Basic information
Order of the President No. 14
Effectiveness level law
Timeliness In effect
Release date 2014-08-31
Implementation Date 2014-08-31
The Standing Committee of the National People's Congress 

　　Chapter I General rules
　　Article one
　　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 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 shall be established separately from banks, trust industry and insurance business institutions。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 VIII
　　Under 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。
　　The ninth article
　　According to law, the state auditing organ shall exercise auditing supervision over stock exchanges, securities companies, securities registration and settlement institutions, and securities regulatory bodies。
　　Chapter II Issuing Bank
　　Article ten
　　To publicly issue securities, it must meet the requirements prescribed by laws and administrative regulations, and report 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，为公开发行： （一）向不特定对象发行证券的； （二）向特定对象发行证券累计超过二百人的； （三）法律、行政法规规定的其他发行行为。 The non-public offering of securities shall not be made through advertising, public persuasion or disguised disclosure。
　　Article 11
　　Where an issuer applies for the public issuance of shares or corporate bonds that can be converted into shares and adopts the mode of underwriting according to law, or other securities that are subject to the sponsor system as prescribed by laws or administrative regulations, it shall engage an institution qualified for sponsor to act as the 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
　　Set up a joint stock limited company 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，向国务院证券监督管理机构报送募股申请和下列文件： （一）Articles of association； （二）发起人协议； （三）发起人姓名或者名称，发起人认购的股份数、出资种类及验资证明； （四）招股说明书； （五）代收股款银行的名称及地址； （六）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。 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
　　The company issues new shares to the public，应当符合下列条件： （一）具备健全且运行良好的组织机构； （二）具有持续盈利能力，财务状况良好； （三）最近三年财务会计文件无虚假记载，无其他重大违法行为； （四）经国务院批准的国务院证券监督管理机构规定的其他条件。 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 issues new shares to the public，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）公司章 程； （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
　　The 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
　　Public issuance of 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
　　Apply 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）公司章 程； （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，不得再次Public issuance of corporate bonds： （一）前一次公开发行的公司债券尚未募足； （二）对已公开发行的公司债券或者其他债务有违约或者延迟支付本息的事实，仍处于继续状态； （三）违反本法规定，Change the use of funds raised by public issuance of corporate bonds。
　　Article 19
　　When an issuer applies for approval of the issuance of securities in accordance with the law, the format and method of submitting the application documents shall be prescribed by the institution or department in charge of approval according to the law。
　　Article 20
　　The application documents for securities issuance submitted by the 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
　　After the application for the issuance of securities is approved, 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 the stock is issued in accordance with the 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
　　Issuers of publicly issued securities have the right to independently choose securities companies to underwrite them according to law。Securities companies shall not solicit securities underwriting business by means of unfair competition。
　　Article 30
　　Securities firms underwrite 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。
　　Article 31
　　When underwriting securities, a securities company shall check the authenticity, accuracy and completeness of the public offering documents;Where false records, misleading statements or major omissions are found, sales activities shall not be carried out;If it has been sold, it must immediately stop the sales activities and take corrective measures。
　　Article 32
　　Where the total face value of securities issued to an unspecified party exceeds RMB 50 million, 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
　　If 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
　　When a stock issue adopts the form of commission sale, the issue shall fail if 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 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
　　When the period for selling or underwriting a public stock issue expires, the issuer shall, within the prescribed time limit, report the stock issue to the securities regulatory body under The State Council for the record。
　　Chapter Three: Securities exchange
　　Article 37
　　The securities that the parties to a securities transaction buy and sell according to law must be the securities that have been 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, 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 securities transaction may be in paper form or other forms prescribed by the securities regulatory body under The State Council。
　　Article 42
　　Securities trading shall be conducted on spot and in other ways prescribed by The State Council。
　　Article 43
　　Employees of stock exchanges, securities companies, securities registration and settlement institutions, 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 must keep the accounts opened by customers confidential in accordance with the law。
　　Article 45
　　Securities service agencies and personnel that issue audit reports, asset evaluation reports, legal opinions and other documents for stock issuance are not allowed to buy or sell such stocks within the underwriting period and 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
