(1998年12月29日第九届全国人民代表大会常务委员会第六次会议通过　根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《电子mg平台下载》修正 2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订）

Chapter I General provisionsChapter II Securities issuanceChapter III Securities tradingChapter IV Acquisition of listed companiesChapter V Stock ExchangeChapter VI Securities CompanyChapter VII Securities registration and settlement institutionsChapter VIII Securities Service institutionsChapter 9 Stock Brokers Association第十章 证券监督管理机构第十一章　法律责任Chapter XII Supplementary Provisions

Chapter I General provisions

Article 1 This Law is enacted for the purpose of regulating the issuance and trading of securities, protecting the legitimate rights and interests of investors, maintaining the social and economic order and the social public interests, and promoting the development of the socialist market economy。

Article 2 This Law shall apply to the issuance and transactions of stocks, corporate bonds and other securities lawfully designated by The State Council within the territory of the People's Republic of China.Where this Law does not provide, the provisions of the Company Law of the People's Republic of China and other laws and administrative regulations shall apply。This Law shall apply to the listing of government bonds and securities investment fund shares;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 issuance and trading of securities must follow the principles of openness, fairness and justice。

Article 4 Parties involved in securities issuance and trading activities shall have equal legal status and shall abide by the principles of voluntariness, compensation and good faith。

Article 5 The issuance and trading of securities must abide by laws and administrative regulations;Fraud, insider trading and manipulation of the securities market are prohibited。

Article 6 The securities industry, banking industry, trust industry and insurance industry shall be operated and managed separately, and securities companies and banking, trust and insurance business institutions shall be established separately。Except as otherwise provided by the State。

Article 7 The securities regulatory body under The State Council shall, according to law, exercise centralized and unified supervision and administration over the securities market throughout the country。The securities regulatory body under The State Council may, when necessary, set up representative offices to perform supervision and administration duties as authorized。

Article 8 On the premise that the state exercises centralized and unified supervision and administration over securities issuance and trading activities, securities associations shall be established according to law and exercise self-regulatory administration。

Article 9 The state auditing organ shall, according to law, conduct auditing supervision over stock exchanges, securities companies, securities registration and settlement institutions, and securities regulatory bodies。

Chapter II Securities issuance

Article 10 The public issuance of securities must meet the requirements prescribed by laws and administrative rules and regulations, and be reported to the securities regulatory body under The State Council or a department authorized by The State Council for approval.Without approval according to law, no unit or individual may publicly issue securities。Under any of the following circumstances, it is a public offering: (1) issuing securities to no specific object;(2) There are more than 200 persons who have issued securities to a specific target;(3) Other issuance acts as provided for by laws and administrative regulations。The non-public offering of securities shall not be made through advertising, public persuasion or disguised disclosure。

Article 11 Where an issuer applies for public issuance of stocks or corporate bonds that can be converted into stocks and adopts the mode of underwriting according to law, or publicly issues other securities that are subject to the sponsor system as prescribed by laws and administrative regulations, it shall employ an institution qualified for sponsor as its sponsor。The sponsor shall abide by the business rules and industry norms, be honest and trustworthy, be diligent and responsible, prudently check the application documents and information disclosure of the issuer, and supervise the standardized operation of the issuer。The qualifications of sponsors and the measures for their administration shall be formulated by the securities regulatory body under The State Council。

Article 12 A joint stock limited company shall be established to issue shares to the public，It shall comply with the conditions stipulated in the Company Law of the People's Republic of China and other conditions stipulated by the securities regulatory body under The State Council approved by The State Council，(1) The articles of association of the company;(2) The sponsor agreement;(3) Name of the initiator，The number of shares subscribed by the initiator, the type of contribution and the capital verification certificate;(4) a prospectus;(5) the name and address of the bank that collects the share money;(6) Name of the underwriting institution and related agreements。Where a sponsor is hired in accordance with the provisions of this Law, the issuance sponsor letter issued by the sponsor shall also be submitted。Where laws or administrative regulations provide that the establishment of a company must be reported for approval, the corresponding approval documents shall also be submitted。

Article 13 A company issues new shares to the public，The following conditions shall be met: (1) Having a sound and well-run organizational structure;(2) Sustainable profitability，A sound financial position;(3) There is no false record in the financial accounting documents of the last three years，No other major illegal acts;(4) Other conditions prescribed by the securities regulatory body under The State Council as approved by The State Council。The non-public offering of new shares by a listed company shall meet the conditions prescribed by the securities regulatory body under The State Council approved by The State Council, and shall report to the securities regulatory body under The State Council for approval。

Article 14 The Company publicly issues new shares，应当向国务院证券监督管理机构报送募股申请和下列文件：（一）公司营业执照；（二）Articles of association；（三）股东大会决议；（四）招股说明书；（五）财务会计报告；（六）代收股款银行的名称及地址；（七）承销机构名称及有关的协议。Where a sponsor is hired in accordance with the provisions of this Law, the issuance sponsor letter issued by the sponsor shall also be submitted。

Article 15 A company must use the funds raised by the public offering of shares in accordance with the purposes of the funds listed in the prospectus。Any change in the use of funds listed in the prospectus shall be subject to a resolution of the general meeting of shareholders。Where the use is changed without correction, or without approval of the shareholders' meeting, no new shares may be publicly issued。

Article 16 Publicly issue corporate bonds，(1) The net assets of a joint stock limited company shall not be less than 30 million yuan，有限责任公司的净资产不低于人民币六千万元；（二）累计债券余额不超过公司净资产的百分之四十；（三）最近三年平均可分配利润足以支付公司债券一年的利息；（四）筹集的资金投向符合国家产业政策；（五）债券的利率不超过国务院限定的利率水平；（六）国务院规定的其他条件。The funds raised by the public issuance of corporate bonds must be used for approved purposes and may not be used to cover losses or non-productive expenditures。When a listed company issues corporate bonds that can be converted into stocks, it shall, in addition to meeting the conditions stipulated in the first paragraph, also meet the conditions of this Law on public issuance of stocks, and report to the securities regulatory body under The State Council for approval。

Article 17 Application for public issuance of corporate bonds，应当向国务院授权的部门或者国务院证券监督管理机构报送下列文件：（一）公司营业执照；（二）Articles of association；（三）公司债券募集办法；（四）资产评估报告和验资报告；（五）国务院授权的部门或者国务院证券监督管理机构规定的其他文件。Where a sponsor is hired in accordance with the provisions of this Law, the issuance sponsor letter issued by the sponsor shall also be submitted。

Article 18 Under any of the following circumstances，(1) The company's bonds previously issued have not been fully raised;(2) The fact that the company has defaulted or delayed the payment of principal and interest on its publicly issued bonds or other debts，Remain in a continuing state;(3) Violation of this Law，Change the use of funds raised by public issuance of corporate bonds。

Article 19 The format and method of the application documents submitted by an issuer for approval of the issuance of securities shall be prescribed by the institution or department in charge of approval according to law。

Article 20 The application documents for securities issuance submitted by an issuer to the securities regulatory body under The State Council or the department authorized by The State Council must be true, accurate and complete。Securities service agencies and personnel that issue relevant documents for securities issuance must strictly perform their statutory duties and ensure the authenticity, accuracy and completeness of the documents they issue。

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

Article 22 The securities regulatory body under The State Council shall establish an issuance review committee to examine and approve applications for stock issuance according to law。The issuance review committee shall be composed of professionals from the securities regulatory body under The State Council and other relevant experts hired by the securities regulatory body. It shall vote on the application for stock issuance by way of voting and put forward its review opinions。The specific measures for the composition, term of office of the members and working procedures of the issuance review committee shall be formulated by the securities regulatory body under The State Council。

Article 23 The securities regulatory body under The State Council shall be responsible for approving stock issuance applications in accordance with legal conditions。The approval procedures shall be made public and subject to supervision in accordance with the law。Personnel participating in the examination and approval of stock issue applications shall not have an interest in the applicant for issue, shall not directly or indirectly accept gifts from the applicant for issue, shall not hold stocks approved for issue application, and shall not have private contact with the applicant for issue。The department authorized by The State Council shall make reference to the provisions of the preceding two paragraphs in approving a company's application for issuing bonds。

Article 24 The securities regulatory body under The State Council or the department authorized by The State Council shall accept the application documents for securities issuance within three months，To make decisions on approval or disapproval in accordance with legal conditions and procedures，The time when the issuer supplements or modifies the issuance application documents as required shall not be counted;unapproved，Reasons should be given。

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, publish the public offering documents before the public issuance of securities, and place the documents at designated places for public inspection。Before the information about the issuance of securities is made public according to law, no insider shall disclose or divulge such information。The issuer shall not issue securities before the public offering documents are announced。

Article 26 Where the securities regulatory body 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 legal conditions or procedures, and no securities have been issued, it shall revoke it and stop the issuance。Issued but not yet listed，Revoke the issuance approval decision，The issuer shall return the securities to the holder at the issue price plus the interest on the deposit in the bank for the same period;The sponsor shall bear joint liability with the issuer，Except those who can prove that they are not at fault;The controlling shareholder or actual controller of the issuer is at fault，It shall be jointly and severally liable with the issuer。

Article 27 After a stock is issued according to law, the issuer shall be responsible for any changes in its operations and earnings.Investors shall be responsible for the investment risks arising from such changes。

