Securities Law of the People's Republic

(Adopted at the sixth meeting of the Standing Committee of the Ninth National People's Congress on December 29, 1998,

According to the 11th meeting of the Standing Committee of the Tenth National People's Congress on August 28, 2004

Amendment to the Decision of the Securities Law of the People's Republic of China, the 10th National People on October 27, 2005

Revised at the 18th meeting of the Standing Committee of the National People's Congress, the 12th National People's Congress on June 29, 2013

Revised by the third meeting of the Standing Committee of the Congress)

table of Contents

Chapter 1 General

Chapter II Securities Issuance

Chapter III Securities Trading

Section 1 General Provisions

Section 2 Stock Listing

Section III Continuous Information Disclosure

Section IV Prohibited Trading Behavior

Chapter IV Acquisition of Listed Companies

Chapter V Stock Exchange

Chapter VI Securities Companies

Chapter VII Securities Registration and Settlement Agencies

Chapter VIII Securities Service Organization

Chapter IX Securities Industry Association

Chapter X Securities Supervision and Administration Organization

Chapter XI Legal Liability

Chapter 12 Supplementary Chapter I General Provisions

Article 1 In order to regulate the issuance and trading of securities, protect the legitimate rights and interests of investors and safeguard the society

This Law is enacted by the economic order and the public interest of the society to promote the development of the socialist market economy.

Article 2 In the territory of the People's Republic of China, stocks, corporate bonds and other

This Law shall apply to the issuance and trading of securities; if not provided in this Law, the Company Law of the People's Republic of China shall apply.

And other laws and administrative regulations.

This law applies to the listing of government bonds and securities investment fund shares; other laws and administrative regulations

Where otherwise provided, its provisions shall apply.

The administrative measures for the issuance and trading of securities derivative products shall be stipulated by the State Council in accordance with the principles of this Law.

Article 3 The issuance and trading activities of securities must be open, fair and just.

Article 4 The parties to securities issuance and trading activities have equal legal status and shall abide by the will,

The principle of paid, honest and trustworthy.

Article 5 The issuance and trading activities of securities must comply with laws and administrative regulations;

The act of trading and manipulating the securities market.

Article 6 The securities industry and the banking industry, the trust industry, and the insurance industry shall be subject to separate operations and separate management, and securities.

The company is established separately from banks, trusts and insurance business organizations. Except as otherwise provided by the state.

Article 7 The securities regulatory authority under the State Council shall implement centralized and unified supervision over the national securities market in accordance with law.

management.

The securities regulatory authority under the State Council may, according to the needs, set up a dispatched institution to perform supervision and management in accordance with the authorization.

Responsibility.

Article 8 Under the premise of centralized and unified supervision and management of securities issuance and trading activities by the state,

The law establishes a securities industry association and implements self-discipline management.

Article 9 The state auditing authority shall legally deal with stock exchanges, securities companies, securities registration and settlement institutions,

The securities regulatory authority conducts audit supervision. Chapter II Securities Issuance

Article 10 The public issuance of securities must meet the conditions stipulated by laws and administrative regulations, and report the law according to law.

Approved by the securities regulatory authority of the State Council or the department authorized by the State Council; without any approval by law, any unit

And individuals may not publicly issue securities.

In one of the following circumstances, it is a public offering:

(1) issuing securities to unspecified objects;

(2) The total number of securities issued to a specific object exceeds 200;

(3) Other issuances as stipulated by laws and administrative regulations.

Non-public issuance of securities shall not be subject to advertising, public inducement or disguised disclosure.

Article 11 The issuer shall apply for public offering of shares and corporate bonds convertible into stocks, which shall be taken according to law.

Where the underwriting method, or other securities issued by laws and administrative regulations that stipulate the implementation of the sponsorship system,

When hiring a sponsored institution as a sponsor.

Sponsors should abide by business rules and industry norms, be honest and trustworthy, diligent and responsible, and apply to the issuer.

Please file and disclose information for cautious verification and supervise the issuer's standard operation.

The qualifications of the sponsor and its management measures shall be prescribed by the securities regulatory authority under the State Council.

Article 12 The establishment of a public limited company to issue shares shall be in accordance with the "People's Republic of China"

The conditions stipulated in the Judicature and other conditions stipulated by the State Council’s securities regulatory authority approved by the State Council,

Submit the application for share offering and the following documents to the securities regulatory authority of the State Council:

(1) the company's articles of association;

(2) Sponsor agreement;

(3) the name or name of the promoter, the number of shares subscribed by the promoter, the type of capital contribution and the certificate of capital verification;

(4) Prospectus;

(5) The name and address of the bank that collects the shares;

(6) The name of the underwriting institution and the relevant agreement. If a sponsor is hired in accordance with the provisions of this Law, it shall also submit a sponsorship letter issued by the sponsor.

Where the laws and administrative regulations stipulate that the establishment of a company must be approved, it shall also submit the corresponding approval documents.

Article 13 If a company publicly issues new shares, it shall meet the following conditions:

(1) having a sound and well-functioning organization;

(2) Having sustainable profitability and good financial position;

(3) There are no false records in the financial accounting documents in the last three years, and there are no other major illegal acts;

(4) Other conditions as stipulated by the securities regulatory authority of the State Council approved by the State Council.