　　上市公司董事、监事、高级管理人员、持有上市公司股份百分之五以上的股东，将其持有的该公司的股票在买入后六个月内卖出，或者在卖出后六个月内又买入，由此所得收益归该公司所有，公司董事会应当收回其所得收益。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。
　　Article 48
　　To apply for listing a stock, an application shall be submitted to the stock exchange, which shall examine and approve it 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
　　To apply for the listing of stocks, corporate bonds that can be converted into stocks, or other securities that implement the sponsor system according to laws and administrative regulations, an institution with sponsor qualifications shall be hired as the sponsor。 The provisions of the second and third paragraphs of Article 11 of this Law shall apply to listing sponsors。
　　Article 50
　　A company limited by shares applies for stock listing，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，公开发行股份的比例为百分之十以上； （四）公司最近三年无重大违法行为，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 stock trading of companies that meet the industrial policies and meet the listing conditions。
　　Article 52
　　Apply 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）公司章 程； （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 the application for listing shares, the company that has signed the listing agreement shall, within a prescribed time limit, announce the relevant documents concerning the listing of 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
　　The listed company has one of the following circumstances，由证券交易所决定暂停其股票上市交易： （一）公司股本总额、股权分布等发生变化不再具备上市条件； （二）公司不按照规定公开其财务状况，Or make false records in financial accounting reports，可能误导投资者； （三）公司有重大违法行为； （四）公司最近三年连续亏损； （五）证券交易所上市规则规定的其他情形。
　　Article 56
　　The listed company has one 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，在证券交易所规定的期限内仍不能达到上市条件； （二）公司不按照规定公开其财务状况，Or make false records in financial accounting reports，且拒绝纠正； （三）公司最近三年连续亏损，在其后一个年度内未能恢复盈利； （四）公司解散或者被宣告破产； （五）证券交易所上市规则规定的其他情形。
　　Article 57
　　公司Apply for the listing of corporate bonds，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
　　Apply for the listing of corporate 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）公司章 程； （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 a prescribed time limit, announce its bond listing documents and other relevant documents, and place its application documents at designated places for public inspection。
　　Article 60
　　Corporate bonds after 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。
　　Article 61
　　If a company has one of the circumstances listed in Items (1) and (4) of the preceding article and the consequences are serious after verification, or if it has one of the circumstances listed in items (2), (3) and (5) of the preceding article and fails to eliminate it within the time limit, the stock exchange shall decide to terminate the listing of its bonds。 Where a company is dissolved or declared bankrupt, the stock exchange shall terminate the listing of its bonds。
　　Article 62
　　Those who are not satisfied with the decision of not listing, suspending or terminating the listing made by the stock exchange may apply to the review institution established by the stock exchange for review。
　　Article 63
　　The information disclosed by the issuer or listed company according to law must be true, accurate and complete, and there must be no false records, misleading statements or major omissions。
　　Article 64
　　If the securities regulatory body under The State Council has approved the public issuance of shares in accordance with the law, or the department authorized by The State Council has approved the public issuance of corporate bonds in accordance with the law, it shall announce the prospectus and the method for raising corporate bonds。Where a company publicly issues new shares or bonds according to law, it shall also announce its financial accounting report。
　　Article 65
　　Listed companies and companies whose corporate 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
　　Listed companies and companies whose corporate 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，And published： （一）Company profile； （二）公司财务会计报告和经营情况； （三）董事、监事、高级管理人员简介及其持股情况； （四）已发行的股票、公司债券情况，包括持有公司股份最多的前十名股东的名单和持股数额； （五）公司的实际控制人； （六）国务院证券监督管理机构规定的其他事项。
　　Article 67
　　Major events occur that may have a greater impact on the trading price of listed companies，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。 下列情况为前款所称重大事件： （一）公司的经营方针和经营范围的重大变化； （二）公司的重大投资行为和重大的购置财产的决定； （三）公司订立重要合同，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，其持有股份或者控制公司的情况发生较大变化； （九）公司减资、合并、分立、解散及申请破产的决定； （十）涉及公司的重大诉讼，股东大会、董事会决议被依法撤销或者宣告无效； （十一）公司涉嫌犯罪被司法机关立案调查，公司董事、监事、高级管理人员涉嫌犯罪被司法机关采取强制措施； （十二）国务院证券监督管理机构规定的其他事项。
　　Article 68
　　The directors and senior managers of the 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 announced by issuers and listed companies, corporate bond offering methods, 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。
　　Article 71
　　The securities regulatory body under The State Council shall supervise the annual reports, interim reports, interim reports and public announcements of listed companies, the distribution or placement of new shares by listed companies, and the acts of the controlling shareholders and information disclosure obligors of listed companies。 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。
　　Article 73
　　Those who know inside information of securities trading and those who illegally obtain inside information are prohibited from using inside information to engage in securities trading activities。
　　Article 74
　　证券交易内幕信息的知情人包括： （一）发行人的董事、监事、高级管理人员； （二）持有公司百分之五以上股份的股东及其董事、监事、高级管理人员，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 that has not been made public and has a significant impact on the market price of the company's securities is called inside information。 下列信息皆属内幕信息： （一）本法Article 67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 buy or sell the securities of the company before the insider information is made public, or disclose the information, or advise 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