Article 28 Where the securities issued by an issuer to an unspecified party shall be underwritten by a securities company according to laws or administrative regulations, the issuer shall sign an underwriting agreement with the securities company。The securities underwriting business shall be conducted in the form of commission or exclusive sale。Securities marketing refers to the underwriting method in which securities companies sell securities on behalf of issuers and return all unsold securities to issuers at the end of the underwriting period。Securities underwriting refers to the underwriting method in which the securities company purchases all the securities of the issuer according to the agreement or purchases all the remaining securities after sale by itself at the end of the underwriting period。

Article 29 An issuer that publicly issues securities has the right to independently choose the securities company that underwrites the securities according to law。Securities companies shall not solicit securities underwriting business by means of unfair competition。

Article 30 A securities company underwrites securities，An agency or exclusive marketing agreement shall be concluded with the issuer，载明下列事项：（一）当事人的名称、住所及法定代表人姓名；（二）代销、包销证券的种类、数量、金额及发行价格；（三）代销、包销的期限及起止日期；（四）代销、包销的付款方式及日期；（五）代销、包销的费用和结算办法；（六）违约责任；（七）国务院证券监督管理机构规定的其他事项。

第三十一条　证券公司承销证券，应当对公开发行募集文件的真实性、准确性、完整性进行核查；发现There are false records, misleading statements or material omissions的，不得进行销售活动；已经销售的，必须立即停止销售活动，并采取纠正措施。

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

Article 33 The maximum period for the commission or exclusive sale of securities shall not exceed 90 days。During the period of commission or underwriting, securities companies shall ensure that the securities they sell or underwrite are sold to subscribers in advance. Securities companies shall not reserve the securities they sell or purchase in advance and retain the securities they underwrite。

Article 34 Where a stock is issued at a premium, the issue price shall be determined through consultation between the issuer and the underwriting securities company。

Article 35 If a stock issue adopts the form of commission sale, and the number of shares sold to investors does not reach 70% of the number of shares to be publicly issued at the expiration of the commission period, the issue shall be deemed to have failed。The issuer shall return the shares to the subscriber at the issue price plus the interest on the deposit in the bank for the same period。

Article 36 Upon expiration of the period for commission or exclusive sales of publicly issued stocks, the issuer shall, within the prescribed time limit, report the stock issuance to the securities regulatory body under The State Council for the record。

Chapter III Securities trading

Section 1 General Provisions Article 37. The securities purchased and sold by parties to a stock exchange according to law must be those issued and delivered according to law。Securities not issued according to law may not be traded。

Article 38 Stocks, corporate bonds and other securities issued in accordance with the law may not be traded within the specified time limit if the law has restrictive provisions on the transfer period。

Article 39 Stocks, corporate bonds and other securities that are publicly issued according to law shall be listed and traded at stock exchanges established according to law or transferred at other securities trading venues approved by The State Council。

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

Article 41. The securities traded by parties to a stock exchange may be in paper form or other forms prescribed by the securities regulatory body under The State Council。

Article 42. Stock transactions shall be conducted on spot or in other ways prescribed by The State Council。

Article 43 Employees of stock exchanges, securities companies, securities registration and settlement organizations, staff of securities regulatory bodies, and other personnel prohibited by laws and administrative regulations from participating in stock trading，Within the term of office or legal period，They are not allowed to hold, buy or sell stocks directly or under an assumed name or in the name of another person，Nor shall they accept gifts of stock from others。When any person becomes a person listed in the preceding paragraph, the stocks he previously held must be transferred according to law。

Article 44. Stock exchanges, securities companies, and securities registration and settlement institutions shall keep confidential the accounts opened by their clients according to law。

Article 45. Securities service agencies and personnel that issue audit reports, asset evaluation reports, legal opinions and other documents for stock issuance may not buy or sell such stocks during the underwriting period or within six months after the expiration of the stock underwriting period。In addition to the provisions of the preceding paragraph, securities service agencies and personnel that issue audit reports, asset evaluation reports, legal opinions and other documents for listed companies shall not buy or sell such stocks from the date of accepting the entrustment of the listed company to five days after the above-mentioned documents are made public。

Article 46 Fees for securities trading must be reasonable, and the items, standards and methods of fees shall be made public。Fee items, fee standards and administrative measures for securities trading shall be uniformly formulated by the relevant competent departments under The State Council。

Article 47 Directors, supervisors, senior managers of a listed company and shareholders holding more than five percent of the shares of a listed company，Sell their shares of the company within six months of purchase，Or buy again within six months of selling，The proceeds thus accrue to the company，The board of directors of the company shall withdraw its earnings。However, if a securities company holds more than 5 percent of the shares due to the underwriting of the remaining stocks after purchase, the sale of such stocks is not subject to a six-month time limit。If the board of directors of a company fails to comply with the provisions of the preceding paragraph, the shareholder shall have the right to request the board of directors to comply within 30 days。If the board of directors of the company fails to do so within the above-mentioned time limit, the shareholders shall have the right to bring a suit directly to the people's court in their own name for the benefit of the company。If the board of directors of the company fails to comply with the provisions of the first paragraph, the responsible director shall be jointly and severally liable according to law。Section 2 Listing of securities

Article 48 To apply for stock listing, an application shall be submitted to the stock exchange, which shall review and approve the application according to law, and the two parties shall sign a listing agreement。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 In applying for the listing of stocks, corporate bonds that can be converted into stocks, or other securities that are subject to the sponsor system as prescribed by laws and administrative regulations, an institution qualified for sponsor shall be hired as a sponsor。The provisions of the second and third paragraphs of Article 11 of this Law shall apply to listing sponsors。

Article 50 A joint stock limited company applies for listing its shares，应当符合下列条件：（一）股票经国务院证券监督管理机构核准已公开发行；（二）公司股本总额不少于人民币三千万元；（三）公开发行的股份达到公司股份总数的百分之二十五以上；公司股本总额超过人民币四亿元的，The proportion of publicly issued shares is more than 10 percent;(4) The company has no major illegal acts in the recent three years，There is no false record in the financial accounting report。A stock exchange may set higher listing conditions than those specified in the preceding paragraph and submit them to the securities regulatory body under The State Council for approval。

Article 51 The State encourages the listing of stocks of companies that meet the industrial policies and meet the listing conditions。

Article 52 Application for stock listing，应当向证券交易所报送下列文件：（一）上市报告书；（二）申请股票上市的股东大会决议；（三）Articles of association；（四）公司营业执照；（五）依法经会计师事务所审计的公司最近三年的财务会计报告；（六）法律意见书和上市保荐书；（七）最近一次的招股说明书；（八）证券交易所上市规则规定的其他文件。

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

Article 54 A company that has signed a listing agreement shall, in addition to the documents provided for in the preceding article, make a public announcement，还应当公告下列事项：（一）股票获准在证券交易所交易的日期；（二）持有公司股份最多的前十名股东的名单和持股数额；（三）公司的实际控制人；（四）董事、监事、高级管理人员的姓名及其持有本公司股票和债券的情况。

Article 55 A listed company has any of the following circumstances，(1) The company no longer meets the requirements for listing due to changes in its total share capital and distribution of shares;(2) The company fails to disclose its financial position in accordance with regulations，Or make false records in financial accounting reports，May mislead investors;(3) The company has committed major illegal acts;(4) The company has sustained losses in the last three consecutive years;(5) Other circumstances stipulated by the listing rules of the stock exchange。

Article 56 A listed company has any of the following circumstances，The stock exchange decides to terminate the listing of its shares: (1) The total share capital of the company, the distribution of shares, etc., has changed and no longer meets the requirements for listing，Fails to meet the listing requirements within the time limit prescribed by the stock exchange;(2) The company fails to disclose its financial position in accordance with regulations，Or make false records in financial accounting reports，And refuse to correct it;(3) The company has suffered losses for the last three consecutive years，Failure to return to profitability in the following year;(4) the company is dissolved or declared bankrupt;(5) Other circumstances stipulated by the listing rules of the stock exchange。

第五十七条　公司申请公司债券上市交易，应当符合下列条件：（一）公司债券的期限为一年以上；（二）公司债券实际发行额不少于人民币五千万元；（三）公司申请债券上市时仍符合法定的公司债券发行条件。

Article 58 An application for listing a company's bonds，应当向证券交易所报送下列文件：（一）上市报告书；（二）申请公司债券上市的董事会决议；（三）Articles of association；（四）公司营业执照；（五）公司债券募集办法；（六）公司债券的实际发行数额；（七）证券交易所上市规则规定的其他文件。To apply for the listing of a company's bonds that can be converted into shares, it shall also submit a listing recommendation letter issued by the sponsor。

Article 59 After a company's application for listing its bonds has been examined and approved by the stock exchanges, the company that has signed the listing agreement shall, within the prescribed time limit, publish its bond listing documents and other relevant documents, and place its application documents at designated places for public inspection。

Article 60 After the company's bonds are listed for trading，The company has any of the following circumstances，由证券交易所决定暂停其公司债券上市交易：（一）公司有重大违法行为；（二）公司情况发生重大变化不符合公司债券上市条件；（三）发行公司债券所募集的资金不按照核准的用途使用；（四）未按照公司债券募集办法履行义务；（五）公司最近二年连续亏损。

第六十一条　公司有前条第(一)项、第(四)项所列情形之一经查实后果严重的，或者有前条第(二)项、第(三)项、第(五)项所列情形之一，在限期内未能消除的，由证券交易所决定终止其公司债券上市交易。Where a company is dissolved or declared bankrupt, the stock exchange shall terminate the listing of its bonds。

Article 62 If a stock exchange refuses to list, suspend or terminate its listing, it may apply to the review institution established by the stock exchange for review。Section 3 Continuous information disclosure

