中华人民共和国证券法（二）

　　Chapter V Securities Exchanges

　　Article 95 A securities exchange is a legal entity that provides a trading site for centralized competitive bidding for securities with no purpose of profit-making.

　　Establishment and disbandment of a securities exchange shall be subject to the decision of the State Council.

　　Article 96 Articles of association must be formulated for the establishment of a securities exchange.

　　Formulation and revision of articles of association of a securities exchange must be subject to the approval of the securities supervision and administration institution under the State Council.

　　Article 97 A securities exchange must display expressly the words of securities exchange in its name. Any other unit or individual must not use the name of securities exchange or a similar name.

　　Article 98 The various revenues at the disposal of a securities exchange on its own should first be used to guarantee the normal operation and gradual improvement of the securities trading site and facilities.

　　The accumulation of a securities exchange belongs to its members, its rights and interests shall be shared jointly by the members, and the accumulation must not be distributed to the members during its existence.

　　Article 99 A securities exchange shall establish a board of directors.

　　Article 100 A securities exchange shall have a general manager who shall be appointed or relieved of his/her duties by the securities supervision and administration institution under the State Council.

　　Article 101 Whoever has the circumstances specified in Article 57 of the Company Law or any of the following circumstances shall not serve as the person-in-charge of a securities exchange:

　　(1)the person-in-charge of a securities exchange or a securities registration and settlement agency or a director, or a commissioner or a manager of a security company who was removed from office as a result of illegal acts or acts of violation of discipline for not more than 5 years starting from the date of removal from office; and

　　(2)a lawyer, a chartered accountant or a specialized member of a legal asset assessment agency or authentication agency whose qualification has been revoked as a result of illegal acts or acts of violation of discipline for not more than 5 years starting from the date of revocation of the qualification.

　　Article 102 An employee of a securities exchange, a securities registration and settlement agency or a security company and a functionary of a state organ who has been dismissed as a result of illegal acts or acts of violation of discipline shall not be employed as an employee of a securities exchange.

　　Article 103 Those that enter securities exchanges to participate in centralized competitive bidding in trading must be security companies with securities exchange membership.

　　Article 104 An investor should open an account for securities trading in a security company and entrust the security company that has opened an account for him/her/it to buy or sell securities on his/her/its behalf in writing, making telephone calls or in other forms.

　　An investor that buys or sells securities through the security company that has opened an account for him/her/it should adopt market price commission or limited price commission.

　　Article 105 A security company shall, in accordance with the entrustment of an investor and the rule of time preference, file a trading application for participating in centralized bidding for trading on the trading floor of a securities exchange; a securities registration and settlement agency shall, on the basis of transaction results and pursuant to the rules of settlement and delivery, carry out settlement and delivery of securities and funds, and process the formalities of ownership transfer of securities registration.

　　Article 106 A secur

ity company that accepts entrustment or engages in self-operations must not sell the securities again on the day they are bought in.

　　Article 107 Securities exchanges should provide safeguards for organizing fair and centralized competitive bidding in trading, make public real-time quotations for securities trading, and make tabulated quotations for the securities market according to trading day and make an announcement thereof.

　　Article 108 Securities exchanges shall, pursuant to the provisions of laws and regulations, handle affairs of suspension of listing, resumption of listing or termination of listing of stocks and corporate bonds. Specific measures shall be formulated by the securities supervision and administration institution under the State Council.

　　Article 109 A securities exchange may, in the event of an emergency that affects the normal process of securities trading, take technical measures of suspending the listing; a securities exchange may, in the event of an emergency by force majeure or for the purpose of maintaining normal order of securities trading, decide to temporarily suspend the market.

　　A securities exchange that takes technical measures of suspending the listing or a decision on temporary suspension of the market must submit a report to the securities supervision and administration institution under the State Council in time.

　　Article 110 Securities exchanges shall carry out real-time monitoring of the securities transactions going on in the exchanges and submit a report on the abnormal trading pursuant to the requirements of the securities supervision and administration institution under the State Council.

　　Securities exchanges should exercise supervision over information disclosure by the listed companies and supervise and urge the listed companies to disclose information timely and accurately according to law.

　　Article 111 Securities exchanges should withdraw a certain percentage of amount of money from the trading charges, membership fees and seating fees collected by them for the establishment of a venture capital. The venture capital shall be administered by the board of directors of the securities exchanges.

　　Specific percentage to be withdrawn from and measures for the use of the venture capital shall be laid down by the securities supervision and administration institution under the State Council in conjunction with the department of finance under the State Council.

　　Article 112 Securities exchanges should deposit the guaranty money for trading and venture capital collected and kept in a special account of a bank of deposit. and must not use them without authorization.

　　Article 113 Securities exchanges shall, pursuant to laws and administrative regulations on securities, formulate specific rules for centralized competitive bidding for securities trading, formulate rules for membership management of securities exchanges and business rules for employees of securities exchanges and submit them to the securities supervision and administration institution under the State Council for approval.

　　Article 114 The person-in-charge and other employees of a securities exchange should practise challenge in the discharge of duties relating to securities trading involving relations of interests of the person himself/herself or his/her relations.

　　Article 115 The transaction results for transactions concluded pursuant to the trading rules formulated according to law must not be changed. Civil liability to be borne by the trader who has violated rules in trading must not be absolved; benefits accrued from trading against rules shall be dealt with pursuant to relevant provisions.

　　Article 116 Any person engaging in securities trading in a securities exchange violates the rules governing trading of a securities exchange shall be imposed disciplinary sanctions by the securities exchange; where t

he circumstances are serious, his/her qualification shall be revoked and he/she shall be prohibited from entering the trading place for securities trading.

　　Chapter VI Security Companies

　　Article 117 Establishment of a security company must be subject to the examination and approval of the securities supervision and administration institution under the State Council. No securities business operations shall be conducted without the approval of the securities supervision and administration institution under the State Council.

　　Article 118 A security company referred to in this Law means a limited liability company or a join-stock company limited engaging in securities business operations approved pursuant to the provisions of the Company Law and the provisions of the preceding Article.

　　Article 119 The state exercises classified administration over security companies which shall be classified into integrated security companies and brokerage security companies, and the securities supervision and administration institution under the State Council shall issue business licences according to the classification.

　　Article 120 A security company must expressly display the words of limited liability security company or joint-stock security company limited in its name.

　　A securities brokerage company must expressly display the word of brokerage in its name.

　　Article 121 Establishment of an integrated security company must have the following qualifications:

　　(1)a minimum registered capital of RMB 500 million Yuan;

　　(2)its main administrators and business personnel must have qualifications for the securities profession;

　　(3)has a fixed business site and qualified trading facilites; and

　　(4)has sound and complete manag

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