　　It is prohibited for anyone 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，操纵证券交易价格或者证券交易量； （二）与他人串通，To transact securities with each other at a pre-agreed time, price and manner，影响证券交易价格或者证券交易量； （三）在自己实际控制的账户之间进行证券交易，影响证券交易价格或者证券交易量； （四）以其他手段操纵证券市场。 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。
　　Article 79
　　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，或者假借客户的名义买卖证券； （五）为牟取佣金收入，诱使客户进行不必要的证券买卖； （六）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； （七）其他违背客户真实意思表示，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
　　We will expand channels for capital to enter the market in accordance with the law and prohibit capital 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 in state-owned assets must abide by the relevant provisions of the State when buying and selling listed stocks。
　　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
　　Investors may acquire listed companies by offer, agreement or other legal 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
　　依照前条规定所作的书面报告和公告，应当包括下列内容： （一）持股人的名称、住所； （二）持有的股票的名称、数额； （三）持股达到法定比例或者持股增减变化达到法定比例的日期。
　　Article 88
　　Securities trading through a stock exchange，投资者持有或者通过协议、其他安排与他人共同持有一个上市公司已发行的股份达到百分之三十时，继续进行收购的，应当依法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。 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
　　Make a tender offer in accordance with the preceding article，The purchaser must publish the acquisition report of the listed company，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）公告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。
　　Article 90
　　The term stipulated in a purchase offer shall not be less than 30 days and shall not exceed 60 days。
　　Article 91
　　The purchaser may not withdraw his purchase offer within the acceptance period specified in the purchase offer。If a purchaser needs to change the purchase offer, it must make a timely announcement, specifying the specific changes。
　　Article 92
　　The conditions set forth in the tender offer apply to all shareholders of the acquired company。
　　Article 93
　　In the case of a tender offer, the purchaser shall not sell the stocks of the company to be purchased during the purchase period, nor shall he purchase the stocks of the company to be purchased in a form other than that specified in the tender offer and beyond the conditions specified in the tender offer。
　　Article 94
　　Where a purchase is made by agreement, the purchaser may, in accordance with the provisions of laws and administrative regulations, transfer the shares with the shareholders of the purchased company by agreement。 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 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。
　　Article 96
　　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，继续进行收购的，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
　　收购期限届满，被收购公司股权分布不符合上市条件的，该上市公司的股票应当由证券交易所依法终止上市交易；其余仍持有被收购公司股票的股东，有权向收购人以收购要约的同等条件出售其股票，收购人应当收购。 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 acquisition of a listed company, the shares of the purchased listed company held by the purchaser shall not be transferred within 12 months after the completion of the acquisition。
　　Article 99
　　After the completion of the purchase, if the purchaser merges with the acquired company and dissolves the company, the original shares of the dissolved company shall be replaced by the purchaser according to law。
　　Article 100
　　After the 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 listed companies held by institutions authorized by the State for investment shall, in accordance with the provisions of The State Council, be approved by the competent departments concerned。 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 entity that provides places and facilities for centralized securities trading, organizes and supervises securities trading, and implements self-regulatory management。 The establishment and dissolution of a stock exchange shall be decided by The State Council。
　　Article 103
　　To establish a stock exchange, a charter must be drawn up。 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 fees that a stock exchange can use on its own shall, first of all, 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
　　A stock exchange shall have a board of directors。
　　Article 107
　　A stock exchange has a general manager who is appointed or removed by the securities regulatory body under The State Council。
　　Article 108
　　Under any of the circumstances prescribed in Article 146 of the Company Law of the People's Republic of China or under 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，自被解除职务之日起未逾五年； （二）因违法行为或者违纪行为被撤销资格的律师、注册会计师或者投资咨询机构、财务顾问机构、资信评级机构、资产评估机构、验证机构的专业人员，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 due to violations of law or discipline, and employees of a state organ who have been dismissed may not be recruited as employees of a stock exchange。
　　Article 110
　　Those who enter a stock exchange to participate in centralized trading must be members of the stock exchange。
　　Article 111
　　An investor shall sign a securities trading entrustment agreement with the 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
　　The securities company is entrusted by the investor，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 the real-time quotation of securities trading, and prepare and publish the quotation tables of the securities market 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 stock trading is affected by unexpected events, the 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