Article 63 The information disclosed by an issuer or a listed company in accordance with the law must be true, accurate and complete, and there must be no false records, misleading statements or major omissions。

Article 64 Where the public issuance of shares is subject to the approval of the securities regulatory body under The State Council or the public issuance of corporate bonds according to law is subject to the approval of the department authorized by The State Council, the prospectus and the method for raising corporate bonds shall be published。Where a company publicly issues new shares or bonds according to law, it shall also announce its financial accounting report。

Article 65 A listed company or a company whose bonds are listed for trading，It shall be within two months from the end of the first half of each fiscal year，Submit interim reports with the following contents to the securities regulatory body under The State Council and the stock exchanges，And published：（一）公司财务会计报告和经营情况；（二）涉及公司的重大诉讼事项；（三）已发行的股票、公司债券变动情况；（四）提交股东大会审议的重要事项；（五）国务院证券监督管理机构规定的其他事项。

Article 66 A listed company or a company whose bonds are listed for trading，It shall be within four months from the end of each fiscal year，Submit to the securities regulatory body under The State Council and the stock exchange an annual report containing the following contents，(1) Company profile;(2) The company's financial accounting reports and operations;(3) Profiles of directors, supervisors and senior managers and their shareholdings;(4) Information on stocks and corporate bonds already issued，Including a list of the top ten shareholders holding the most shares of the company and the amount of their holdings;(5) the actual controller of the company;(6) Other matters stipulated by the securities regulatory body under The State Council。

Article 67 A major event that may have a greater impact on the trading price of a listed company's shares occurs，Before investors know 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 published，Describe the cause of the incident, its current status and possible legal consequences。The following circumstances are referred to as major events in the preceding paragraph: (1) Major changes in the company's business policy and business scope;(2) The company's major investment behavior and major purchase of property decisions;(3) The company enters into important contracts，可能对公司的资产、负债、权益和经营成果产生重要影响；（四）公司发生重大债务和未能清偿到期重大债务的违约情况；（五）公司发生重大亏损或者重大损失；（六）公司生产经营的外部条件发生的重大变化；（七）公司的董事、三分之一以上监事或者经理发生变动；（八）持有公司百分之五以上股份的股东或者实际控制人，There is a major change in its holding of shares or control of the company;(9) the company's decision on capital reduction, merger, division, dissolution and filing for bankruptcy;(10) Major litigation involving the company，The resolutions of the general meeting of shareholders or the board of directors are revoked or declared invalid according to law;(11) The company is investigated by the judicial organ for suspected crimes，The directors, supervisors and senior managers of the company are suspected of committing crimes and are subject to compulsory measures by the judicial organs;(12) Other matters stipulated by the securities regulatory body under The State Council。

Article 68 The directors and senior managers of a listed company shall sign written confirmation opinions on the periodic reports of the company。The board of supervisors of a listed company shall examine the periodic reports of the company prepared by the board of directors and put forward written review opinions。The directors, supervisors and senior managers of the listed company shall ensure that the information disclosed by the listed company is true, accurate and complete。

Article 69 Prospectuses published by issuers and listed companies, methods for offering corporate bonds, financial accounting reports, listing report documents, annual reports, interim reports, interim reports and other information disclosure materials，There are false records, misleading statements or material omissions，Causing investors to suffer losses in securities trading，The issuer and the listed company shall be liable for compensation;Directors, supervisors, senior managers and other directly responsible personnel of issuers, listed companies, as well as sponsors and underwriting securities companies，It shall bear joint and several liability for compensation with the issuer and the listed company，Except those who can prove that they are not at fault;The issuer, the controlling shareholder or the 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 body under The State Council, and at the same time, it shall be available at the company's domicile and the stock exchange for public inspection。

第七十一条　国务院证券监督管理机构对上市公司年度报告、中期报告、临时报告以及公告的情况进行监督，对上市公司分派或者配售新股的情况进行监督，对上市公司控股股东和信息披露义务人的行为进行监督。Securities regulatory bodies, stock exchanges, sponsors, underwriting securities companies and relevant personnel shall not disclose the contents of public announcements that companies are required to make in accordance with laws and administrative regulations。

Article 72 Where a stock exchange decides to suspend or terminate the listing of a stock, it shall make a timely announcement and report it to the securities regulatory body under The State Council for the record。Section 4 Prohibited transactions

Article 73 Persons with inside information of securities trading and persons who illegally obtain inside information are prohibited from using inside information to engage in securities trading activities。

Article 74 Persons with inside information about securities trading include: (1) the directors, supervisors and senior managers of the issuer;(2) Shareholders holding more than 5 percent of the shares of the company and its directors, supervisors and senior managers，公司的实际控制人及其董事、监事、高级管理人员；（三）发行人控股的公司及其董事、监事、高级管理人员；（四）由于所任公司职务可以获取公司有关内幕信息的人员；（五）证券监督管理机构工作人员以及由于法定职责对证券的发行、交易进行管理的其他人员；（六）保荐人、承销的证券公司、证券交易所、证券登记结算机构、证券服务机构的有关人员；（七）国务院证券监督管理机构规定的其他人。

Article 75 In securities trading activities, information that involves the operation and finance of a company or has a significant impact on the market price of the company's securities that has not been made public is inside information。下列信息皆属内幕信息：（一）本法第六十七条第二款所列重大事件；（二）公司分配股利或者增资的计划；（三）公司Ownership structure的重大变化；（四）公司债务担保的重大变更；（五）公司营业用主要资产的抵押、出售或者报废一次超过该资产的百分之三十；（六）公司的董事、监事、高级管理人员的行为可能依法承担重大损害赔偿责任；（七）上市公司收购的有关方案；（八）国务院证券监督管理机构认定的对证券交易价格有显著影响的其他重要信息。

Article 76 The insider of securities trading information and the person who illegally obtains the insider information shall not, before the insider information is made public, buy or sell the company's securities, disclose the information, or suggest others to buy or sell the securities。Where a natural person, legal person or other organization that holds or jointly holds 5% or more of the shares of a company through an agreement or other arrangement purchases shares of a listed company, such provisions shall apply。Where insider trading causes losses to investors, the perpetrator shall be liable for compensation according to law。

Article 77 No one is allowed to manipulate the securities market by any of the following means: (1) alone or through collusion，Pooling capital advantage, shareholding advantage or use information advantage joint or continuous trading，Manipulating the price or volume of securities trading;(2) colluding with others，To transact securities with each other at a pre-agreed time, price and manner，Affecting the price of securities trading or the volume of securities trading;(3) conducting securities transactions among accounts under its actual control，Affecting the price of securities trading or the volume of securities trading;(4) Manipulating the securities market by other means。Where the manipulation of the securities market causes losses to investors, the perpetrator shall bear the liability for compensation according to law。

Article 78 State functionals, media practitioners and relevant personnel are prohibited from fabricating or spreading false information to disrupt the securities market。Stock exchanges, securities companies, securities registration and settlement organizations, securities service organizations and their employees, securities industry associations, securities regulatory bodies and their staff are prohibited from making false statements or misleading information in securities trading activities。Securities market information transmitted by various media must be true and objective, and misleading is prohibited。

第七十九条　禁止证券公司及其从业人员从事下列损害客户利益的欺诈行为：（一）违背客户的委托为其买卖证券；（二）不在规定时间内向客户提供交易的书面确认文件；（三）挪用客户所委托买卖的证券或者客户账户上的资金；（四）未经客户的委托，Buying and selling securities for clients without authorization，Or buying or selling securities in the name of customers;(5) for obtaining commission income，Inducing clients to engage in unnecessary securities trading;(6) Using media or other means to provide or disseminate false or misleading information to investors;(7) Other expressions contrary to the true intention of the customer，Acts detrimental to the interests of clients。Where a fraudulent act causes losses to a customer, the perpetrator shall be liable for compensation according to law。

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

Article 81 Expand the channels for funds to enter the market according to law, and prohibit funds from flowing into the stock market in violation of regulations。

Article 82 No one is allowed to misappropriate public funds to buy or sell securities。

Article 83 State-owned enterprises and enterprises holding shares with state-owned assets must abide by the relevant provisions of the State when buying or selling stocks traded on the market。

Article 84. Stock exchanges, securities companies, securities registration and settlement organizations, securities service organizations and their employees shall report to the securities regulatory bodies in a timely manner any prohibited trading behavior found in securities trading。

Chapter IV Acquisition of listed companies

Article 85 An investor may purchase a listed company by offer, agreement or other lawful means。

Article 86 Securities trading through a stock exchange，When an investor holds or jointly holds with others, through agreement or other arrangements, 5% of the shares issued by a listed company，It shall be within three days from the date of the occurrence of the fact，To make a written report to the securities regulatory body under The State Council and the stock exchange，Notify the listed company，And make a public announcement;Within the said period，The stock of the listed company shall no longer be traded。After an investor holds or jointly holds with others, through agreement or other arrangements, 5% of the shares issued by a listed company, he shall report and make a public announcement in accordance with the provisions of the preceding paragraph for each increase or decrease of 5% in the proportion of the shares issued by the listed company。Within the reporting period and within two days after the report is made or the announcement is made, no further trading of the stocks of the listed company is allowed。

Article 87 The written report and announcement made in accordance with the preceding article shall include the following contents: (1) the name and domicile of the stockholder;(2) the name and amount of stocks held;(3) The date on which the shareholding reaches the statutory proportion or the change in the shareholding reaches the statutory proportion。

