新《证券法》英文版1115.doc

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1、【精品文档】如有侵权，请联系网站删除，仅供学习与交流新证券法英文版1115.精品文档.新证券法（上）(1121条)Contents Chapter I General Provisions Chapter II Issuance of Securities Chapter III Transaction of Securities Section I General Provisions Section II Listing of Securities Section III On-going Disclosure of Information Section IV Prohibited Tr

2、ading Acts Chapter IV Acquisition of Listed Companies Chapter V Stock Exchanges Chapter VI Securities Companies Chapter VII Securities Registration and Clearing Institutions Chapter VIII Securities Trading Service Institutions Chapter IX Securities Industrial Association Chapter X Security Regulator

3、y Bodies Chapter XI Legal Liabilities Chapter XII Supplementary Articles Chapter I General Provisions Article 1 The present Law is formulated for the purpose of regulating the issuance and transaction of securities, protecting the lawful rights and interests of investors, safeguarding the economic o

4、rder and public interests of the society and promoting the growth of the socialist market economy. Article 2 The present Law shall be applied to the issuance and transaction of stocks, corporate bonds as well as any other securities as lawfully recognized by the State Council within the territory of

5、 the Peoples Republic of China. Where there is no such provision in the present Law, the provisions 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 investme

6、nt funds shall be governed by the present Law. Where there is any special provision in any other law or administrative regulation, the special provision shall prevail. The measures for the administration of issuance and transaction of securities derivatives shall be prescribed by the State Council a

7、ccording to the principles of the present Law. Article 3 The issuance and transaction of securities shall adhere to the principles of openness, fairness and impartiality. Article 4 The parties involved in any issuance or transaction of securities shall have equal legal status and shall persist in th

8、e principles of free will, compensation and integrity and creditworthy. Article 5 The issuance and transaction of securities shall observe laws and administrative regulations. No fraud, insider trading or manipulation of the securities market may be permitted. Article 6 The divided operation and man

9、agement shall be adopted by the industries of securities, banking, trust as well as insurance. The securities companies and the business organs of banks, trust and insurance shall be established separately, unless otherwise provided for by the state. Article 7 The securities regulatory authority und

10、er the State Council shall adopt a centralized and unified supervision and administration of the national securities market. The securities regulatory authority under the State Council may, in light of the relevant requirements, establish dispatched offices, which shall perform their duties and func

11、tions of supervision and administration upon the authorization. Article 8 Under the centralized and unified supervision and administration of the state regarding the issuance and transaction of securities, a securities industrial association shall be lawfully established, which shall adopt the self-

12、regulating administration. Article 9 The auditing organ of the state shall carry out auditing supervision of stock exchanges, securities companies, securities registration and clearing institutions and securities regulatory bodies. Chapter II Issuance of Securities Article 10 A public issuance of se

13、curities shall satisfy the requirements of the relevant laws and administrative regulations and shall be reported to the securities regulatory authority under the State Council or a department upon authorization by the State Council for examination and approval according to law. Without any examinat

14、ion and approval according to law, no entity or individual may make a public issuance of any securities. It shall be deemed as a public issuance upon the occurrence of any of the following circumstances(1) Making a public issuance of securities to non-specified objects; (2) Making a public issuance

15、of securities to accumulatively more than 200 specified objects; or (3) Making a public issuance as prescribed by any law or administrative regulation. For any securities that are not issued in a public manner, the means of advertising, public inducement or public issuance in any disguised form may

16、not be adopted thereto. Article 11 An issuer that files an application for public issuance of stocks or convertible corporate bonds by means of underwriting according to law or for public issuance of any other securities, to which a recommendation system is applied, as is prescribed by laws and admi

17、nistrative regulations, shall employ an institution with the qualification of recommendation as its recommendation party. A recommendation party shall abide by operational rules and industrial norms and, on the basis of the principles of being honesty, creditworthy, diligent and accountable, carry o

18、ut a prudent examination of application documents and information disclosure materials of its issuers as well as supervise and urge its issuers to operate in a regulative manner. The qualification of the recommendation party as well as the relevant measures for administration shall be formulated by

19、the securities regulatory authority under the State Council. Article 12 A public offer of stocks for establishing a stock-limited company shall satisfy the requirements as prescribed in the Corporation Law of the Peoples Republic of China as well as any other requirements as prescribed by the securi

20、ties regulatory authority under the State Council, which have been approved by the State Council. An application for public offer of stocks as well as the following documents shall be reported to the securities regulatory authority under the State Council: (1) The constitution of the company; (2) Th

21、e promoters agreement; (3) The name or title of the promoter, the amount of shares as subscribed by the promoter, the category of contributed capital as well as the capital verification certification; (4) The prospectus; (5) The name and address of the bank that receives the funds as generated from

22、the issuance of stocks on the behalf of the company; and (6) The name of the underwriting organization as well as the relevant agreements. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the recommendation party

23、 shall be submitted as well. In case the establishment of a company shall be reported for approval, as prescribed by 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 foll

