全国人民代表大会常务委员会关于修改《中华人民共和国证券法》的决定　附：修正本（二）

its members and to promote professional exchanges among members；

　　（5）t mediate in the event of disputes between members or between members and their clients；

　　（6）to make arrangements for members to research into the development， operation and other matters related to the securities industry；

　　（7）t supervise and inspect members' con

duct and， in accordance with rules， to impose disciplinary sanctions on any member that violates laws， administrative regulations or the articles of Association； and

　　（8）other function delegated to it by the securities regulatory authority under the State Council.

　　Article 165 The Securities Industry Association shall have a board of governors. The members of the board of governors shall be elected as prescribed in the articles of association.

　　Chapter Ⅹ

　　Securities Regulatory Authority

　　Article 166 The securities regulatory authority under the State Council shall regulate the securities market according to law， maintain order of the securities market and ensure the lawful operation of the same.

　　Article 167 The securities regulatory authority under the State Council shall perform the following functions in regulating the securities market：

　　（1） to formulate， according to law， rules and regulations concerning regulation of the securities market and lawfully exercise its power of examination and approval or verification；

　　（2 to regulate， according to law， the offering， trading， registration， custody and clearing of securities；

　　（3） to regulate， according to law， the securities business activities of the issuers of securities， listed companies， stock exchanges， securities companies， securities registration and clearing institutions， securities investment fund management institutions， securities investment consulting organizations， credit-rating institutions， and those law firms， public accounting firms and asset appraisal organizations that are engaged in securities business；

　　（4） to formulate， according to law， the qualification criteria and code of conduct for persons engaged in securities business， and to see that these are observed；

　　（5） to supervise and inspect， according to law， the disclosure of information in connection with securities offering and trading；

　　（6） to guide and supervise the activities of the Securities Industry Association according to law；

　　（7） according to law， to investigate and deal with violations of laws and administrative regulations concerning the regulation of the securities market； and

　　（8）other functions prescribed in laws and administrative regulations.

　　Article 168 When performing its functions according to law， the securities regulatory authority under the State Council shall have the power to adopt the following measures：

　　（1）to enter the site where an illegal act is committed to investigate and collect evidence；

　　（2）t question the party concerned and any unit or individual connected with the event under investigation， and to requite them to give explanations concerning matters connected with the event under investigation；

　　（3） to inspect and make copies of the securities trading records， records of registration of change in ownership， financial and accounting information and other relevant documents and materials of the party concerned and any unit or individual connected with the event under investigation， and to seal up documents or materials likely to be removed or concealed； and

　　（4）to examine the fund accounts and securities accounts of the party concerned and any unit or individual connected with the event under investigation， and if there is evidence to substantiate signs that illegally obtained funds or securities have been removed or concealed， to apply to a judicial organ to freeze the same.

　　Article 169 When members of the securities regulatory authority under the State Council conduct supervision， inspection or investigation during the lawful performance of their duties， they shall produce the relevant papers and be obligated to maintain the confidentiality of the commercial secrets of units of individuals with they become aware of.

　　Article 170 Members of the securities regulatory authority u

nder the State Council shall perform their duties faithfully， do their work according to law and be impartial and honest. They may not take advantage of their positions to seek illegitimate gains.

　　Article 171 When the securities regulatory authority under the State Council performs its functions according to law， the units and individuals under inspection or investigation shall cooperate and provide truthful relevant documents and materials. Such units and individuals may not refuse to cooperate， obstruct inspection or investigation or conceal relevant documents or materials.

　　Article 172 The rules and regulations and the regulatory work systems formulated according to law by the securities regulatory authority under the State Council shall be made public.

　　Decisions made by the securities regulatory authority under the State Council， on the basis of the results of its investigations， to impose penalties on illegal acts involving securities shall be made public.

　　Article 173 If， during the performance with of its functions according to law， the securities regulatory authority under the State Council suspects that an illegal act involving securities discovered by it may constitute a criminal offense， it shall hand the case over to a judicial organ for it to handle.

　　Article 174 No members of the securities regulatory authority under the State Council may concurrently hold a position in an organization that is under the regulation of the authority.

　　Chapter Ⅺ

　　Legal Liability

　　Article 175 Any unit that issues securities without verification or examination and approval by the statutory authority or that issues securities by forging issuing documents shall be ordered to cease issuance and refund the funds thus raised， together with bank deposit interest for the same period， and shall also be fined not less than one percent but not more than five percent of the amount of the illegally raised funds. The persons directly in charge and the other persons directly responsible shall be given a disciplinary warning and also be fined not less than 30， 000 Yuan but not more than 300， 000 Yuan. If the offense constitutes a crime， criminal liability shall be pursued according to law.

　　Article 176 Where a securities company underwrites or deals as and agent in securities issued without verification or examination and approval， the securities regulatory authority shall have it closed down， confiscate its illegal gains and impose on it a fine of not less than the amount of but not more than five times the illegal gains. The persons directly in charge and the other persons directly responsible shall be given a disciplinary warning and also be fined not less than 30， 000 Yuan but not more than 300， 000 Yuan. If the offense constitutes a crime， criminal liability shall be pursued according to law.

　　Article 177 Where the issuer of securities listed upon verification pursuant to this Law fails to disclose information in accordance with relevant regulations or the information disclosed contains a falsehood， misleading statement or major omission， the securities regulatory authority shall order the issuer to take remedial measures and impose on it a fine of not less than 300， 000 Yuan but not more than 600， 000 Yuan. The persons directly in charge and the other persons directly responsible shall be given a disciplinary warning and also be fined not less than 30， 000 Yuan but not more than 300， 000 Yuan. If the offense constitutes crime， criminal liability shall be pursued according to law.

　　If the issuer mentioned in the preceding paragraph fails to announce its listing documents or submit the relevant reports schedule， the securities regulatory authority shall order it to take remedial measures and impose on it a fine of not less than 50， 000 Yuan but not more than 100， 000 Yuan.

　　Article 178 If anyone illegally established a stock exchange， th

e securities regulatory authority shall close down the same， confiscate any illegal gains and impose a fine of not less than the amount of but not more than five times the illegal gains. If there are no illegal gains， a fine of not less than 100， 000 Yuan but not more than 500， 000 Yuan shall be imposed. The persons directly in charge and the other persons directly responsible shall be given a disciplinary warning and also be fined not less than 30， 000 Yuan but not more than 300， 000 Yuan. If the offense constitutes a crime， criminal liability shall be pursued according to law.

　　Article 179 If anyone established a securities company and operates securities business without approval and a business license ， the securities regulatory authority shall have it closed down， confiscate any illegal gains and impose a fine of not less than the amount of but not more than five times the illegal gains. If there are no illegal gains， a fine of not less than 30， 000 Yuan but not more than 100， 000 Yuan shall be imposed. If the offense constitutes a crime， criminal liability shall be pursued according to law.

　　Article 180 If anyone who is prohibited by laws or administrative regulations from participating in share trading holds， purchases or sells shares directly or under an assumed name or in the name of another， he shall be ordered to dispose of the illegally held shares according to law， his illegal gains shall be confiscated and he shall als

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