Article 88 Trading of securities through a stock exchange，When an investor holds or jointly holds with others through an agreement or other arrangement 30% of the shares issued by a listed company，To proceed with the acquisition，An offer to purchase all or part of the shares of the listed company shall be made to all shareholders of the listed company according to law。In a purchase order for the purchase of some shares of a listed company, it shall be stipulated that if the amount of shares promised to be sold by the shareholders of the purchased company exceeds the amount of shares scheduled for purchase, the purchaser shall purchase the shares in proportion。

Article 89 A purchase offer is made in accordance with the preceding article，A purchaser must submit a report on the purchase of a listed company to the securities regulatory body under The State Council in advance，并载明下列事项：（一）收购人的名称、住所；（二）收购人关于收购的决定；（三）被收购的上市公司名称；（四）收购目的；（五）收购股份的详细名称和预定收购的股份数额；（六）收购期限、收购价格；（七）收购所需资金额及资金保证；（八）报送上市公司收购报告书时持有被收购公司股份数占该公司已发行的股份总数的比例。The purchaser shall also submit the acquisition report of the listed company to the stock exchange at the same time。

Article 90 A purchaser shall, 15 days after submitting a report on the purchase of a listed company in accordance with the provisions of the preceding article, announce its purchase offer。Within the above time limit, where the securities regulatory body under The State Council finds that the listed company's purchase report does not comply with the provisions of laws and administrative regulations, it shall inform the purchaser in a timely manner, and the purchaser shall not announce its purchase offer。The term stipulated in a purchase offer shall not be less than 30 days and shall not exceed 60 days。

Article 91 A purchaser may not withdraw his purchase offer within the acceptance period specified in a purchase offer。Where a purchaser needs to alter a purchase offer, he must submit a report to the securities regulatory body under The State Council and the stock exchange in advance, and make a public announcement upon approval。

Article 92 The terms and conditions set forth in a purchase order shall apply to all shareholders of the company being purchased。

Article 93 In the case of a purchase by tender offer, the purchaser may not sell the stocks of the company being purchased during the purchase period, nor may he purchase the stocks of the company being purchased in a form other than that specified in the offer and beyond the conditions specified in the offer。

Article 94 Where a purchase is made by agreement, the purchaser may transfer the shares by agreement with the shareholders of the purchased company in accordance with the provisions of laws and administrative regulations。When an agreement is reached to purchase a listed company by agreement, the purchaser must, within three days after the agreement is reached, submit a written report on the agreement to the securities regulatory body under The State Council and the stock exchange, and make a public announcement。The acquisition agreement shall not be performed before the announcement。

Article 95 In the case of purchase by agreement, both parties may temporarily entrust a securities registration and settlement institution to keep the stocks transferred by agreement and deposit the funds in a designated bank。

第九十六条　采取协议收购方式的，收购人收购或者通过协议、其他安排与他人共同收购一个上市公司已发行的股份达到百分之三十时，To proceed with the acquisition，应当向该上市公司所有股东发出收购上市公司全部或者部分股份的要约。However, the securities regulatory body under The State Council has exempted the issuance of an offer。A purchaser who purchases shares of a listed company by 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 Expiration of the acquisition term，The equity distribution of the acquired company does not meet the listing requirements，The stock exchange shall terminate the listing of the shares of the listed company according to law;The remaining shareholders who still own stock in the acquired company，The right to sell its shares to the purchaser on the same terms as the offer，The purchaser shall make the purchase。After the completion of the purchase, if the acquired company no longer meets the requirements of a joint stock limited company, it shall change its form of enterprise according to law。

Article 98 In the purchase of a listed company, the stocks of the purchased listed company held by the purchaser shall not be transferred within 12 months after the purchase is completed。

Article 99 If, after the completion of a purchase, the purchaser merges with the purchased company and dissolves the company, the original stocks of the dissolved company shall be replaced by the purchaser in accordance with law。

Article 100 After a purchase is completed, the purchaser shall, within 15 days, report the purchase to the securities regulatory body under The State Council and the stock exchange, and make a public announcement。

Article 101 The purchase of shares of a listed company held by an investment institution authorized by the State shall be subject to the approval of the competent department concerned in accordance with the regulations of The State Council。The securities regulatory body 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 Exchange

Article 102 A stock exchange is a legal person that provides places and facilities for centralized stock trading, organizes and supervises stock trading, and implements self-disciplined management。The establishment and dissolution of a stock exchange shall be decided by The State Council。

Article 103 Rules of association must be formulated for the establishment of a stock exchange。The formulation and amendment of the constitution 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 the name of a stock exchange or a similar name。

Article 105. The fees and revenues that a stock exchange can use on its own shall first be used to ensure the normal operation and gradual improvement of its stock exchange premises and facilities。The property accumulation of a stock exchange with a membership system shall be owned by the members, and its rights and interests shall be shared by the members, and the property accumulation shall not be distributed to the members during the period of its existence。

Article 106 The board of directors established by a stock exchange。

Article 107 A stock exchange has one general manager, who is appointed or removed by the securities regulatory body under The State Council。

Article 108 There are any of the circumstances prescribed in Article 147 of the Company Law of the People's Republic of China or any of the following circumstances，(1) Persons in charge of a stock exchange, a securities registration and settlement institution, or directors, supervisors, or senior managers of a securities company who have been removed from their posts due to violations of law or discipline，Not more than five years have passed since the date of removal from office;(2) Lawyers, certified public accountants or professionals of investment consulting institutions, financial consulting institutions, credit rating agencies, asset evaluation agencies and verification agencies who have been disqualified for illegal or disciplinary acts，Not more than five years have elapsed since the date of disqualification。

Article 109 Employees of a stock exchange, a securities registration and settlement institution, a securities service institution, or a securities company who have been dismissed for violating laws or discipline, and employees of a state organ who have been dismissed may not be recruited as employees of a stock exchange。

Article 110 Anyone who 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 by writing, telephone or other means。

Article 112. A securities company shall act on the entrustment of investors，Filing of trading reports in accordance with securities exchange rules，Participate in centralized trading on the stock exchange floor，And bear the corresponding clearing and settlement responsibilities according to the transaction results;Securities registration and settlement institutions based on transaction results，In accordance with clearing and settlement rules，Clearing and settlement of securities and funds with securities companies，And handle securities registration and transfer procedures for clients of securities companies。

Article 113. A stock exchange shall provide guarantee for the organization of fair and centralized trading, publish real-time stock market quotations, and prepare and publish stock market quotation tables according to the trading day。Without the permission of the stock exchange, no unit or individual may publish real-time quotations for securities trading。

Article 114. When the normal operation of a stock exchange is affected by an emergency, a stock exchange may take technical measures to suspend trading.Due to force majeure emergencies or to maintain the normal order of the stock exchange, the stock exchange may decide to temporarily close the market。Where a stock exchange takes a technical suspension or decides to temporarily suspend trading, it must promptly report to the securities regulatory body under The State Council。

Article 115. A stock exchange shall exercise real-time supervision over stock trading and submit reports on abnormal trading according to the requirements of the securities regulatory body under The State Council。The stock exchange shall supervise the disclosure of information by listed companies and relevant information disclosure obligors, and urge them to disclose information timely and accurately according to law。When necessary, a stock exchange may restrict the trading of a securities account with major abnormal trading conditions and report it to the securities regulatory body under The State Council for the record。

Article 116 A stock exchange shall set up a risk fund by drawing a certain proportion of the transaction fees, membership fees and seat fees it collects。The venture Fund is managed by the Board of Directors of the Stock Exchange。The specific proportion of risk fund withdrawal and the use method shall be formulated by the securities regulatory body under The State Council jointly with the financial department under The State Council。

Article 117 A stock exchange shall deposit the risk funds it receives into a special account of the bank where the account is opened, and shall not use them without authorization。

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

Article 119. Persons in charge of a stock exchange or other employees who have an interest in themselves or their relatives when performing duties related to stock trading shall withdraw。

Article 120 Transactions conducted in accordance with the trading rules formulated in accordance with law may not change the results of the transactions。The civil liability of the illegal trader shall not be exempted;The profits obtained from illegal transactions shall be dealt with in accordance with relevant provisions。

Article 121. Personnel engaged in securities trading at a stock exchange who violate relevant trading rules of the stock exchange shall be subject to disciplinary action by the stock exchange;If the circumstances are serious, its qualification shall be revoked and it shall be prohibited from entering the market for securities trading。

Chapter VI Securities Company

Article 122 The establishment of a securities company must be examined and approved by the securities regulatory body under The State Council。Without the approval of the securities regulatory body under The State Council, no unit or individual may engage in securities business。

Article 123 A securities company as mentioned in this Law refers to a limited liability company or a joint stock limited company established in accordance with the Company Law of the People's Republic of China and the provisions of this Law to handle securities business。

Article 124 Establishment of securities companies，(1) Having a company's articles of association in conformity with the provisions of laws and administrative regulations;(2) The major shareholders have sustainable profitability，In good standing，No record of major violations in the last three years，Net assets not less than RMB 200 million;(3) having registered capital in conformity with the provisions of this Law;(4) Directors, supervisors and senior managers are qualified for office，The employees have the securities qualification;(5) Have a sound risk management and internal control system;(6) having qualified business premises and business facilities;(7) Other conditions prescribed by laws and administrative regulations and prescribed by the securities regulatory body under The State Council with the approval of The State Council。

Article 125 Subject to the approval of the securities regulatory body under The State Council，证券公司可以经营下列部分或者全部业务：（一）证券经纪；（二）证券投资咨询；（三）与证券交易、证券投资活动有关的财务顾问；（四）证券承销与保荐；（五）证券自营；（六）证券资产管理；（七）其他证券业务。

