This Law shall apply to the listing and trading of government bonds and securities investment fund shares; Where other laws and administrative regulations provide otherwise, such provisions shall prevail.
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 impartiality. Article 4 The parties involved in securities issuance and trading activities have equal legal status and should follow the principles of voluntariness, compensation, honesty and credibility. 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 Securities industry, banking industry, trust industry and insurance industry are operated and managed separately, and securities companies are established separately from banks, trusts and insurance institutions. Unless otherwise stipulated by the state. Article 7 The securities regulatory authority in the State Council shall exercise centralized and unified supervision and management over the national securities market according to law.
The State Council securities regulatory authority may set up representative offices as required to perform supervision and management duties as authorized. Article 8 Under the premise of centralized and unified supervision and management of securities issuance and trading activities by the state, the securities industry association shall be established according to law and self-regulated. Article 9 The state audit institutions shall exercise audit supervision over stock exchanges, securities companies, securities registration and settlement institutions and securities supervision and administration institutions according to law. Chapter II Securities Issuing Banks Article 10 A public offering of securities must meet the conditions prescribed by laws and administrative regulations, and be reported to the securities regulatory authority of the State Council or the department authorized by the State Council for approval according to law; No unit or individual may publicly issue securities without approval according to law.
In any of the following circumstances, it is a public offering of shares:
(1) Issuing securities to unspecified objects;
(2) More than 200 people have issued securities to specific objects;
(3) Other issuance acts as stipulated by laws and administrative regulations.
Non-public issuance of securities shall not be carried out by advertising, public persuasion or disguised publicity. Article 11 Where an issuer applies for public offering of shares or underwrites corporate bonds convertible into shares according to law, or publicly issues other securities subject to the recommendation system as stipulated by laws and administrative regulations, it shall employ an institution with the recommendation qualification as a sponsor.
The sponsor shall abide by the business rules and industry norms, be honest and trustworthy, be diligent and conscientious, carefully check the application documents and information disclosure materials of the issuer, and supervise the standardized operation of the issuer.
The qualifications of sponsors and their management measures shall be stipulated by the the State Council Securities Regulatory Authority. Article 12 To set up a joint stock limited company to publicly issue shares, it shall meet the conditions stipulated in the Company Law of People's Republic of China (PRC) and other conditions stipulated by the securities regulatory authority of the State Council approved by the State Council, and submit an application for offering shares and the following documents to the securities regulatory authority of the State Council:
(1) Articles of Association;
(2) Sponsor agreement;
(3) The name of the promoters, the number of shares subscribed by the promoters, the type of capital contribution and the capital verification certificate;
(4) the prospectus;
(5) The name and address of the bank that collects the shares;
(6) The name of the underwriting institution and relevant agreements.
Where a sponsor is hired in accordance with the provisions of this law, a letter of recommendation for issuance issued by the sponsor shall also be submitted.
Where laws and administrative regulations stipulate that the establishment of a company must be approved, the corresponding approval documents shall also be submitted. Article 13 A company that publicly issues new shares shall meet the following conditions:
(1) Having a sound organizational structure;
(2) It is profitable continuously and in good financial condition;
(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 the State Council Securities Regulatory Authority approved by the State Council.
Non-public issuance of new shares by listed companies shall meet the requirements stipulated by the securities regulatory authority of the State Council approved by the State Council, and shall be reported to the securities regulatory authority of the State Council for approval. Article 14 When a company publicly issues new shares, it shall submit an application for issuance and the following documents to the the State Council Securities Regulatory Authority:
(1) Business license of the company;
(2) Articles of association.
(3) resolutions of the shareholders' meeting.
(4) the prospectus;
(5) Financial and accounting reports.
(6) The name and address of the bank that collects the shares;
(7) The name of the underwriting institution and relevant agreements.
Where a sponsor is hired in accordance with the provisions of this law, a letter of recommendation for issuance issued by the sponsor shall also be submitted. Article 15 A company must use the funds raised by public offering of shares according to the purposes listed in the prospectus. Any change in the use of the funds listed in the prospectus must be decided by the shareholders' meeting. No new shares may be publicly issued if the purpose is changed without correction, or without the consent of the shareholders' meeting.