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

ereby parties with information disclosure obligations， in the course of issue or trading of securities， violate securities laws and regulations by recording falsehoods or making misleading statements in respect of major events that are contrary to the truth of the facts， or by major omissions when disclosing information or making information disclosure in an inappropriate manner.

　　“Major events” shall be defined in light of Articles 59， 60， 61， 62 and 72 of the Securities Law and by the content of relevant provisions.

　　The term “recording falsehoods” shall refer to acts whereby a party with information disclosure obligations records facts that do not exist in an information disclosure document when disclosing information.

　　The term “misleading statements” shall refer to statements made by a party making false representation in information disclosure documents or through the media， causing investors to misjudge their investments， thus creating major impact.

　　The term “major omissions” shall refer to the failure by parties with information disclose obligations to record， fully or partially， information that is required to be recorded in the information disclosure documents.

　　The term “making information disclosure in an inappropriate manner” shall refer to the failure by parties with information disclose obligations to publicly disclose information that shall be disclosed within the appropriate time limit or in the statutory manner.

　　Article 18　In any of the following circumstances， the people's court shall determine that a causal relationship exists between the false representation and the injurious result：

　　1. where the securities in which the investor invested were directly linked to the false representation；

　　2. where the investor purchases the securities on or after the date on which the false representation is made and before it is exposed or corrected； or

　　3. where the investor incurs losses as a result of the sale of securities， or as a result of continuing to hold the securities on or after the date on which the false representation was exposed or corr

ected.

　　Article 19　The people's court shall determine that no causal relationship exists between the false representation and the injurious result if the defendant produces evidence proving that：

　　1. the plaintiff has sold the securities before the date of exposure or correction of the false representation；

　　2. the plaintiff has made the investment on or after the date of exposure or correction of the false representation；

　　3. the plaintiff has made the investment with the knowledge of the false representation；

　　4. the loss or part of the loss incurred by the plaintiff has been caused by other factors such as risk in the securities market system； or

　　5. the plaintiff made the investment in bad faith or for the purpose of manipulating the price of the securities.

　　Article 20　For the purposes of these Provisions， the term “the date on which false representation is made” shall refer to the date on which the false representation is made or occurs.

　　The term “the date of exposure of false representation” shall refer to the date on which the false representation is first publicly exposed in medium such as newspaper， periodicals， radio or television that is distributed or broadcast nationwide.

　　The term “the date of correction of false representation” shall refer to the date on which the party making the false representation announces a correction of the false representation and carries out the procedures for suspension of trading in accordance with provisions in a medium designated by the China Securities Regulatory Commission.

　　5. LIABILITY AND EXEMPTION FROM LIABILITY

　　Article 21　The sponsor， issuer or listed company shall undertake civil liability for compensation incurred by the investor as a result of his/its false representation.

　　Senior management personnel such as the responsible directors， supervisors and managers， etc. of the issuer or listed company shall undertake the joint and several liability for compensation for losses as referred to in the preceding paragraph. However， where there is evidence proving that they were not at fault， they shall be exempted from liability.

　　Article 22　Where a person with actual control manipulates an issuer or listed company to violate the provisions of securities laws by making false representation in the name of the issuer or listed company， causing losses to investors thereby， the liability for compensation may be borne by the issuer or listed company. After the issuer or listed company has borne the liability for compensation， it may seek compensation from the person with actual control.

　　Where a person with actual control makes false representation in violation of Article 4， 5 or 188 of the Securities Law， causing losses to investors thereby， the person with actual control shall be liable for compensation.

　　Article 23　Securities distributors and securities listing sponsors shall be liable for compensation for losses caused to an investor due to false representation. However， where there is evidence proving that they were not at fault， they shall be exempted from liability.

　　Senior management personnel such as the responsible directors， supervisors and managers shall undertake the joint and several liability for compensation borne by securities distributors and securities listing sponsors. The cause for exemption of liability shall be as stipulated in the preceding paragraph.

　　Article 24　Where professional intermediary service institutions and their directly responsible persons make false representation in violation of Article 161 or 202 of the Securities Law， causing losses to investors thereby， they shall be liable for compensation for the proportion of the loss they caused. However， where there is evidence proving that they were not at fault， they shall be exempted from liability.

　　Article 25　Other organizations or natural

persons that have made false representations， as specified in Paragraph Seven of Article 7 hereof， in violation of Article 5， 72， 188 or 189 of the Securities Law， causing losses to investors thereby， shall be liable for compensation.

　　6. JOINT TORT LIABILITY

　　Article 26　Where a sponsor provides a guarantee for information disclosure by an issuer， the sponsor and issuer shall undertake joint and several liability for compensation for losses incurred by investors.

　　Article 27　Where a securities distributor， securities listing sponsor or professional intermediary service organization knows or should have known that the issuer or listed company has made false representation but fails to make rectification or issue a qualified opinion and a joint tort has been constituted， it shall undertake the joint and several liability for losses incurred by the investor.

　　Article 28　If the senior management personnel such as the responsible directors， supervisors or managers etc. of an issuer， listed company， securities sponsor or securities listing sponsor are any of the following circumstances， they shall be determined as making joint false representation and shall undertake the joint and several liability with the issuer， listed company， securities sponsor or securities listing sponsor for losses incurred by investors：

　　1. they participate in the false representation；

　　2. they know， or should have known， of the false representation and fail to expressively indicate an objection； or

　　3. other circumstances for which they are responsible.

　　7. RECOGNITION OF LOSSES

　　Article 29　Where a party making false representation on the securities issue market causes losses to an investor， the investor has the right to request compensation from the party making the false representation in accordance with Article 30 hereof. If the false representation leads to a suspension of the issuance of the securities， the investor has the right to request the party making false representation to refund and compensate for any paid share capital and the interest incurred at the bank interest rate for current deposits for the same period.

　　Article 30　The scope of civil liability for compensation of a party making false representation on the securities market is limited to the actual loss incurred by the investors as a result of the false representation. Actual losses incurred by　investors include：

　　1. investment differential loss； and

　　2. the commission and stamp duty for investment differential loss.

　　Interest on the capital in the above paragraph shall be calculated at the bank interest rate for current deposits for the same period from the date of purchase to the sale of the securities or the base date.

　　Article 31　Where an investor sells the securities on or before the base date， the investment differential loss shall be calculated based on the difference between the average purchase price of the securities and the actual average price at which the securities are sold， multiplied by the quantity of securities held by the investor.

　　Article 32　Where the investor sells or retains the securities after the base date， the investment differential loss shall be calculated based on the difference between the average purchase price and the average closing price on each trading day from the date of exposure or correction of the false representation to the base date， multiplied by the quantity of securities held by the investor.

　　Article 33　The term “the base date for calculation of investment differential loss” shall

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