　　The stock exchange shall implement real-time monitoring of stock trading and report on abnormal trading in accordance with 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 securities laws and administrative regulations, and submit them to the securities regulatory body under The State Council for approval。
　　Article 119
　　The person in charge of a stock exchange or other employees who have an interest in himself or his relatives when performing duties related to stock trading shall withdraw。
　　Article 120
　　Transactions conducted in accordance with the trading rules formulated by law shall 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 the relevant trading rules of the stock exchange shall be disciplined 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 Companies
　　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
　　Securities companies mentioned in this Law refer to limited liability companies or joint stock limited companies 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
　　Set up a securities company，应当具备下列条件： （一）有符合法律、行政法规规定的公司章 程； （二）主要股东具有持续盈利能力，In good standing，No record of major violations in the last three years，净资产不低于人民币二亿元； （三）有符合本法规定的注册资本； （四）董事、监事、高级管理人员具备任职资格，从业人员具有证券从业资格； （五）有完善的风险管理与内部控制制度； （六）有合格的经营场所和业务设施； （七）法律、行政法规规定的和经国务院批准的国务院证券监督管理机构规定的其他条件。
　　Article 125
　　Approved by 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 limited stock 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。
　　Article 128
　　The securities regulatory body under The State Council shall, within six months from the date of accepting the application for the establishment of a securities company, conduct a review in accordance with legal conditions and procedures and the principle of prudential supervision, make a decision on approval or disapproval, and notify the applicant;If approval is not granted, reasons shall 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 a branch，Change of business scope，The registered capital was increased and the shareholding structure was significantly adjusted，Reduction of registered capital，Change the shareholders and actual controllers who hold more than 5 percent of the equity，Change important terms of the company's charter，Merger, division, suspension of business, dissolution or 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 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 146 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, 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，自被解除职务之日起未逾五年； （二）因违法行为或者违纪行为被撤销资格的律师、注册会计师或者投资咨询机构、财务顾问机构、资信评级机构、资产评估机构、验证机构的专业人员，Not more than five years have elapsed since the date of disqualification。
　　Article 132
　　Employees of stock exchanges, securities registration and settlement institutions, securities service institutions, securities companies who have been dismissed for illegal acts or disciplinary violations, and employees of state organs who have been dismissed, shall not be recruited as employees of securities companies。
　　Article 133
　　Employees of state organs and other personnel who are prohibited by laws and administrative regulations from taking part-time jobs in companies shall not hold concurrent positions in securities companies。
　　Article 134
　　The state establishes a securities investor protection fund。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 withdraw transaction risk reserves from their annual after-tax profits to make up for losses in securities trading. The specific proportion of such reserves shall be prescribed by the securities regulatory body under The State Council。
　　Article 136
　　Securities companies shall establish and improve internal control systems, take effective isolation measures, and prevent conflicts of interest between the company and customers and between different customers。 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 must conduct its own proprietary business in its own name and may 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 enjoy the right of independent operation according to law, and their lawful operation shall not be interfered with。
　　Article 139
　　The transaction settlement funds of clients of securities companies shall be deposited in commercial banks and managed by separate accounts 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。
　　Article 141
　　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
　　Securities companies shall provide securities financing and short selling services for customers to buy and sell securities in accordance with the provisions of The State Council and the approval of the securities regulatory body under The State Council。
　　Article 143
　　When handling brokerage business, securities companies shall not accept the full authorization of clients to decide on securities trading, select types of securities, decide on the quantity or price of securities trading。
　　Article 144
　　A securities company shall not make any promise in any way to its clients' profit 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
　　If employees of a securities company carry out the instructions of their securities company or violate the trading rules by taking advantage of their positions during securities trading activities, the securities company shall bear all the 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 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
The net capital or other risk control indicators of the securities company 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，The following measures shall be taken against them: (1) restriction of business activities，Ordered to suspend some business，停止批准新业务； （二）停止批准增设、收购营业性分支机构； （三）限制分配红利，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 it holds。 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。
　　Article 153