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

Article 127 A securities company is engaged in the business of items (1) to (3) of Article 125 of this Law，The minimum registered capital shall be RMB 50 million;Engaging in any of the businesses listed in Items (4) to (7)，The minimum registered capital shall be RMB 100 million yuan;Engaging in two or more of the businesses listed in items (4) to (7)，The minimum registered capital is RMB 500 million。The registered capital of a securities company shall be the paid-in capital。The securities regulatory body under The State Council may adjust the minimum amount of registered capital in accordance with the principle of prudential supervision and the degree of risk of each business, but it shall not be less than the limit specified in the preceding paragraph。

第一百二十八条　国务院证券监督管理机构应当自受理证券公司设立申请之日起六个月内，依照法定条件和法定程序并根据审慎监管原则进行审查，作出批准或者不予批准的决定，并通知申请人；不予批准的，Reasons should be given。Where the application for the establishment of a securities company is approved, the applicant shall apply for the establishment registration with the company registration authority within the prescribed time limit and obtain the business license。A securities company shall, within 15 days of receiving its business license, apply to the securities regulatory body under The State Council for a securities business license。Without obtaining a securities business license, a securities company may not engage in securities business。

Article 129. A securities company establishes, acquires or cancels its branches，Change of business scope or registered capital，Change the shareholders and actual controllers who hold more than 5 percent of the equity，Change an important clause in the articles of association，Merger, division, change of company form, suspension of business, dissolution, bankruptcy，It must be approved by the securities regulatory body under The State Council。Where a securities company establishes, acquires or shares a securities trading institution overseas, it must obtain approval from the securities regulatory body under The State Council。

Article 130 The securities regulatory body under The State Council shall determine the net capital of a securities company，Ratio of net capital to liabilities，The ratio of net capital to net assets，The ratio of net capital to the scale of self-management, underwriting, asset management, etc，The ratio of liabilities to net assets，And the ratio of current assets to current liabilities and other risk control indicators to make provisions。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 honest, have good conduct, be familiar with the securities laws and administrative regulations, have the operation and management ability necessary to perform their duties, and obtain the office qualification approved by the securities regulatory body under The State Council before taking office。Under any of the circumstances prescribed in Article 147 of the Company Law of the People's Republic of China or under any of the following circumstances，(1) The person in charge of a stock exchange or a securities registration and settlement institution or the director, supervisor or senior manager of a securities company who has been relieved of his/her post due to violations of law or discipline，Not more than five years have passed since the date of removal from office;(2) Lawyers, certified public accountants or professionals of investment consulting institutions, financial consulting institutions, credit rating agencies, asset evaluation agencies and verification agencies who have been disqualified for illegal or disciplinary acts，Not more than five years have elapsed since the date of disqualification。

Article 132 Employees of stock exchanges, securities registration and settlement organizations, securities service organizations, and securities companies who have been dismissed due to violations of law or discipline, and employees of state organs who have been dismissed, shall not be recruited as employees of securities companies。

Article 133 The staff of state organs and other personnel who are prohibited by laws and administrative regulations from holding part-time jobs in companies shall not hold concurrent positions in securities companies。

Article 134 The State establishes a fund for the protection of securities investors。The securities investor protection fund consists of funds paid by securities companies and other funds raised according to law. The specific measures for raising, managing and using the fund shall be formulated by The State Council。

Article 135. Securities companies shall draw a trading risk reserve from their annual after-tax profits to cover losses in securities trading. The specific proportion of such reserve shall be prescribed by the securities regulatory body 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 clients and between different clients。A securities company must handle its securities brokerage business, securities underwriting business, securities proprietary business and securities asset management business separately, and may not mix operations。

Article 137. A securities company shall conduct its own proprietary business in its own name and shall not use the name of others or an individual。Securities companies must use their own funds and funds raised in accordance with the law in their proprietary business。A securities company may not lend its own account to others。

Article 138 Securities companies shall enjoy the right of independent operation according to law, and their lawful operation shall not be interfered with。

Article 139 The trading settlement funds of clients of securities companies shall be deposited in commercial banks and managed separately in the name of each client。The specific measures and implementation steps shall be formulated by The State Council。A securities company may not include its clients' trading settlement funds and securities in its own property。It is prohibited for any unit or individual to misappropriate clients' transaction settlement funds and securities in any form。When a securities company goes bankrupt or liquidated, the client's transaction settlement funds and securities are not part of its bankruptcy property or liquidation property。It shall not seal up, freeze, deduct or enforce the transaction settlement funds and securities of the customer unless it is due to the customer's own debts or other circumstances as prescribed by law。

Article 140 When handling brokerage business, a securities company shall prepare a uniformly formulated power of attorney for securities trading for the use of the client。If other forms of entrustment are adopted, entrustment records must be made。The entrustment records of clients' securities trading entrustment, no matter whether the transaction is completed or not, shall be kept in the securities company within the prescribed period of time。

第一百四十一条　证券公司接受证券买卖的委托，应当根据委托书载明的证券名称、买卖数量、出价方式、价格幅度等，按照交易规则代理买卖证券，如实进行交易记录；买卖成交后，应当按照规定制作买卖成交报告单交付客户。In securities trading, the statement confirming the transaction behavior and the result of the transaction must be true and reviewed by an auditor other than the transaction handler to ensure that the balance of the securities on the book is consistent with the securities actually held。

Article 142 A securities company shall provide securities financing and short selling services for its clients to buy or sell securities in accordance with the provisions of The State Council and shall obtain approval from the securities regulatory body under The State Council。

Article 143. When handling brokerage business, securities companies shall not accept customers' full authorization to decide on securities trading, select types of securities, decide on the quantity or price of securities trading。

Article 144. Securities companies shall not, in any way, make any promise to their clients about their gains from securities trading or to compensate their losses from securities trading。

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

Article 146. Where employees of securities companies carry out the instructions of their securities companies or violate trading rules by taking advantage of their positions during securities trading activities, their securities companies shall bear all responsibilities。

Article 147 Securities companies shall properly keep customer account opening information, entrustment records, transaction records and other information related to internal management and business operation, and no one shall conceal, forge, alter or destroy。The retention period of the above data shall not be less than 20 years。

Article 148. Securities companies shall submit business, financial and other management information and materials to the securities regulatory body under The State Council in accordance with relevant regulations。The securities regulatory body under The State Council has the right to require securities companies, their shareholders and actual controllers to provide relevant information and materials within a specified time limit。The information and materials submitted or provided by securities companies and their shareholders and actual controllers to the securities regulatory body under The State Council must be true, accurate and complete。

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

Article 150 A securities company's net capital or other risk control indicators do not meet the regulations，The securities regulatory body under The State Council shall order it to make corrections within a time limit.Overdue correction，Or its conduct seriously endangers the stable operation of the securities company or damages the legitimate rights and interests of customers，The securities regulatory body under The State Council may distinguish between cases，(1) Restrict business activities，Ordered to suspend some business，Stop approving new business;(2) Stop approving the addition or acquisition of business branches;(3) Limiting the distribution of dividends，限制向董事、监事、高级管理人员支付报酬、提供福利；（四）限制转让财产Or create other rights in the property；（五）责令更换董事、监事、高级管理人员或者限制其权利；（六）责令控股股东转让股权或者限制有关股东行使股东权利；（七）撤销有关业务许可。After rectification, a securities company shall submit a report to the securities regulatory body under The State Council。If the securities regulatory body under The State Council meets the relevant risk control indicators, it shall, within three days from the date of completion of the acceptance inspection, lift the relevant measures prescribed in the preceding paragraph。

Article 151 Where a shareholder of a securities company makes false capital contribution or withdraws capital contribution, the securities regulatory body under The State Council shall order it to make corrections within a time limit and may also order it to transfer the equity of the securities company。The securities regulatory body under The State Council may restrict the rights of shareholders before the shareholders prescribed in the preceding paragraph correct their illegal acts and transfer their equity in the securities company as required。

Article 152 If the directors, supervisors and senior managers of a securities company fail to be diligent and responsible, resulting in major violations of laws and regulations or major risks to the securities company, the securities regulatory body under The State Council may revoke their qualifications and order the company to replace them。

第一百五十三条　证券公司违法经营或者出现重大风险，严重危害证券市场秩序、损害投资者利益的，国务院证券监督管理机构可以对该证券公司采取责令停业整顿、指定其他机构托管、接管或者撤销等监管措施。

Article 154 During the period when a securities company is ordered to suspend business for rectification, or is designated for trusteeship, takeover or liquidation according to law，Or when there is a major risk，Approved by the securities regulatory body under The State Council，The following measures may be taken against the directors, supervisors, senior managers and other directly responsible personnel of the securities company: (1) notify the exit administration authority to prevent them from leaving the country according to law;(2) Apply to the judicial organ to prohibit the transfer, assignment or disposition of the property by other means，Or create other rights in the property。

Chapter VII Securities registration and settlement institutions

Article 155. A securities registration and settlement institution is a non-profit-making legal entity that provides centralized registration, storage and settlement services for securities transactions。The establishment of a securities registration and settlement organization must be approved by the securities regulatory body under The State Council。

Article 156 A securities registration and clearing institution shall be established，应当具备下列条件：（一）自有资金不少于人民币二亿元；（二）具有证券登记、存管和结算服务所必须的场所和设施；（三）主要管理人员和从业人员必须具有证券从业资格；（四）国务院证券监督管理机构规定的其他条件。The name of a securities registration and settlement institution shall indicate the words of securities registration and settlement。

