关于审理证券市场因虚假陈述引发的民事赔偿案件的若干规定 Trial of Civil Compensation Cases Arising from False Representation in t

法释[2003]2号

（Promulgated by the Supreme People's Court on 9 January 2003 and effective as of 1 February 2003.）

颁布日期：20030109 　实施日期：20030201 　颁布单位：最高人民法院

　　These Provisions are formulated in accordance with laws and regulations such as the PRC， Civil Law General Principles， the PRC， Securities Law， the PRC， Company Law and the PRC， Civil Procedure Law， and in light of the actual circumstances of the securities market and adjudication practice in order to correctly try civil compensation cases arising from false representation in the securities market， regulate civil acts in the securities market and protect the lawful rights and interests of investors.

　　1. GENERAL PROVISIONS

　　Article 1　For the purposes of these Provisions， the term “civil compensation cases arising from false representation in the securities market” （Securities False Representation Civil Compensation Cases） shall refer to civil compensation cases brought before the people's court by investors in the securities market who have incurred losses because of false representation in violation of the laws and regulations by those obliged to disclose information.

　　Article 2　For the purposes of these Provisions， the term “investors” shall refer to natural persons， legal persons or other organizations engaging in securities subscriptions or transactions in the securities market.

　　For the purposes of these Provisions， the term “securities market” shall refer to the primary market on which the issuer offers shares to the public， the market on which securities are traded through the quotation systems of securities exchanges， the market on which securities companies transfer shares as an agent， and other securities markets whose establishment has been approved by the State.

　　Article 3　These Provisions shall not apply to civil litigation cases arising from the following transactions：

　　1. transactions taking place outside securities markets whose establishment has been approved by the State； and

　　2. transactions by way of transfer on securities markets whose establishment has been approved by the State.

　　Article 4　When hearing Securities False Representation Civil Compensation Cases， a people's court shall emphasize mediation and encourage conciliation between the parties involved.

　　Article 5　The statute of limitation for bringing civil compensation actions against the party making false representations shall be governed by Article 135 of the Civil Law General Principles， and the action shall commence from the following dates：

　　1. the date on which the China Securities Regulatory Commission or its agency publishes its decision on the penalty to be imposed on the party making false representations；

　　2. the date on which the PRC Ministry of Finance， other administrative authority or authorities with the power to issue administrative penalties publish（es） the decision on the penalty to be imposed on the party making false representation； or

　　3. the effective date of the criminal judgment in the case of a party making false representation that has not been subjected to administrative penalty， but has been declared guilty by the people's court.

　　Where two or more administrative penalties are imposed on different parties making false representation for the same false representation or where both administrative and criminal penalties have been imposed， the statute of limitation for civil compensation action shall commence from the date of publication of the first administrative penalty decision or the effective date of the criminal judgment.

　　2. ACCEPTANCE AND JURISDICTION

　　Article 6　Where an investor， on the grounds of injury incurred by himself， institutes civil compensation proceedings against the party making the false representation on the basis of the administrative penalty

decision of the relevant authority or the written criminal judgment of the people's court， the people's court shall accept the case provided that it complies with Article 108 of the Civil Procedure Law.

　　Investors that institute securities false representation civil compensation proceedings shall submit the following evidence in addition to submitting the administrative penalty decision or announcement， or the written criminal judgment of the people's court：

　　1. documentation proving the identity of the natural person， legal person or other organization； where the original cannot be provided， a notarized copy of the document shall be submitted； and

　　2. evidentiary materials showing investment losses， such as certificate of transaction， etc.

　　Article 7　The defendant in Securities False Representation Civil Compensation Cases shall be the party making the false representation， including：

　　1. persons with actual control， such as sponsor（s） and controlling shareholder（s）；

　　2. the issuer or listed company；

　　3. the securities distributor；

　　4. the securities listing sponsor；

　　5. professional intermediary service institutions such as accounting firms， law firms and asset valuation institution， etc.；

　　6. the senior management personnel such as the responsible directors， supervisors and managers of work units listed in Items （2）， （3） and （4） above， and the directly responsible persons of the institutions listed in Item （5） above； and

　　7. other organizations or natural persons that have made false representation.

　　Article 8　Securities False Representation Civil Compensation Cases shall fall under the jurisdiction of the intermediate people's court of cities， cities with independent development plan or special economic zone at the seat of the local people's government of a province， municipality directly under the central government or autonomous region.

　　Article 9　Where an investor institutes securities false representation civil compensation proceedings against multiple defendants， jurisdiction shall be determined in accordance with the following principles：

　　1. the competent intermediate people's court of the place where the issuer or listed company is located shall have jurisdiction， except in circumstances listed in Paragraph Two of Article 10 hereof.

　　2. where proceedings are instituted against parties making false representation other than the issuer or the listed company， the competent intermediate people's court of the place where the defendant is located shall have jurisdiction.

　　3. where the defendant is a natural person， the competent intermediate people's court of the place where the defendant is located shall have jurisdiction.

　　Article 10　After a people's court has accepted a case of false representation where the defendant is not the issuer or listed company， it may， on the application of the parties involved or with the agreement of all the plaintiffs， add the issuer or the listed company as a co-defendant. Once this has been done， the people's court shall transfer the case to the competent intermediate people's court of the place where the issuer or listed company is located.

　　If no party makes this request or the plaintiffs do not agree， but the people's court deems the addition necessary， it shall notify the issuer or the listed company that it is a co-defendant in the case， but may not transfer the case.

　　Article 11　If， after a people's court has accepted a Securities False Representation Civil Compensation Case， the party subjected to administrative penalty is dissatisfied with such penalty and applies for an administrative review or institutes administrative proceedings， the people's court may rule to suspend the trial.

　　If， after the people's court has accepted a Securities False Representation Civil Compensation Case， the relevant admin

istrative penalty is revoked， the people's court shall rule to terminate the proceedings.

　　3. FORMS OF LITIGATION

　　Article 12　Plaintiffs in Securities False Representation Civil Compensation Cases covered hereby may institute legal proceedings independently or jointly.

　　Article 13　If multiple plaintiffs institute legal proceedings against the same defendant for the same false representation and there are both independent and joint actions， the people's court may notify the plaintiffs instituting independent action to participate in the joint action.

　　If multiple plaintiffs simultaneously institute two or more joint actions against the same defendant for the false representation， the people's court may merge them into one joint action.

　　Article 14　The number of plaintiffs in a joint action shall be determined before the hearing is held. In cases where there is a large number of plaintiffs， the plaintiffs may appoint between two and five representatives. Each representative may appoint one to two agents ad litem.

　　Article 15　Plaintiffs' representatives shall， upon special authorization of the plaintiffs they represent， attend the hearing， modify or withdraw claims， and engage in mediation or reach mediation agreements with the defendant， on behalf of the plaintiffs.

　　Article 16　When the people's court rules that a defendant shall bear the civil liability for compensation to a large number of plaintiffs， it may decide the total amount of compensation in the text judgment and append a list of each plaintiff's name， the amount to be awarded， etc. to the end of the written civil judgment.

　　4. DETERMINATION OF FALSE REPRESENTATION

　　Article 17　The term “false representation in the securities market” shall refer to acts wh

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