　　Where a securities company conducts illegal business or has major risks, which seriously endangers the order of the securities market and damages the interests of investors, the securities regulatory body under The State Council can take supervisory measures such as ordering the securities company to suspend business for rectification, appointing other institutions for custody, takeover or cancellation。
　　Article 154
　　During the period when the securities company is ordered to suspend business for rectification, or is designated as trusteeship, takeover or liquidation according to law，Or when there is a major risk，Approved by the securities regulatory body under The State Council，可以对该证券公司直接负责的董事、监事、高级管理人员和其他直接责任人员采取以下措施： （一）通知出境管理机关依法阻止其出境； （二）申请司法机关禁止其转移、转让或者以其他方式处分财产，Or create other rights in the property。
　　Chapter VII Securities registration and settlement institutions
　　Article 155
　　Securities registration and settlement institutions are non-profit-oriented legal entities that provide 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
　　Set up securities registration and clearing institutions，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。
　　Article 157
　　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。
　　Article 161
　　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
　　Securities registration and settlement institutions 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 settlement institution shall establish a securities settlement risk fund to advance or make up for the losses of the securities registration and settlement institution caused by default of settlement, technical failure, operational error and 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
　　The securities settlement risk fund shall be deposited in a special account of a designated bank and shall be subject to 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 settlement 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 kinds 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 securities transactions in accordance with business rules, and shall not be enforced。
　　Chapter VIII Securities Service institutions
　　Article 169
　　Investment consulting institutions, financial consulting institutions, credit rating agencies, asset evaluation agencies and accounting firms engaged in securities services must obtain the approval of the securities regulatory body under The State Council and the 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 investment consulting institutions, financial advisory institutions and credit rating agencies engaged in securities service business must have professional knowledge of securities and have more than 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。
　　Article 171
　　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 according to the standards or charging methods prescribed by the relevant competent departments under The State Council。
　　Article 173
　　Securities service agencies 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 securities issuance, listing and trading，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 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 articles of 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。
　　Article 176
　　证券业协会履行下列职责： （一）教育和组织会员遵守证券法律、行政法规； （二）依法维护会员的合法权益，向证券监督管理机构反映会员的建议和要求； （三）收集整理证券信息，为会员提供服务； （四）制定会员应遵守的规则，Organize professional training for employees of member units，开展会员间的业务交流； （五）对会员之间、会员与客户之间发生的证券业务纠纷进行调解； （六）组织会员就证券业的发展、运作及有关内容进行研究； （七）监督、检查会员行为，Violating laws, administrative regulations or the rules and procedures of the association，按照规定给予纪律处分； （八）证券业协会章 程规定的其他职责。
　　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 procedures。
　　Chapter X Securities Regulatory Bodies
　　Article 178
　　The securities regulatory body under The State Council shall supervise and administer the securities market according to law, maintain the order of the market and ensure its lawful operation。
　　Article 179
　　The securities regulatory body under The State Council shall perform the following duties in the supervision and administration of the securities market: (1) To formulate rules and regulations concerning the supervision and administration of the securities market according to law，并依法行使审批或者核准权； （二）依法对证券的发行、上市、交易、登记、存管、结算，进行监督管理； （三）依法对证券发行人、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、证券登记结算机构的证券业务活动，进行监督管理； （四）依法制定从事证券业务人员的资格标准和行为准则，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，可以予以封存； （六）查询当事人和与被调查事件有关的单位和个人的资金账户、证券账户和银行账户；对有证据证明已经或者可能转移或者隐匿违法资金、证券等涉案财产或者隐匿、伪造、毁损重要证据的，Approved by the principal person in charge of the securities regulatory body under The State Council，可以冻结或者查封； （七）在调查操纵证券市场、内幕交易等重大证券违法行为时，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
　　When the securities regulatory body under The State Council performs its duties according to law and conducts supervision, inspection or investigation, the number of persons supervising, inspecting or investigating shall not be less than two, and they shall present their legal certificates and the 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
　　The 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, shall not take advantage of their positions to seek illegitimate benefits, and shall not divulge 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 the supervised institution。
　　第十一章　法 律 责 任
　　Article 188
　　Not authorized by a 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 has not yet issued 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 also 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，撤销任职资格或者证券从业资格： （一）进行虚假的或者误导投资者的广告或者其他宣传推介活动； （二）以不正当竞争手段招揽承销业务； （三）其他违反证券承销业务规定的行为。
　　Article 192
　　保荐人出具There are false records, misleading statements or material omissions的保荐书，或者不履行其他法定职责的，Order correction，Give a warning，没收业务收入，并处以业务收入一倍以上五倍以下的罚款；情节严重的，暂停或者撤销相关业务许可。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 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 the issuer or listed company arbitrarily changes the purpose of the funds raised by the public issue 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。