第一百五十七条　证券登记结算机构履行下列职能：（一）证券账户、结算账户的设立；（二）证券的存管和过户；（三）证券持有人名册登记；（四）证券交易所上市证券交易的清算和交收；（五）受发行人的委托派发证券权益；（六）办理与上述业务有关的查询；（七）国务院证券监督管理机构批准的其他业务。

Article 158. Securities registration and settlement shall be operated in a centralized and unified manner throughout the country。The articles of association and business rules of securities registration and clearing institutions shall be formulated according to law and approved by the securities regulatory body under The State Council。

Article 159. All securities held by holders of securities shall be deposited with securities registration and clearing institutions when they are listed and traded。Securities registration and settlement institutions shall not misappropriate the securities of their clients。

Article 160 A securities registration and settlement institution shall provide a list of securities holders and relevant information to a securities issuer。Securities registration and settlement institutions shall, on the basis of the results of securities registration and settlement, confirm the fact that securities holders hold securities and provide registration information for securities holders。Securities registration and settlement institutions shall ensure that the roster of securities holders and the registration and transfer records are true, accurate and complete, and may not be concealed, forged, altered or damaged。

第一百六十一条　证券登记结算机构应当采取下列措施保证业务的正常进行：（一）具有必备的服务设备和完善的数据安全保护措施；（二）建立完善的业务、财务和安全防范等管理制度；（三）建立完善的风险管理系统。

Article 162 A securities registration and settlement institution shall properly keep the original documents and relevant documents and materials for registration, custody and settlement。The retention period shall not be less than twenty years。

Article 163 A securities registration and clearing institution shall establish a securities settlement risk fund to advance or make up for the losses of the securities registration and clearing institution caused by default of 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 participants according to a certain proportion of the securities trading business volume。Measures for the raising and administration of securities settlement risk funds shall be formulated by the securities regulatory body under The State Council jointly with the financial department under The State Council。

Article 164 A securities settlement risk fund shall be deposited in a special account of a designated bank and shall be under special management。After the securities registration and settlement institution compensates with the securities settlement risk fund, it shall seek compensation from the relevant responsible person。

Article 165 An application for dissolution of a securities registration and clearing institution shall be approved by the securities regulatory body under The State Council。

Article 166 An investor who entrusts a securities company to conduct securities trading shall apply for opening a securities account。Securities registration and settlement institutions shall open securities accounts for investors in their own names in accordance with regulations。To apply for opening an account, an investor must hold a legal document proving Chinese citizenship or the status of a Chinese legal person。Except as otherwise provided by the State。

Article 167. When securities registration and settlement institutions provide net settlement services for securities transactions, they shall require settlement participants to deliver securities and funds in full in accordance with the principle of exchange for money, and provide settlement guarantees。Before the completion of settlement, no one may use the securities, funds and collateral used for settlement。If the settlement participant fails to fulfill 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 types 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 completed securities transactions in accordance with business rules, and may not be enforced。

Chapter VIII Securities Service institutions

Article 169 Investment advisory institutions, financial advisory institutions, credit rating agencies, asset evaluation agencies and accounting firms engaged in securities services must obtain approval from the securities regulatory body under The State Council and relevant competent departments。Measures for the administration of examination and approval for investment consulting institutions, financial consulting institutions, credit rating agencies, asset evaluation agencies and accounting firms engaged in securities services shall be formulated by the securities regulatory body under The State Council and the relevant competent departments。

Article 170 The personnel of an investment advisory institution, financial advisory institution or credit rating institution engaged in securities service business must have professional knowledge of securities and at least two years of experience in securities business or securities service business。The securities regulatory body under The State Council shall formulate the standards and administrative measures for certifying its securities professional qualifications。

第一百七十一条　投资咨询机构及其从业人员从事证券服务业务不得有下列行为：（一）代理委托人从事证券投资；（二）与委托人约定分享证券投资收益或者分担证券投资损失；（三）买卖本咨询机构提供服务的上市公司股票；（四）利用传播媒介或者通过其他方式提供、传播虚假或者误导投资者的信息；（五）法律、行政法规禁止的其他行为。If any of the acts listed in the preceding paragraph causes losses to investors, it shall be liable for compensation according to law。

Article 172 Investment consulting institutions and credit rating agencies engaged in securities services shall charge service fees in accordance with the standards or charging methods prescribed by the relevant competent departments under The State Council。

Article 173. Securities service organizations prepare and issue audit reports, asset evaluation reports, financial consultant reports, credit rating reports, legal opinions and other documents for securities business activities such as the issuance, listing and trading of securities，Be diligent and responsible，Verify and verify the authenticity, accuracy and completeness of the content of the documents。Where the documents produced or issued by the issuer contain false records, misleading statements or major omissions, causing losses to others, it shall bear joint and several liability for compensation with the issuer or the listed company, unless it can prove that it is not at fault。

Chapter 9 Stock Brokers Association

Article 174 The securities dealers' association is a self-regulatory organization of the securities industry and a social organization as a legal person。A securities company shall join the securities association。The authority of the stock Brokers Association shall be a general assembly composed of all its members。

Article 175 The constitution of the securities industry association shall be formulated by the general assembly of its members and submitted to the securities regulatory body under The State Council for the record。

(1) Educate and organize members to abide by securities laws and administrative regulations;(2) Safeguarding the legitimate rights and interests of members according to law，Report members' suggestions and requirements to the securities regulatory body;(3) Collecting and sorting securities information，Provide services to members;(4) Formulate rules to be observed by members，Organize professional training for employees of member units，To carry out business exchanges among members;(5) To mediate securities business disputes between members and between members and customers;(6) organize members to conduct research on the development, operation and related contents of the securities industry;(7) To supervise and inspect the behavior of members，Violating laws, administrative regulations or the articles of association，To impose disciplinary sanctions in accordance with regulations;(8) Other duties as stipulated in the articles of association of the Securities dealers。

Article 177 The stock brokers' association shall establish a board of directors。The members of the Council shall be elected in accordance with the provisions of the bylaws。

Chapter X Securities Regulatory Bodies

Article 178. The securities regulatory body under The State Council shall exercise supervision and administration over the securities market according to law, maintain the order of the market and ensure its lawful operation。

The securities regulatory body under The State Council shall perform the following duties in its supervision and administration of the securities market: (1) formulate rules and regulations for supervision and administration of the securities market according to law，And exercise the power of examination and approval according to law;(2) Issuance, listing, trading, registration, depository and settlement of securities according to law，Conduct supervision and administration;(3) The securities business activities of securities issuers, listed companies, securities companies, securities investment fund management companies, securities service organizations, stock exchanges, and securities registration and settlement organizations according to law，Conduct supervision and administration;(4) To formulate qualification standards and codes of conduct for personnel engaged in securities business according to law，并监督实施；（五）依法监督检查证券发行、上市和交易的mg官方电子平台情况；（六）依法对证券业协会的活动进行指导和监督；（七）依法对违反证券市场监督管理法律、行政法规的行为进行查处；（八）法律、行政法规规定的其他职责。The securities regulatory body under The State Council may establish a cooperation mechanism for supervision and administration with the securities regulatory bodies of other countries or regions to carry out cross-border supervision and administration。

Article 180 The securities regulatory body under The State Council shall perform its duties according to law，有权采取下列措施：（一）对证券发行人、上市公司、证券公司、证券投资基金管理公司、证券服务机构、证券交易所、证券登记结算机构进行现场检查；（二）进入涉嫌违法行为发生场所调查取证；（三）询问当事人和与被调查事件有关的单位和个人，要求其对与被调查事件有关的事项作出说明；（四）查阅、复制与被调查事件有关的财产权登记、通讯记录等资料；（五）查阅、复制当事人和与被调查事件有关的单位和个人的证券交易记录、登记过户记录、财务会计资料及其他相关文件和资料；对可能被转移、隐匿或者毁损的文件和资料，It may be sealed up;(6) to inquire into the fund accounts, securities accounts and bank accounts of the parties and the units and individuals related to the incident under investigation;Where there is evidence to prove that illegal funds, securities and other assets involved in the case have been or may be transferred or concealed, or that important evidence has been concealed, forged or destroyed，Approved by the principal person in charge of the securities regulatory body under The State Council，It may be frozen or sealed;(7) When investigating major securities violations such as manipulation of the securities market and insider trading，Approved by the principal person in charge of the securities regulatory body under The State Council，The trading of securities by the parties to the investigation may be restricted，However, the period of restriction shall not exceed 15 trading days;complex，Can be extended by 15 trading days。

Article 181 The securities regulatory body under The State Council shall perform its duties according to law and conduct supervision, inspection or investigation, and shall have at least two persons supervising, inspecting or investigating, and shall present their legal certificates and notice of supervision, inspection or investigation。If there are less than two persons for supervision, inspection and investigation or if they fail to produce their lawful certificates and the notice of supervision, inspection and investigation, the unit under inspection or investigation shall have the right to refuse。

Article 182. Staff members 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 may not take advantage of their positions to seek illegitimate benefits, and may not disclose the business secrets of relevant units and individuals they know。

Article 183 When the securities regulatory body under The State Council performs its duties according to law, the units and individuals under inspection and investigation shall cooperate, truthfully provide relevant documents and materials, and shall not refuse, obstruct or conceal them。

Article 184 The rules, rules and supervision and administration system formulated by the securities regulatory body under The State Council shall be made public。The securities regulatory body under The State Council shall, on the basis of the investigation results, make a decision on the punishment of securities violations, which shall be made public。

