股票发行与交易管理暂行条例（二）

l promptly publicize the reports， announcements and other documents submitted by a listed company and its directors， supervisors， senior management and shareholders of more than 5% of the outstanding common shares for investor review.

　　All information required to be disclosed by the CSSRC shall be public information， with the exception of the following：

　　1. protected trade secrets， the non-disclosure of which is permitted by laws or regulations；

　　2. non-public information and documents that the CSSRC acquires in the course of investigating illegal activities； and

　　3. other information and documents the non-disclosure of which is permitted in accordance with the provisions of relevant laws or regulations.

　　Article 65 Any shareholder may authorize another person to exercise on his/her behalf consent or voting rights. However， when any person attempts to solicit consent or voting rights from more than twenty-five persons， the provisions of the CSSRC concerning information disclosure and the submission of reports shall be complied with.

　　Article 66 In addition to the submission to the CSSRC and the relevant securities exchange of the reports， announcements， information and documents provided in this Chapter， a listed company shall also submit the related reports， announcements， information and documents in accordance with all provisions of the relevant securities exchange and shall publicize them to all shareholders.

　　Article 67 The provisions of Articles 57-65 hereof shall apply to companies limited by shares that have issued on to the public but have not had their shares traded on a securities exchange.

　　Chapter VII Investigation and Sanctions

　　Article 68 The CSSRC shall have the right， by itself or jointly with the relevant state authorities， to conduct investigation of any unit or individual that violates the provisions of these regulations； serious cases shall be investigated under the direction of the SCSC.

　　Article 69 The CSSRC may inspect the business activities of securities dealing institutions.

　　Article 70 A company limited by shares that violates the provisions o

f these regulations by committing one of the following acts shall， in accordance with the circumstances， be given one or a combination of the following sanctions： warning， compulsory recession of the share capital raised illegally， confiscation of illegal income or fine； when the circumstances are serious， the company shall be suspended from issuing shares：

　　1. the issuance or the issuance in a disguised form of shares without approval；

　　2. approval to issue shares or to trade on a securities exchange obtained by fraud or other improper means；

　　3. failure to issue shares in accordance with the prescribed method and scope or selling shares after the share prospectus ceases to be effective； and

　　4. the redemption of outstanding shares without approval.

　　The directors， supervisors and senior management of the company limited by shares that are directly responsible for the acts enumerated in the preceding paragraph shall be given a warning or fined an amount of more than 30，000 yuan and under 300，000 yuan.

　　Article 71 A securities dealing institution that violates the provisions of these regulations by committing one of the following acts shall， in accordance with circumstances， be given one or a combination of the following sanctions： warning， confiscation of the shares acquired illegally and other illegal income， or a fine； when the circumstances are serious， the institution's securities dealing business shall be restricted or temporarily suspended or its business license for dealing in securities shall be canceled：

　　1. failure to sell the shares in accordance with the prescribed time， procedures and method；

　　2. failure to distribute the share subscription applications in accordance with the relevant provisions；

　　3. lending clients' shares to other parties or pledging them as security；

　　4. collecting unreasonable commissions and other fees；

　　5. buying or selling shares for its own account in the name of its clients；

　　6. appropriating the deposits of clients；

　　7. sharing the profits or the losses from the trading of shares with clients or guaranteeing to the clients that losses will be avoided when buying or selling shares as an agent of the clients； and

　　8. providing borrowed money for the trading of shares.

　　The securities dealing institution's leading personnel responsible， and other personnel directly responsible， for the acts enumerated in the preceding paragraph shall be given a warning or fined an amount of more than 30，000 yuan but less than 300，000 yuan.

　　Article 72 If insiders and other personnel who obtain inside information by inappropriate means violate the provisions of these regulations by disclosing inside information， buying or selling shares or tipping other persons on the buying or selling of shares on the basis of inside information， they shall， in accordance with the circumstances， have the illegally acquired shares and other illegal income confiscated and in addition shall be fined more than 50，000 yuan but less than 500，000 yuan.

　　If securities industry personnel， the regulatory personnel of the securities industry and other personnel prohibited by the state from buying or selling shares violate the provisions of these regulations by directly or indirectly owning or buying or selling shares， they shall， in addition to being ordered to sell the shares that they own within a specified time limit and in accordance with the circumstances， be given one or a combination of the following sanctions： warning， confiscation of illegal income， and a fine of more than 5，000 yuan but less than 50，000 yuan.

　　Article 73 If an accounting firm， an appraisal institution or a law firm violates the provisions of these regulations by issuing documents with false or seriously misleading contents or major omissions， it shall， in accordance with the circumstances， be given

one or a combination of the following sanctions： warning， confiscation of illegal income， and fines； if the circumstances are serious， its securities connected business shall be temporarily suspended or its license permitting it to undertake securities related activities canceled.

　　Any certified accountants， professional appraisers or lawyers directly responsible for the acts enumerated in the preceding paragraph may be given a warning or fined more than 30，000 yuan but less than 300，000 yuan， if the circumstances are serious， such professionals' qualification to engage in the securities business shall be terminated.

　　Article 74 Any unit or individual that violates the provisions of these Regulations by committing any one of the following acts shall， in accordance with the circumstances， be given one or a combination of the following sanctions： warning， confiscation of the illegally-acquired shares and other illegal income， and a fine：

　　1. trading shares at place（s） other than a securities exchange which the SCSC has approved as a site where shares may be traded；

　　2. making false or seriously misleading statements or omissions of important information in the course of issuing and trading shares；

　　3. manipulating stock market prices through conspiracy or pooling， or influencing the issuance and trading of shares by spreading rumors and similar means；

　　4. acting in collaboration with other persons to make sham purchases and sales without transferring ownership or effective control of the shares for the purpose of creating false share prices；

　　5. disturbing the order of the stock market by selling or offering to sell shares not held；

　　6. extorting or forcing the purchase or sale of shares or assisting other persons in buying or selling shares by taking advantage of one's office or by other improper means；

　　7. trading options and futures of shares or of a share index without approval；

　　8. failure to perform the reporting， publicizing and promulgation of the relevant documents and information；

　　9. forging， altering or destroying the business records， accounting ledgers and other documents related to the issuance and trading of shares； and

　　10. participating in other illegal issuances and trading of shares and similar activities；

　　A company limited by shares that commits any of the acts referred to in the preceding paragraph may be suspended from issuing shares if the circumstances are serious； a securities dealing institution that commits any of the acts referred to in the preceding paragraph may have its securities dealing operations restricted or suspended or have its business license for securities dealing canceled.

　　Article 75 The sanctions provided for under Articles 70， 71， 72 and 74 hereof shall be determined by a SCSC-designated authority； sanctions for major cases shall be submitted to the SCSC for determination. The sanctions provided for in Article 73 hereof shall be determined by the relevant departments in accordance with the scope of their power.

　　Article 76 Any listed company or securities exchange or other self-regulatory organs of the securities industry's member units or employees that violate the provisions of these Regulations shall， in addition to being subject to administrative sanctions in accordance with the provisions of these Regulations， be punished by the securities exchange or other self-regulatory organs of the securities industry in accordance with their articles of association or self-regulating rules.

　　Artic

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