股票发行与交易管理暂行条例（二）

le 77 Violations of the provisions of these Regulations that cause damages to other persons shall make the violators liable to pay civil compensation.

　　Article 78 Violations of these Regulations which constitute criminal acts shall be investigated for criminal liability in accordance with the law.

　　Chapter VIII Arbitration of Disputes

　　Article 79 With respect to any dispute relating to the issuance or trading of shares， the parties may， in accordance with the provisions of their agreement， apply to an arbitration organ for mediation or arbitration.

　　Article 80 A dispute between securities dealing institutions or between a securities dealing institution and a securities exchange arising from the issuance or trading of shares shall be resolved through mediation or arbitration under the auspices of an arbitration organ that has been established with the approval of the SCSC or is designated by the SCSC.

　　Chapter IX Supplementary Articles

　　Article 81 The following terms used in these Regulations shall have the following meanings：

　　1. “Shares” means the transferable written certificates issued by a company limited by shares indicating that its shareholders enjoy rights and bear obligations in accordance with the shares held by such shareholders.

　　“Book entry shares” means the written register that the issuer has produced in accordance with the uniform form provided for by the CSSRC and that records the interests of the shareholders.

　　“Shares in the form of physical certificates” means written shares certificates that the issuer has uniformly printed at a CSSRC-designated printing institution.

　　2. “Outstanding common shares” shall mean the common share capital of the company other than treasury shares.

　　3. “Public issue” or “issue to the public” shall mean the making of offer invitations， offers or sales with respect to the issuer's shares that the issuer makes to the public （other than the issuer itself） through securities dealing institutions.

　　4. “Distribute” or “distribution” shall mean the act whereby a securities dealing institution distributes the issuer's shares by means of underwriting or sales on a best efforts basis.

　　5. “Distributing institution” shall mean a securities dealing institution that sells the issuer's shares by means of underwriting or sale on a best effort basis.

　　6. “Underwrite” or “underwriting” shall mean the method of distribution whereby the securities dealing institution shall purchase all of the unsold shares upon the expiration of the issuing period.

　　7. “Sale or sell on a best effort basis” shall mean the method of distribution whereby the securities dealing institution shall return all the unsold shares to the issuer or underwriter upon the expiration of the issuing period.

　　8. “Promulgate” shall mean the act whereby the documents that should be disclosed in accordance with the provisions of these Regulations are published in newspapers and magazines designated by the CSSRC.

　　9. “Publicize” shall mean the act whereby the documents that should be disclosed in accordance with the provisions of these Regulations are placed at the business offices of the issuer and its securities distributing institution and at the CSSRC， for review and examination by the investors.

　　10. “Offer” shall mean the oral or written expression made to private places or non- private offerees to buy or sell certain shares.

　　11. “Offer invitation” shall mean any expression that advises other persons to make an offer to the person that makes the invitation.

　　12. “Preliminary acceptance” shall mean the preliminary expression of acceptance by the offeree of an offer， which shall not constitute an acceptance prior to the expiration of the offer.

　　13. A “listed company” shall mean a company limited by shares the shares of which have been approved to be traded on a securities exchange.

　　14. “Insiders” shall mean any person that has access to or can acquire inside information because of its holdings of the issuer's shares， or because of its position as a director， supervisor or senior manager of the issuer or of the enterprises that have close connections with the issuer， or because of its

membership， managerial position， supervisory role or professional connection， or because it performs duties as an employee or professional advisor.

　　15. “Inside information” shall mean important information which may have an impact on the market price， of which the relevant issuer， securities dealing institutions， legal persons intending to complete an acquisition， securities supervisory and regulatory organs， self-regulatory organs of the securities industry and the personnel that have close connections with them have knowledge and which has not yet been made public.

　　16. A “securities exchange” shall mean a securities exchange or a securities trading quotation system which has been established after approval for the trading of shares.

　　17. “Regulatory personnel of the securities industry” shall mean the staff of the regulatory departments and the self-regulatory organs of the securities industry.

　　18. “Securities industry personnel” shall mean the staff of the institutions that issue and trade shares and undertake other related businesses.

　　Article 82 The regulations for the administration of securities dealing institutions and securities exchanges shall be formulated separately. These regulations shall not apply to shares owned by the internal staff and employees of an issuer.

　　Article 83 The SCSC shall be responsible for the interpretation of these Regulations.

　　Article 84 These Regulations shall come into effect as of the date of their promulgation

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