Article 185 The securities regulatory body under The State Council shall establish a supervision and management information sharing mechanism with other financial regulatory bodies under The State Council。When the securities regulatory body under The State Council performs its duties according to law and conducts supervision, inspection or investigation, the relevant departments shall cooperate。

Article 186 Where the securities regulatory body under The State Council performs its duties according to law and finds securities violations suspected of crimes, it shall transfer the case to the judicial organ for handling。

Article 187. No member of the securities regulatory body under The State Council may hold a post in any institution under its supervision。

第十一章　法律责任

Article 188 Without the approval of the statutory authority，Public offering of securities without authorization or in disguised form，Order suspension of issue，Refund the funds raised plus interest on the bank deposit for the same period，A fine of not less than 1 percent but not more than 5 percent of the amount of funds illegally raised;Companies established by publicly issuing securities without authorization or in disguised form，The organs or departments that perform the duties of supervision and administration according to law shall, in conjunction with the local people's governments at or above the county level, ban them。The persons directly 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 shall be imposed。

Article 189 Where an issuer fails to meet the conditions for issuance, obtains issuance approval by deception and fails to issue securities, a fine of not less than 300,000 yuan but not more than 600,000 yuan shall be imposed;Where securities have been issued, a fine of not less than 1 percent but not more than 5 percent of the amount of funds illegally raised shall be imposed。A fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed on the persons in charge who are directly responsible and other persons who are directly responsible。Where the controlling shareholder or actual controller of the issuer instigated the illegal acts mentioned in the preceding paragraph, he shall be punished in accordance with the provisions of the preceding paragraph。

Article 190 A securities company underwrites or acts as an agent to buy or sell securities that are publicly issued without approval，Order to stop underwriting or acting as an agent，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 300,000 yuan，Impose a fine of not less than 300,000 yuan but not more than 600,000 yuan。Where losses are caused to investors, the issuer shall be jointly and severally liable for compensation。The persons in charge directly responsible and other persons directly responsible shall be given a warning, their qualifications for holding office or practising securities 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 Where a securities company underwrites securities and commits any of the following acts, it shall be ordered to make corrections, given a warning, its illegal gains shall be confiscated, and a fine of not less than 300,000 yuan but not more than 600,000 yuan may be imposed.If the circumstances are serious, the relevant business license shall be suspended or revoked。Where losses are caused to other securities underwriting institutions or investors, they shall be liable for compensation according to law。Give a warning to the directly responsible person in charge and other directly responsible personnel，May concurrently impose a fine of not less than 30,000 yuan but not more than 300,000 yuan;serious，(1) engaging in false or misleading advertising or other promotional activities;(2) soliciting underwriting business by means of unfair competition;(3) Other acts in violation of securities underwriting regulations。

Article 192 A sponsor produces a letter of recommendation with false records, misleading statements or major omissions，Or failing to perform other statutory duties，Order correction，Give a warning，Forfeiture of business income，And impose a fine of not less than one time but not more than five times the business income;serious，Suspend or revoke relevant business licenses。The persons directly in charge 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 holding qualification or securities practice qualification shall be revoked。

Article 193 Issuers, listed companies or other information disclosure obligations that fail to disclose information in accordance with regulations, or the information disclosed contains false records, misleading statements or major omissions, 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 persons directly 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 shall be imposed。Issuers, listed companies or other information disclosure obligations fail to submit the relevant reports in accordance with regulations, or the reports submitted contain false records, misleading statements or major omissions, 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 persons directly 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 shall be imposed。Where the controlling shareholder or actual controller of the issuer, listed company or other information disclosure obligor instits him to engage in the illegal acts mentioned in the preceding two paragraphs, he shall be punished in accordance with the provisions of the preceding two paragraphs。

Article 194 Where an issuer or a listed company arbitrarily changes the purpose of the funds raised by the public offering of securities, it shall be ordered to make corrections, the persons directly 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 shall be imposed。Where the issuer, the controlling shareholder or the actual controller of the listed company instigation to engage in the illegal acts mentioned in the preceding paragraph, he shall be given a warning and imposed a fine of 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 Any director, supervisor, senior manager or shareholder of a listed company who buys or sells shares of the company in violation of the provisions of Article 47 of this Law shall be given a warning and may concurrently be fined not less than 30,000 yuan but not more than 100,000 yuan。

第一百九十六条　非法开设证券交易场所的，由县级以上人民政府予以取缔，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 100,000 yuan，处以十万元以上五十万元以下的罚款。The persons directly 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 shall be imposed。

Article 197 Without approval，Setting up securities companies without authorization or illegally conducting securities business，It shall be banned by the securities regulatory agency，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 300,000 yuan，Impose a fine of 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 given a warning, and a fine of not less than 30,000 yuan but not more than 300,000 yuan shall be imposed。

Article 198 Violation of the provisions of this Law，Employing persons who do not have holding qualifications or securities qualifications，The securities regulatory body shall order it to make corrections，Give a warning，May concurrently impose a fine of not less than 100,000 yuan but not more than 300,000 yuan;Give a warning to the person in charge directly responsible，A fine of not less than 30,000 yuan but not more than 100,000 yuan may also be imposed。

Article 199 Persons prohibited by laws and administrative regulations from participating in stock trading，Holding, trading stocks directly or under an assumed name or in the name of another person，Order to dispose of the illegally held stocks according to law，Confiscation of illegal gains，And impose a fine of less than the equivalent value of stock trading;Belonging to state workers，They shall also be given administrative sanctions according to law。

Article 200 Employees of stock exchanges, securities companies, securities registration and settlement organizations, securities service organizations, or staff members of the securities association，Knowingly providing false information，Concealing, forging, altering or destroying transaction records，Tricking investors into buying or selling securities，Revocation of securities qualification，And impose a fine of not less than 30,000 yuan but not more than 100,000 yuan;Belonging to state workers，They shall also be given administrative sanctions according to law。

Article 201 Securities service organizations and personnel that issue audit reports, asset evaluation reports, legal opinions and other documents for the issuance, listing and trading of stocks，Trading stocks in violation of the provisions of Article 45 of this Law，Order to dispose of the illegally held stocks according to law，Confiscation of illegal gains，And a fine of less than the equivalent value of stock trading。

Article 202 Persons who know inside information about securities trading or those who illegally obtain inside information，Before the issuance or trading of securities or other information that has a significant impact on the price of securities is made public，Trade in securities，Or leak that information，Or advising others to buy or sell the securities，Order to dispose of illegally held securities according to law，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 30,000 yuan，Impose a fine of not less than 30,000 yuan but not more than 600,000 yuan。Where a unit engages in insider trading, it shall also give a warning to the persons in charge directly responsible and other persons directly responsible, and impose a fine of not less than 30,000 yuan but not more than 300,000 yuan。Any employee of a securities regulatory body who conducts insider trading shall be given a heavier punishment。

第二百零三条　违反本法规定，操纵证券市场的，Order to dispose of illegally held securities according to law，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 300,000 yuan，处以三十万元以上三百万元以下的罚款。Where a unit manipulates the securities market, it shall also give a warning to the persons directly 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 restricted transfer period shall be ordered to make corrections, given a warning, and fined not more than the equivalent value of the securities he buys or sells。The persons directly 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 shall be imposed。

Article 205 Where a securities company, in violation of this Law, provides margin financing for the trading of securities by its clients, its illegal gains shall be confiscated, its relevant business licenses suspended or revoked, and a fine of less than the equivalent value of illegal margin financing shall be imposed。The persons in charge directly responsible and other persons directly responsible shall be given a warning, their qualifications for holding office or practising securities 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 Violation of the provisions of the first and third paragraphs of Article 78 of this Law，Disturbing the stock market，The securities regulatory body shall order it to make corrections，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 30,000 yuan，Impose a fine of not less than 30,000 yuan but not more than 200,000 yuan。

Article 207 Whoever, in violation of the provisions of the second paragraph of Article 78 of this Law, makes false statements or misleading information in securities trading activities shall be ordered to make corrections, and a fine of not less than 30,000 yuan but not more than 200,000 yuan shall be imposed;If they are state workers, they shall also be given administrative sanctions according to law。

Article 208 Violation of this Law，A legal person establishes an account in the name of another person or uses another person's account to trade securities，Order correction，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 30,000 yuan，To impose a fine of not less than 30,000 yuan but not more than 300,000 yuan。The persons directly 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 100,000 yuan shall be imposed。Where a securities company provides its own or another person's securities trading account for the illegal acts specified in the preceding paragraph, in addition to being punished according to the provisions of the preceding paragraph, it shall also revoke the office qualifications or securities professional qualifications of the directly responsible persons in charge and other directly responsible persons。

Article 209 A securities company violates this Law，Engaging in securities proprietary business in the name of another person or in the name of an individual，Order correction，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 300,000 yuan，Imposing a fine of not less than 300,000 yuan but not more than 600,000 yuan;serious，Suspend or revoke the license for securities proprietary business。The persons in charge directly responsible and other persons directly responsible shall be given a warning, their qualifications for holding office or practising securities 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 Where a securities company buys or sells securities or transacts transactions against its clients' entrustment, or transacts transactions other than transactions against its clients' true intention, it shall be ordered to make corrections, and a fine of between 10,000 yuan and 100,000 yuan shall be imposed。If any loss is caused to the customer, it shall be liable for compensation according to law。

