证券交易所管理办法（二）

　　Chapter VII Supervision and Administration over Listed Companies by the Stock Exchange

　　Article 51 A stock exchange should formulate specific listing rules pursuant to the provisions of relevant laws and administrative regulations. Their contents shall include：

　　（1）terms and procedures of application and approval of securities listing as well as the contents and format of the listing agreement；

　　（2）the contents and format of the listing announcement；

　　（3）the qualification， responsibilities and obligations of the person who recommends the listing；

　　（4）the mode of collection and rates of the listing fees and other related charges；

　　（5）provisions on the handling of acts in violation of the listing rules； and

　　（6）other matters that require to be stipulated in the listing rules.

　　Article 52 A stock exchange should conclude a listing agreement with the listed companies determining the mutual relations of rights and obligations. The contents and format of the listing agreement should conform to the provisions of relevant state laws， regulations， rules and policies and be submitted to CSSCC for the record.

　　The contents and format of listing agreements signed between an exchange and all listed companies should be consistent； in the event of actual requirement for the signing of special articles or clauses with certain listed companies， it should be submitted to CSSCC for approval.

　　The listing agreement should contain the following contents：

　　（1）items and amount of listing fees；

　　（2）technical services provided by the stock exchange for the issuance and listing of the securities of a company；

　　（3）to ask the companies to designate full-time persons to be responsible for the securities matters；

　　（4）specific provisions on the reporting procedures and replies to the queries of the exchange of the regular report and interim report of the listed companies；

　　（5）matters relating to stoppage of stock listing；

　　（6）handling of breach of the listing agreement by parties to the agreement；

　　（7）arbitration clauses； and

　　（8）other contents the stock exchange deems necessary to be clearly defined in the listing agreement.

　　Article 53 A stock exchange should establish the system of persons who recommend the listing to guarantee that the listed companies conform to the listing requirements， and the persons who recommend the listing shall guide the listed companies in fulfilling relevant obligations after listing.

　　A stock exchange should oversee the person who recommends the listing in the conscientious fulfilment of the relevant responsibilities prescribed in the business rules. When the person who recommends the listing fails to fulfil the responsibilities in accordance with the provisions， a stock exchange has the power to impose sanctions on the person who recommends the listing in accordance with the provisions of the business rules.

　　Article 54 A stock exchange should， in accordance with the uniformly determined format of CSSCC and the relevant business rules of the stock exchange， revivify the shares rationing prospectus， the listing announcement and other open prospectus directly related to fund-raising and securities listing of the listed companies and supervise the listed companies in their publication in time. The stock exchange may ask the listed companies or the persons who recommend the listing to make supplementary explanations on the aforesaid documents and publish the same.

　　Article 55 A stock exchange should urge the listed companies to compile and publish an annual report and a mid-term report in accordance with the time limit set for the reports and the uniform format determined by CSSCC and carry out inspection after their publication， and deal with the problems uncovered in time in accordance with the relevant provision

s. The stock exchange should， within 20 working days after the conclusion of the period of reporting， submit are port on the inspection to CSSCC.

　　Article 56 Stock exchanges should examine and verify the interim reports compiled by the listed companies. When the contents of the interim reports involve matters that require the completion of the procedures of examination and approval prescribed in the Company Law， state securities regulations and the articles of as sociaiton of the companies， or involve matters that should be submitted to the Securities Commission and CSSCC for approval， the stock exchanges should grant their approval for publication only upon confirmation of the completion of the prescribed formalities of examination and approval.

　　Article 57 In the event of occurence of any of the following circumstances， a stock exchange should suspend the stock trading of the listed company and ask the listed company to publish the relevant information forthwith：

　　（1）occurence of abnormal fluctuations in the stock trading of the said company；

　　（2）open offer issued by investors for the buying of the stocks of the said company；

　　（3）application by the listed company for the suspension of listing pursuant to the listing agreement；

　　（4）when the CSSCC makes a decision on the suspension of stock trading according to law； and

　　（5）when a stock exchange deems it necessary.

　　Article 58 A stock exchange should establish an archive of the holdings of shareholders of the listed companies and compile immediate statistics and oversee the changes in holdings in the process of trading by shareholders of the listed companies pursuant to the restrictive provisions on the amount of holdings by shareholders and their acts of buying and selling pursuant to relevant state laws， regulations， rules and policies. When a shareholder of a listed company has information disclosure obligation for changes in the amount of holdings， the stock exchange should restrict his/her continued trading in the said stock prior to the information disclosure， urge him/her to fulfil the information disclosure obligation and submit a report CSSCC forthwith.

　　Article 59 A stock exchange should take necessary technical measures to effect a differentiation between the shares not yet listed for circulation and those shares already listed for circulation. Shares not yet listed for circulation must not enter into the trading system without the approval of the Securities Commission.

　　Article 60 Stock exchanges should adopt necessary measures to ensure that directors， commissioners and managers of listed companies shall not sell the shares of the companies held by them.

　　Article 61 Listed companies should establish statistical information systems and submit and publish relevant statistical information in time pursuant to the requirements of the stock exchanges.

　　Article 62 A stock exchange may handle the case pursuant to the provisions of the listing agreement and may put forth suggestions on penalty for acts in violation of securities regulations to be submitted to CSSCC for the imposition of penalty on the list company for its act of failing to fulfil the information disclosure obligation.

　　Article 63 Stock exchanges should exercise supervision and control over the issuers of other listed securities with reference to the relevant provisions of this Chapter.

　　Chapter VIII Stock Registration Settlement Agencies

　　Article 64 A stock exchange should establish a stock registration settlement agency to provide centralized services for registration， deposit safekeeping， settlement and payment acceptance.

　　Article 65 The registered capital of a stock registration settlement agency shall not be less than RMB 100 million Yuan.

　　Article 66 Stock registration settlement agencies should provide secure， fair and efficient services and accept

the supervision of the stock exchanges over their business activities.

　　Article 67 The business scope and functions of a stock registration settlement agency include：

　　（1）stock ownership registration；

　　（2）establishment of the register of securities holders and securities accounts；

　　（3）deposit safekeeping and transfer of registered securities；

　　（4）settlement and payment acceptance after transactions of all listed varieties of the stock exchange；

　　（5）agency for the payment of securities principal and interests or distribution of rights and interests and other agency services；

　　（6）safekeeping of securities in kind；

　　（7）consultancy， training and other services related to the above-mentioned businesses； and

　　（8）other businesses approved by CSSCC.

　　Article 68 A stock registration settlement agency should， within the scope of its functions， formulate and revise the articles of association and business rules which shall enter into force upon approval of CSSCC.

　　The appointment and relief of the posts of the general manager and deputy general manager（s） of a stock registration settlement agency shall be submitted to CSSCC for approval.

　　Article 69 A stock registration settlement agency should establish a centralized services system for the registration， deposit safekeeping， settlement and payment acceptance for the transactions of listed securities of the stock exchange（hereinafter referred to as the settlement system）with necessary computer and communications equipment and complete data security protection and reserve data measures to ensure the security of the information on stock registration， deposit safekeeping， settlement and payment acceptance and the computer and communications

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