24、owing requirements: (1) Having a complete and well-operated organization; (2) Having the capability of making profits successively 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

25、other requirements as prescribed by the securities regulatory authority under the State Council, which has been approved by 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

26、the State Council, which have been approved by the State Council and shall be reported to the securities regulatory authority 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 documen

27、ts to the securities regulatory authority under the State Council: (1) The business license of the company; (2) The constitution 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 rec

28、eives the funds as generated from the public offer of stocks on the behalf of the company; and (7) The name of the underwriting institution 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

29、 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 the purpose as prescribed in the prospectus. Any alteration of the use of funds as prescribed in the prospectus shall be sub

30、ject to a resolution of the general assembly of shareholders. In case a company fails to correct any unlawful alteration of its use of funds or where any alteration of its use of funds fails to be adopted by the general assembly of shareholders, the relevant company may not make any IPO of stocks. I

31、n the foregoing circumstance, a listed company may not make any non-public offer of stocksArticle 16 A public issuance of corporate bonds shall satisfy the following requirements: (1) The net asset of a stock-limited company being no less than RMB 30 million yuan and the net asset of a limited-liabi

32、lity company being no less than RMB 60 million yuan; (2) The accumulated bond balance constituting no more than 40 % of the net asset of a company; (3) The average distributable profits over the latest 3 years being sufficient to pay the 1-year interests of corporate bonds; (4) The investment of rai

33、sed funds complying with the industrial policies of the state; (5) The yield rate of bonds not surpassing the level of interest rate as qualified by the State Council; and (6) Meeting any other requirements as prescribed by the State Council. The funds as raised through public issuance of corporate

34、bonds shall be used for the purpose as verified and may not be used for covering any deficit or non-production expenditure. The public issuance of convertible corporate bonds as made by a listed company may not only meet the requirements as provided for in paragraph 1 herein but also meet the requir

35、ements of the present Law on public offer of stocks, and shall be reported to the securities regulatory authority under the State Council for examination and approval. Article 17 With regard to an application for public issuance of corporate bonds, the following documents shall be reported to the de

36、partment as authorized by the State Council or the securities regulatory authority under the State Council: (1) The business license of the company; (2) The constitution of the company; (3) The procedures for issuing corporate bonds; (4) An assent appraisal report and an asset verification report; a

37、nd (5) Any other document as prescribed by the department as authorized by the State Council or by the securities regulatory authority under the State Council. In case a recommendation party shall be employed, as prescribed by the present Law, the Recommendation Letter of Issuance as produced by the

38、 recommendation party shall be submitted as well. Article 18 In any of the following circumstances, no more public issuance of corporate bonds may be carried out: (1) Where the corporate bonds as issued in the previous public issuance havent been fully subscribed; (2) Where a company has any default

39、 on corporate bonds as publicly issued or on any other liabilities, or postpones the payment of the relevant principal plus interests, and such situation is still continuing; or (3) Where a company violates the present Law by altering the use of funds as raised through public issuance of corporate b

40、onds. Article 19 The formats and reporting ways of application documents as reported by an issuer for examination and approval of securities issuance according to law shall be prescribed by the legally competent organ or department in charge of examination and approval. Article 20 The application do

41、cuments for securities issuance as reported by an issuer to the securities regulatory authority under the State Council or the department as authorized by the State Council shall be authentic, accurate and integrate. A securities trading service institution and its staff that produces the relevant d

42、ocuments for securities issuance shall strictly perform its/his statutory duties and functions and guarantee the authenticity, accuracy and integrity of the documents as produced thereby. Article 21 Where an issuer files an application for an IPO of stocks, it shall, upon submitting the application

43、documents, disclose the relevant application documents in advance according to the provisions of the securities regulatory authority under the State Council. Article 22 The securities regulatory authority under the State Council shall establish an issuance examination committee, which shall examine

44、the applications for stock issuance according to law. The issuance examination committee shall be composed of the professionals from the securities regulatory authority under the State Council and other relevant experts from outside the said authority, adopt the means of voting for the determination

45、 of applications for stock issuance and set forth the opinions on examination. The specific formulation measures, tenure of members as well as work procedures of the issuance examination committee shall be formulated by the securities regulatory authority under the State CouncilArticle 23 The securi

46、ties regulatory authority under the State Council shall take charge of the examination and approval of applications for stock issuance in light of the statutory requirements. The procedures for examination and approval shall be publicized and shall be subject to supervision according to law. The per

47、sonnel participating in the examination and verification of stock issuance may not have any interest relationship with an issuance applicant, may not directly or indirectly accept any present of the issuance applicant, may not hold any stock as verified for issuance and may not have any private cont

48、act with an issuance applicant. The department as authorized by the State Council shall conduct the examination and approval of applications for issuance of corporate bonds by referring to the preceding 2 paragraphs herein. Article 24 The securities regulatory authority under the State Council or the department as authorized by the State Council shall, within 3 months as of acceptance of an application for securities issuance, make an decision on approval or disapproval according to the statutory requirements and procedures, whereby the