Non-public issuance of new shares by listed companies shall comply with the State Council's securities regulatory and management machine approved by the State Council.

Establish the prescribed conditions and report to the securities regulatory authority of the State Council for approval.

Article 14 If a company publicly issues new shares, it shall submit a share application to the securities regulatory authority under the State Council.

Please contact the following documents:

(1) the company's business license;

(2) the company's articles of association;

(3) Resolutions of the shareholders' meeting;

(4) Prospectus;

(5) Financial accounting report;

(6) The name and address of the bank that collects the shares;

(7) The name of the underwriting institution and the relevant agreement.

If a sponsor is hired in accordance with the provisions of this Law, it shall also submit a sponsorship letter issued by the sponsor.

Article 15 The funds raised by the company for the public offering of shares must be in accordance with the funds listed in the prospectus.

Use for use. Changes to the use of funds listed in the prospectus must be resolved by a general meeting of shareholders. Unauthorized change

If the use is not corrected, or is not approved by the general meeting of shareholders, no new shares may be issued publicly.

Article 16 The public issuance of corporate bonds shall meet the following conditions:

(1) The net assets of a company limited by shares are not less than RMB 30 million, and the net assets of a limited liability company

The production shall not be less than RMB 60 million; (2) The accumulated bond balance shall not exceed 40% of the company's net assets;

(3) The average distributable profit in the last three years is sufficient to pay interest on corporate bonds for one year;

(4) The funds raised are in line with the national industrial policy;

(5) The interest rate of the bonds does not exceed the interest rate level defined by the State Council;

(6) Other conditions as stipulated by the State Council.

Funds raised by public issuance of corporate bonds must be used for approved purposes and should not be used to cover losses and

Non-productive expenditure.

A listed company issues corporate bonds convertible into stocks, except that it meets the conditions stipulated in the first paragraph.

It shall also comply with the conditions of this Law regarding the public offering of shares and report to the securities regulatory authority under the State Council for approval.

Article 17 The application for public issuance of corporate bonds shall be issued to the department authorized by the State Council or the State Council.

The veterinary supervision authority submits the following documents:

(1) the company's business license;

(2) the company's articles of association;

(3) Measures for the collection of corporate bonds;

(4) Asset evaluation report and capital verification report;

(5) Other documents as stipulated by the department authorized by the State Council or the securities regulatory authority under the State Council.

If a sponsor is hired in accordance with the provisions of this Law, it shall also submit a sponsorship letter issued by the sponsor.

Article 18 A company bond may not be issued again in any of the following circumstances:

(1) The corporate bonds of the previous public offering have not yet been fully funded;

(2) Any breach of contract or delay in payment of principal and interest on publicly issued corporate bonds or other debts

Really, still in the continuation state;

(3) Violating the provisions of this Law and changing the use of funds raised by publicly issued corporate bonds.

Article 19 The format and submitting party of the application documents submitted by the issuer for approval of the issuance of securities according to law

It shall be prescribed by the institution or department responsible for approval according to law.

Article 20 The securities issuance application documents submitted by the issuer to the securities regulatory authority under the State Council or the department authorized by the State Council must be true, accurate and complete.

The issuing of securities service agencies and personnel with relevant documents for securities must strictly perform their statutory duties.

Ensure the authenticity, accuracy and completeness of the documents it produces.

Article 21 If an issuer applies for an initial public offering of shares, it shall, after submitting the application documents,

The relevant application documents shall be disclosed in advance in accordance with the provisions of the securities regulatory authority under the State Council.

Article 22 The securities regulatory authority under the State Council shall set up an issuance audit committee to review stocks in accordance with the law.

Apply.

The issuing audit committee is a professional of the securities regulatory authority under the State Council and the institution employed by the

The relevant experts will form a voting vote on the application for stock issuance and submit an audit opinion.

The specific composition of the issuance review committee, the term of the members, and the working procedures,

Supervisory authority regulations.

Article 23 The securities regulatory authority under the State Council shall be responsible for approving the issuance of shares in accordance with the statutory conditions.

please. The approval procedure shall be open and subject to supervision in accordance with the law.

Persons involved in the review and approval of stock issuance applications may not have a stake in the issuer, and may not

Directly or indirectly accepting the gift of the issuing applicant, may not hold the stock of the approved issuance application, and may not

Contact the issuer privately.

The approval of the application for the issuance of corporate bonds by the department authorized by the State Council shall be implemented in accordance with the provisions of the preceding two paragraphs.

Article 24 The securities regulatory authority under the State Council or the department authorized by the State Council shall accept the case.

Within three months from the date of the issuance of the application documents for securities, the approval shall be made in accordance with the statutory conditions and legal procedures or

The decision not to approve, the time for the issuer to supplement or revise the application for the issuance of the application is not counted;

If it is not approved, the reasons shall be explained.

Article 25 If an application for securities issuance is approved, the issuer shall, in accordance with the provisions of laws and administrative regulations,

Before the public issuance of the securities, publicly issue the recruitment documents and place the documents in the designated place for the public.

