the application documents available for public access at the designated places.

　　Article 60: After corporate bonds have been listed for trading, the stock exchange may decide to suspend their listing and trading under the following circumstances:

　　the company has committed a major illegal act;

　　the company no longer meets the conditions for listing corporate bonds due to a major change in its circumstances;

　　the proceeds of the corporate bond offer are not used for the purpose verified and approved;

　　the company fails to perform its obligations under the method of offer of the corporate bonds; or

　　the company has suffered continuous losses during the preceding two years.

　　Article 61: If a company is in the situation described in Item （1） or （4） of the preceding article and the consequences are verified to be serious, or if a company is in the situation described in Item （2）, （3） or （5） of the preceding article and fails to eliminate the same within a specified time limit, the stock exchange shall decide to terminate the listing and trading of the corporate bonds.

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

　　Article 62: In the case of dissatisfaction with the decision of rejection¹⁷, suspension or termination of listing made by the stock exchange, an application for review may be made to the review authority established by the stock exchange.

　　Section Three: Continuing Information Disclosure

　　Article 63: The information disclosed by issuers and listed companies according to law must be truthful¹⁸, accurate and complete, and may not contain falsehoods, misleading statements or major omissions¹⁹.

　　Article 64: A share prospectus or the method of offer of corporate bonds shall be announced where shares are issued to the public according to law upon verification and approval by the State Council's securities regulatory authority or where corporate bonds are issued to the public according to law upon verification and approval by the department authorized by the State Council. When new shares or corporate bonds are issued to the public according to law, financial and accounting reports shall also be announced.

　　Article 65: Within two months of the date of conclusion of the first half of each fiscal²⁰ year, listed companies and companies whose bonds have been listed for trading shall submit to the State Council's securities regulatory authority and the stock exchange an interim²¹ report with the following contents, and announce the same:

　　the company's financial and accounting reports and business situation;

　　major litigation involving the company;

　　the particulars of any change in the share or corporate bonds already issued;

　　any major matter submitted for deliberation by the shareholders' general meeting; and

　　other matters specified by the State Council's securities regulatory authority.

　　Article 66: Within four months of the end of each fiscal year, listed companies and companies whose bonds have been listed for trading shall submit to the State Council's securities regulatory authority and the stock exchange an annual report with the following contents, and announce the same:

　　the company's general circumstances; the company's financial and accounting reports and business situation; the résumés and the details of the shareholdings of the directors, supervisors and senior management personnel; the details of shares and corporate bonds already issued, including the name list of the ten shareholders who hold the largest number of shares in the company and the number of shares held by them; the company's de facto controlling person; and other matters specified by the State Council's securities regulatory authority. Article 67: When a major event occurs that may have a relatively²² major impact on the price at which a listed company's shares are traded and the investors have no knowledge of the event, the listed company shall immediately submit an ad hoc report on the details of such major event to the State Council's securities regulatory authority and the stock exchange, and announce the same. The report shall explain the reasons for the occurrence of the event, the current status and the possible legal consequences that may arise.

　　For the purposes of the preceding paragraph, the term "major event" shall mean:

　　a major change in the company's business policies or scope of business; a decision by the company concerning a major investment or major asset purchase; conclusion by the company of a major contract that may have a major effect on the company's assets, liabilities, rights, interests or business results; incurrence²³ by the company of a major debt or default on a major debt; incurrence by the company of a major deficit²⁴ or a major loss; a major change in the external production or business conditions of the company; a change in the directors, not less than one-third of the supervisors or managers of the company; a relatively major change in the shareholding¹⁴ of a shareholder⁹ that holds not less than 5% of the company's shares or the shareholding or situation of control of the company by the de facto controlling person; a decision to reduce the company's capital, merge²⁵, divide or dissolve the company or file for bankruptcy²⁶; major litigation involving the company and the resolutions reached by the shareholders' general meeting or the board of directors' meeting are lawfully²⁷ revoked²⁸ or declared invalid²⁹; the company is suspected of committing a crime and is being investigated by the judicial³⁰ authority, and the company's directors, supervisors and senior management personnel are suspected of committing a crime and are subject to enforcement measures by the judicial authority; or other events stipulated by the State Council's securities regulatory authority. Article 68: The directors and senior management personnel of a listed company shall sign a written confirmation³¹ opinion on the periodic report of the company.

　　The supervisory board of a listed company shall examine and verify the company periodic report prepared by the board of directors and issue a written examination and verification opinion thereon.

　　The directors, supervisors and senior management personnel of a listed company shall ensure the truthfulness³², accuracy and completeness of the information disclosed by the listed company.

　　Article 69: If the share prospectus, method of offer of corporate bonds, financial or accounting report, listing report document, annual report, interim report, ad hoc report as well as other information disclosure materials announced by an issuer or listed company contain falsehoods, misleading statements or major omissions and thereby³³ causes investors to sustain losses in the course of securities trading, the issuer or listed company shall be liable for damages. The director（s）, supervisor（s）, senior management personnel and other directly responsible personnel of the issuer or listed company as well as the sponsor and the distributing securities company shall bear the joint³⁴ and several liability for such damages with the issuer and the listed company, unless they are able to prove that they are not at fault. Where the controlling shareholder and de facto controlling person of the issuer and the listed company are at fault, they shall bear the joint and several liability for such damages with the issuer and the listed company.

　　Article 70: Information that must be disclosed according to law shall be published in the media designated by the State Council's securities regulatory authority, and shall be made available for public access at the company's domicile and the stock exchange.