Article 211. Securities companies and securities registration and clearing institutions misappropriate clients' funds or securities，Or without the client's consent，Buying and selling securities for clients without authorization，Order correction，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 100,000 yuan，Imposing a fine of not less than 100,000 yuan but not more than 600,000 yuan;serious，Order closure or revocation of relevant business licenses。The persons in charge directly responsible and other persons directly responsible shall be given a warning, their qualifications for holding office or practising securities 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. Securities companies handle brokerage business，Accepting a client's carte Blanche to buy or sell securities，Or the securities company has made a commitment to its clients' profits from trading securities or to compensate their losses from trading securities，Order correction，Confiscation of illegal gains，And impose a fine of not less than 50,000 yuan but not more than 200,000 yuan，Relevant business licenses may be suspended or revoked。The directly responsible persons in charge and other directly responsible persons shall be given a warning, and a fine of not less than 30,000 yuan but not more than 100,000 yuan shall be imposed, and their qualifications for holding office or practising securities may be revoked。

Article 213 A purchaser fails, in accordance with the provisions of this Law, to fulfill obligations such as announcing the purchase of a listed company, issuing a purchase offer or submitting a purchase report of a listed company, or changes the purchase offer without authorization，Order correction，Give a warning，And impose a fine of not less than 100,000 yuan but not more than 300,000 yuan;Before correction，The purchaser shall not exercise his voting rights with respect to the shares he has purchased or which he has jointly purchased with others through an agreement or other arrangement。The persons directly 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 shall be imposed。

Article 214 Where an acquirer or the acquirer's controlling shareholder damages the lawful rights and interests of the purchased company and its shareholders by taking advantage of a listed company, he 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 according to law。The persons directly 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 shall be imposed。

Article 215 Securities companies and their employees violate this Law，Privately accepting clients to buy or sell securities，Order correction，Give a warning，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 100,000 yuan，To impose a fine of not less than 100,000 yuan but not more than 300,000 yuan。

Article 216 Where a securities company violates regulations and conducts transactions of unlisted securities without approval, it shall be ordered to make corrections, its illegal earnings shall be confiscated, and a fine of between one and five times its illegal earnings shall be imposed。

Article 217 Where a securities company fails to start business more than three months after its establishment without justifiable reasons, or ceases business on its own for more than three consecutive months after its establishment, its business license shall be revoked by the company registration authority。

Article 218 Securities companies violate the provisions of Article 129 of this Law，Establishment, acquisition or withdrawal of branches without authorization，Or merger, division, suspension of business, dissolution or bankruptcy，Or establishing, purchasing, or participating in securities trading institutions overseas，Order correction，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 100,000 yuan，To impose a fine of not less than 100,000 yuan but not more than 600,000 yuan。The person in charge who is 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 violates the provisions of Article 129 of this Law and arbitrarily changes relevant matters, it shall be ordered to make corrections, and a fine of between 100,000 yuan and 300,000 yuan shall be imposed。The person in charge who is directly responsible shall be given a warning and fined not more than 50,000 yuan。

Article 219 Securities companies violate the provisions of this Law，Operating securities business beyond the scope of business license，Order correction，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 300,000 yuan，Imposing a fine of not less than 300,000 yuan but not more than 600,000 yuan;serious，Order closure。The persons in charge directly responsible and other persons directly responsible shall be given a warning, their qualifications for holding office or practising securities 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 A securities company shall conduct its securities brokerage business, securities underwriting business, securities proprietary business and securities assets management business，Not separately according to law，mixed-operation，Order correction，Confiscation of illegal gains，And impose a fine of not less than 300,000 yuan but not more than 600,000 yuan;serious，Revoke relevant business licenses。The persons directly in charge 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 holding qualification or securities practice qualification shall be revoked。

Article 221 Where a securities company obtains a securities business license by submitting false certification documents or concealing important facts by other fraudulent means, or where a securities company has committed serious violations in securities trading and is no longer qualified to operate, the securities regulatory body shall revoke its securities business license。

Article 222. A securities company or its shareholders or actual controllers violate regulations，Refusing to submit or provide business management information and materials to the securities regulatory body，Or the business management information and materials submitted or provided contain false records, misleading statements or major omissions，Order correction，Give a warning，And impose a fine of not less than 30,000 yuan but not more than 300,000 yuan，The relevant business licenses of securities companies may be suspended or revoked。The directly responsible persons in charge and other directly responsible persons shall be given a warning and fined not more than 30,000 yuan, and their qualifications for holding office or practising securities may be revoked。Where a securities company provides financing or guarantees 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。A fine of not less than 30,000 yuan but not more than 100,000 yuan shall be imposed on the persons directly in charge and other persons directly responsible。Where a shareholder is at fault, the securities regulatory body under The State Council may restrict the shareholder's rights before making corrections as required;If it refuses to make corrections, it may be ordered to transfer its equity of the securities company。

第二百二十三条　证券服务机构未勤勉尽责，所制作、出具的文件There are false records, misleading statements or material omissions的，Order correction，Forfeiture of business income，暂停或者撤销证券服务业务许可，并处以业务收入一倍以上五倍以下的罚款。The persons in charge directly responsible and other persons directly responsible shall be given a warning, their qualifications for practising securities shall be revoked, and a fine of not less than 30,000 yuan but not more than 100,000 yuan shall be imposed。

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

Article 225 Listed companies, securities companies, stock exchanges, securities registration and settlement organizations, and securities service organizations，Failing to keep relevant documents and materials in accordance with relevant regulations，Order correction，Give a warning，And impose a fine of not less than 30,000 yuan but not more than 300,000 yuan;Concealing, forging, altering or destroying relevant documents and materials，Give a warning，And impose a fine of not less than 300,000 yuan but not more than 600,000 yuan。

Article 226 Where a securities registration and settlement institution is established without the approval of the securities regulatory body under The State Council, the securities regulatory body shall ban it, confiscate its illegal earnings, and impose a fine of not less than one time but not more than five times its illegal earnings。Investment consulting institutions, financial consulting institutions, credit rating agencies, asset evaluation agencies and accounting firms that engage in securities service business without approval shall be ordered to make corrections, their illegal earnings shall be confiscated, and a fine of not less than one time but not more than five times their illegal earnings shall be imposed。Securities registration and clearing institutions or securities service institutions violate the provisions of this Law or the business rules formulated according to law，The securities regulatory body shall order it to make corrections，Confiscation of illegal gains，A fine of not less than one time but not more than five times the illegal earnings shall be imposed;Having no illegal gains or having illegal gains of less than 100,000 yuan，Imposing a fine of not less than 100,000 yuan but not more than 300,000 yuan;serious，Order to close or revoke the securities service business license。

Article 227 The securities regulatory body under The State Council or the department authorized by The State Council falls under any of the following circumstances，To the directly responsible persons in charge and other directly responsible persons，依法给予行政处分：（一）对不符合本法规定的发行证券、设立证券公司等申请予以核准、批准的；（二）违反规定采取本法第一百八十条规定的现场检查、调查取证、查询、冻结或者查封等措施的；（三）违反规定对有关机构和人员实施行政处罚的；（四）其他不依法履行职责的行为。

第二百二十八条　证券监督管理机构的工作人员和发行审核委员会的组成人员，不履行本法规定的职责，滥用职权、玩忽职守，利用职务便利牟取不正当利益，或者泄露所知悉的有关单位和个人的商业秘密的，依法追究法律责任。

Article 229 Where a stock exchange examines and approves an application for listing securities that fails to meet the conditions prescribed in this Law, it shall give a warning, confiscate its business income, and impose a fine of not less than one time but not more than five times its business income。The persons directly 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 shall be imposed。

Article 230 Whoever refuses or obstructs a securities regulatory body and its staff from exercising their functions and powers of supervision, inspection and investigation according to law without resorting to violence or threats shall be punished for public security administration according to law。

Article 231 Whoever 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 a fine or fine, he shall bear civil liability for compensation first if his property is insufficient to pay the fine at the same time。

Article 233 If a person violates laws, administrative regulations or relevant regulations of the securities regulatory body under The State Council and the circumstances are serious, the securities regulatory body under The State Council may take measures to ban the relevant responsible persons from entering the securities market。The prohibition of entry to the securities market as mentioned in the preceding paragraph refers to the system of prohibiting people from engaging in securities business or serving as directors, supervisors or senior managers of listed companies within a certain period of time until life。

Article 234 All fines and confiscated illegal gains collected in accordance with this Law shall be turned over to the state Treasury。

Article 235 If a party refuses to accept the punishment decision of a securities regulatory body or a department authorized by The State Council, it may apply for administrative reconsideration according to law, or directly bring a lawsuit to a people's court according to law。

Chapter XII Supplementary Provisions

Article 236 The securities that have been approved for listing and trading on the stock exchanges in accordance with administrative regulations before the implementation of this Law shall continue to be traded according to law。If a securities trading institution established with approval in accordance with administrative regulations and the provisions of the financial administrative department under The State Council before the implementation of this Law does not fully comply with the provisions of this Law, it shall meet the requirements of this Law within the prescribed time limit。Specific implementation measures shall be formulated separately by The State Council。

Article 237 When an issuer applies for approval to publicly issue shares or corporate bonds, it shall pay examination fees in accordance with relevant provisions。

Article 238 Where a domestic enterprise directly or indirectly issues securities abroad or lists its securities for trading abroad, it must obtain approval from the securities regulatory body under The State Council in accordance with The State Council's regulations。

Article 239 Specific measures for the purchase and trading of stocks of domestic companies in foreign currencies shall be formulated separately by The State Council。

Article 240 This Law shall come into force as of January 1, 2006。