Check it out.

Before the information on the issuance of securities is disclosed in accordance with the law, no insider may disclose or disclose the information. The issuer may not issue securities before the public offering of the offer documents.

Article 26 The securities regulatory authority under the State Council or the department authorized by the State Council have made

If the decision to approve the issuance of securities is found to be inconsistent with statutory conditions or legal procedures, and securities have not yet been issued,

When it is revoked, the release will be stopped. If the issue has not been listed yet, the issuer’s approval decision shall be revoked and the issuer shall

According to the issue price and add the bank deposit interest to the holder of the securities at the same time; the sponsor shall bear with the issuer

Joint liability, but can prove that they are not at fault; the controlling shareholder and actual controller of the issuer

If there is a fault, it shall be jointly and severally liable with the issuer.

Article 27 After the stock is issued according to law, the issuer’s operation and income changes shall be borne by the issuer.

Responsibility; the investment risk caused by this change is the responsibility of the investor.

Article 28 Securities issued by an issuer to an unspecified object shall be governed by laws and administrative regulations.

Where a securities company underwrites, the issuer shall sign an underwriting agreement with the securities company. Securities underwriting business is sold on a commission basis

Or underwriting.

Securities consignment refers to the securities company issuing securities on behalf of the issuer. At the end of the underwriting period, the unsold certificate will be issued.

The voucher is returned to the issuer's underwriting method.

Securities underwriting refers to securities companies that purchase the issuer’s securities in accordance with the agreement or at the end of the underwriting period.

At the time of the bundle, all the remaining securities after the sale will be purchased by themselves.

Article 29 The issuer of a publicly issued securities has the right to choose the underwriting securities company independently according to law. certificate

A vouchers company may not solicit securities underwriting business by unfair competition.

Article 30 When a securities company underwrites securities, it shall sign a commission or underwriting agreement with the issuer, stating

The following items:

(1) the name of the party, the name of the domicile and the legal representative;

(2) The type, quantity, amount and issue price of the agency sold or underwritten;

(3) The term of the agency sales and underwriting and the date of commencement and termination;

(4) Payment methods and dates for consignment and underwriting;

(5) Fees and settlement methods for agency sales and underwriting; (6) Liability for breach of contract;

(7) Other matters as stipulated by the securities regulatory authority of the State Council.

Article 31 When a securities company underwrites securities, it shall verify the authenticity and accuracy of the documents for public offering.

Verification of sexuality and integrity; if it is found to have false records, misleading statements or major omissions, it shall not be carried out.

Sales activities; those that have already been sold must immediately stop sales activities and take corrective actions.

Article 32 If the total value of securities issued to an unspecified object exceeds RMB 50 million,

When underwritten by an underwriting syndicate. The underwriting syndicate shall be composed of the underwriters and the securities companies involved in the underwriting.

Article 33 The term of agency sales and underwriting of securities shall not exceed 90 days.

During the period of agency sales and underwriting, securities companies shall guarantee the sale and sale of securities for sale.

For purchasers, a securities company may not reserve securities for the company and pre-purchase and retain the underwritten securities.

Article 34 Where a stock issuance is issued at a premium, the issue price shall be issued by the issuer and underwritten securities.

The company negotiated to determine.

Article 35 The issuance of shares shall be on a consignment basis, and the shares sold to investors shall expire on the expiration of the term of agency sales.

If the quantity does not reach 70% of the number of shares to be publicly issued, it will be a failure to issue. The issuer should follow the issue

The line price is added to the bank's deposit interest for the same period and returned to the stock subscriber.

Article 36 When a public offering of shares is made, the period of agency sales and underwriting expires, and the issuer shall be in the prescribed period.

Within the limits, the stock issuance shall be reported to the securities regulatory authority under the State Council for the record.

Chapter III Securities Trading

Section 1 General Provisions

Article 37 Securities purchased and sold by parties to a securities transaction must be issued and delivered according to law.

Voucher.

Securities not issued in accordance with the law may not be bought or sold.

Article 38 Where stocks, corporate bonds and other securities issued according to law have restrictions on the time limit for their transfer, they may not be bought or sold within a limited time limit.

Article 39 Stocks, corporate bonds and other securities that are publicly issued in accordance with the law shall be established in accordance with the law.

The stock exchange is listed on the stock exchange or transferred to other stock exchanges approved by the State Council.

Article 40 If a securities is listed and traded on a stock exchange, it shall adopt an open centralized trading method or

Other ways approved by the securities regulatory authority of the State Council.

Article 41 Securities purchased or sold by parties to a securities transaction may be in paper form or under the State Council.

Other forms prescribed by the securities regulatory authority.

Article 42 Securities transactions shall be conducted in the form of spot and other means as prescribed by the State Council.

Article 43 Employees and securities of stock exchanges, securities companies and securities registration and settlement institutions

The staff of the supervisory authority and other persons who are prohibited by law or administrative regulations from participating in stock trading

During the term of office or legal period, stocks may not be held or traded directly or in the name of another person, in the name of others, nor

Receive stocks donated by others.

Anyone who becomes a person listed in the preceding paragraph