　　Article 71: The State Council's securities regulatory authority shall supervise the annual reports, interim reports, ad hoc reports and announcements of listed companies. The State Council's securities regulatory authority shall supervise the allotment of new shares or rights issues of listed companies, and the acts of the controlling shareholders of listed companies and other persons with obligations of information disclosure.

　　The securities regulatory authority, the stock exchange, the sponsor, the distributing securities company （companies）, and relevant persons may not divulge³⁵ the contents of company announcements mandated³⁶ by laws or administrative regulations before such announcements are made.

　　Article 72: Where a stock exchange decides to suspend or terminate the listing and trading of securities, it shall make an announcement thereof in a timely manner and report to the State Council's securities regulatory authority for record filing.

　　Section Four: Prohibited Trading Acts

　　Article 73: Informed persons with insider information on securities trading and persons that illegally obtain insider information are prohibited from using such insider information in carrying out securities trading.

　　Article 74: Informed persons with insider information on securities trading include:

　　the directors, supervisors and senior management personnel of an issuer; shareholders who hold not less than 5% of the shares in a company and their directors, supervisors and senior management personnel, the company's de facto controlling person and its directors, supervisors and senior management personnel; the holding company of an issuer and its directors, supervisors and senior management personnel; persons that are able to obtain relevant insider information by virtue³⁷ of their positions in the company; the working personnel of the securities regulatory authority, and other persons that administer securities issuing and trading pursuant to their statutory duties; the relevant personnel of the sponsor, distributing securities company, stock exchange, securities registration³⁸ and clearing institutions and securities service organizations; and other persons specified by the State Council's securities regulatory authority. Article 75: Insider information is information that, in the course of securities trading, has not yet been disclosed and concerns the company's business or financial affairs or may have a major effect on the market price of the company's securities.

　　The following information is insider information:

　　the major events described in the second paragraph of Article 67 hereof; company plans concerning distribution of dividends³⁹ or increase of capital; major changes in the company's equity structure; major changes in security for the company's debts; any single mortgage, sale or write-off of a major asset used in the business of the company exceeding 30% of the said asset; potential liability for major damages to be assumed according to law as a result of an act committed by a company's director（s）, supervisor（s） or other senior management personnel; plans concerning the takeover of listed companies; and other important information determined⁴⁰ by the State Council's securities regulatory authority to have a marked effect on securities trading prices. Article 76: No informed person with knowledge of insider information on securities trading and person that have illegally obtained insider information may purchase or sell securities of the company on which he has insider information, divulge such information or counsel another person to purchase or sell such securities prior to the disclosure of insider information.

　　Where this Law contains other provisions concerning the purchase of shares of a listed company by a natural person, legal person or other organization that holds or jointly⁴¹ holds with another person through an agreement or other arrangement not less than 5% of such company's shares, such provisions shall apply.

　　Where the insider trading act causes loss to investors, the perpetrator shall bear the liability for damages according to law.

　　Article 77: No person is allowed to manipulate the securities market in any of the following ways:

　　carrying out combined or successive sales or purchases by building up an advantage in terms of funds or shareholdings or using one's advantage in terms of information, thereby manipulating the price or volume of securities traded, whether independently or in collusion; collaborating⁴² with another person to mutually trade securities at a prearranged time, price and method, thereby affecting the price or volume of securities traded; carrying out securities transactions between the accounts actually controlled by oneself, thereby affecting the price or volume of securities traded; or manipulating the securities market by other methods. Where the act of manipulating the securities market causes loss to investors, the perpetrator shall bear the liability for damages according to law.

　　Article 78: Working personnel of the State, working personnel of the media and relevant persons are prohibited from fabricating and disseminating⁴³ false information, thereby disturbing the securities market.

　　Stock exchanges, securities companies, securities registration and clearing institutions, securities service organizations, and their employees, and the Securities Association and the securities regulatory authority, and their working personnel are prohibited from making false statements or giving misleading information in the course of securities trading.

　　Securities trading information disseminated⁴⁵ by any mass media must be truthful and objective. All mass media are prohibited from disseminating misleading information on securities trading.

　　Article 79: Securities companies and their employees are prohibited from committing the following fraudulent acts that are detrimental⁴⁶ to the interests of their clients:

　　purchase or sale of securities on behalf of a client in violation⁴⁷ of the client's instructions; failure to provide a client with written confirmation of a transaction within the prescribed period; misappropriation of securities entrusted⁴⁸ by a client for purchase or sale, or of funds in a client's account; purchase or sell securities on behalf of a client or do so under the name of the client, without authorization⁴⁹ or the entrustment⁵⁰ of the client; entice⁵¹ a client to make an unnecessary purchase or sale of securities in order to obtain commission income; provide or disseminate⁴⁴ information that is false or misleads investors using the media or through other methods; or other acts contrary to a client's authentic⁵² declaration of intention or acts detrimental to a client's interests. Where the act of defrauding⁵³ a client causes loss to the client, the perpetrator shall bear the liability for damages according to law.

　　Article 80: Legal persons are prohibited from carrying out securities transactions by illegally using another's account or lending out their own or other's securities accounts.

　　Article 81: Channels for funds to flow into the market shall be expanded according to law. Flow of funds into the stock market in violation of provisions is prohibited.

　　Article 82: No one is allowed to misappropriate public funds to purchase or sell securities.

　　Article 83: Purchase and sale of shares listed for trading by State-owned enterprises and enterprises where State-owned assets constitute a controlling interest must comply with the relevant State provisions.

　　Article 84: If stock exchanges, securities companies, securities registration and clearing institutions, securities service organizations and their employees discover any prohibited trading acts in the course of securities trading, they shall timely report such acts to the securities regulatory authority

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