　　Article 196
　　Anyone who illegally opens a securities trading place shall be banned by the people's government at or above the county level, his illegal gains shall be confiscated, and he shall be fined for an amount between one and five times his illegal gains;If there are no illegal gains or the illegal gains are less than 100,000 yuan, a fine of not less than 100,000 yuan but not more than 500,000 yuan shall be imposed。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
　　违反本法规定，聘任不具有任职资格、证券从业资格的人员的，The securities regulatory body shall order it to make corrections，Give a warning，可以并处十万元以上三十万元以下的罚款；对直接负责的主管人员Give a warning，可以并处三万元以上十万元以下的罚款。
　　Article 199
　　法律、行政法规规定禁止参与股票交易的人员，直接或者以化名、借他人名义持有、买卖股票的，责令依法处理非法持有的股票，Confiscation of illegal gains，并处以买卖股票等值以下的罚款；属于国家工作人员的，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 industry 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
　　为股票的发行、上市、交易出具审计报告、资产评估报告或者法律意见书等文件的证券服务机构和人员，违反本法Article 45的规定买卖股票的，责令依法处理非法持有的股票，Confiscation of illegal gains，并处以买卖股票等值以下的罚款。
　　Article 202
　　A person who has inside information about a stock exchange or who illegally obtains 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。
　　Article 203
　　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 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
　　Those who, in violation of the provisions of the second paragraph of Article 78 of this Law, make 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
　　违反本法规定，法人以他人名义设立账户或者利用他人账户买卖证券的，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，处以三万元以上三十万元以下的罚款。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 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
　　Securities companies violate 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 other matters 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 210
　　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
　　The purchaser fails to fulfill the obligations of announcing the purchase of a listed company or issuing a purchase offer in accordance with the provisions of this Law，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 acquired 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, in violation of regulations, deals in unlisted securities without approval, it shall be ordered to make corrections, its illegal income shall be confiscated, and it shall be fined for an amount between one and five times its illegal income。
　　Article 217
　　Where a securities company fails to start its 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 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
　　证券公司对其证券经纪业务、证券承销业务、证券自营业务、证券资产管理业务，不依法分开办理，混合操作的，Order correction，Confiscation of illegal gains，并Imposing a fine of not less than 300,000 yuan but not more than 600,000 yuan;serious，撤销相关业务许可。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 illegal acts in securities trading and is no longer qualified to operate, the securities regulatory body shall revoke its securities business license。
　　Article 222
　　Securities companies or their 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。
　　Article 223
　　Where a securities service institution fails to perform its due diligence and produces or issues documents with false records, misleading statements or major omissions, it shall be ordered to make corrections, its business income shall be confiscated, its business license for securities service business shall be suspended or revoked, and a fine of not less than one time but not more than five times its business income shall be imposed。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
　　Those who establish securities registration and settlement institutions without the approval of the securities regulatory body under The State Council shall be banned by the securities regulatory body, their illegal gains shall be confiscated, and they shall be fined for an amount between one and five times their illegal gains。 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 is 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、Set up a securities company等申请予以核准、批准的； （二）违反规定采取本法Article 180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。
　　Article 228
　　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 does not 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
　　Those who refuse or obstruct the securities regulatory body and its staff from exercising supervision, inspection and investigation functions and powers 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 the violation of laws, administrative regulations or relevant provisions of the securities regulatory body under The State Council is serious, the securities regulatory body under The State Council may take measures to ban 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 collected and illegal gains confiscated in accordance with this Law shall be turned over to the state Treasury。
　　Article 235
　　If a party is not satisfied with the punishment decision of the securities regulatory body or the department authorized by The State Council, it may apply for administrative reconsideration according to law, or directly bring a lawsuit to the people's court according to law。
　　Chapter XII Supplementary Rules
　　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 overseas or lists its securities for trading overseas, it must obtain approval from the securities regulatory body under The State Council in accordance with the provisions of The State Council。
　　Article 239
　　Where stocks of domestic companies are purchased and traded in foreign currencies, specific measures shall be formulated separately by The State Council。
　　Article 240
　　This Law shall come into force as of January 1, 2006。