Chapter 1 General Provisions

Article 1 To regulate the issuance and trading of securities，Protect the legitimate rights and interests of investors，Maintain social and economic order and public interests，Promote the development of socialist market economy，Enact this law。

Article 2 Within the territory of the People’s Republic of China，Stocks、Corporate bonds、Issuance and trading of depository receipts and other securities recognized by the State Council in accordance with the law，This law applies；Not stipulated in this law，The "Company Law of the People's Republic of China" and other laws apply、Provisions of administrative regulations。

Government Bonds、Listing and trading of securities investment fund shares，This law applies；Other laws、Administrative regulations provide otherwise，The regulations apply。

Asset-backed securities、Issuance of asset management products、Transaction Management Measures，Stipulated by the State Council in accordance with the principles of this law。

Securities issuance and trading activities outside the People’s Republic of China，Disturbing the market order in the People’s Republic of China，Injury to the legitimate rights and interests of domestic investors，Process it in accordance with the relevant provisions of this law and pursue legal liability。

Article 3 Issuance of Securities、Trading Activity，Must follow disclosure、Fair、The principle of justice。

Article 4 Securities Issuance、Parties to trading activities have equal legal status，Should be voluntary、Paid、The principle of good faith。

Article 5 Issuance of Securities、Trading Activity，Must obey the law、Administrative regulations；Fraud prohibited、Insider trading and securities market manipulation。

Article 6 Securities Industry and Banking Industry、Trust Industry、The insurance industry implements separate operations、Separate management，Securities companies and banks、Trust、Insurance business institutions are established separately。Except otherwise provided by the state。

Article 7: The securities regulatory authority of the State Council implements centralized and unified supervision and management of the national securities market in accordance with the law。

The securities regulatory authority of the State Council may establish dispatched offices as necessary，Perform supervision and management responsibilities in accordance with authorization。

Article 8: The national audit agency conducts inspections on securities trading venues in accordance with the law、Securities Company、Securities registration and clearing agency、Securities regulatory agencies conduct audit supervision。

Chapter 2 Securities Issuance

Article 9 Public Offering of Securities，Must comply with the law、Conditions stipulated in administrative regulations，And report to the securities regulatory authority of the State Council or the department authorized by the State Council for registration in accordance with the law。Not legally registered，No unit or individual may issue securities to the public。The specific scope of the securities issuance registration system、Implementation steps，Stipulated by the State Council。

If one of the following circumstances occurs, it is a public offering:

(1) Issuance of securities to unspecified objects;

(2) The total number of securities issued to specific targets exceeds 200 people，However, the number of employees who implement employee stock ownership plans in accordance with the law is not counted；

(3) Other issuance activities stipulated by laws and administrative regulations.

Non-public offering of securities，Advertising is not allowed、Public solicitation and disguised disclosure。

Article 10: Issuer applies for public offering of stocks、Corporate bonds convertible into stocks，Adopting underwriting methods in accordance with the law，Or public offering law、Other securities for which the sponsorship system is stipulated in administrative regulations，A securities company should be hired as a sponsor。

Sponsors should abide by business rules and industry norms，Honest and trustworthy，Diligence and responsibility，Prudently review the issuer’s application documents and information disclosure materials，Supervise issuers’ standardized operations。

The management measures for sponsors shall be stipulated by the securities regulatory authority of the State Council。

Article 11 Establishment of a joint-stock company and public issuance of shares，Should meet the conditions stipulated in the "Company Law of the People's Republic of China" and other conditions stipulated by the securities regulatory authority of the State Council approved by the State Council，Submit an offering application and the following documents to the Securities Regulatory Authority of the State Council:

(1) Articles of Association;

(2) Sponsor Agreement;

(3) Name of the sponsor，Number of shares subscribed by the promoter、Types of investment and capital verification certificate；

(4) Prospectus;

(5) Name and address of the bank that collects shares;

(6) Name of underwriting agency and relevant agreement.

Recruiting a sponsor in accordance with the provisions of this Law，The issuance sponsorship letter issued by the sponsor should also be submitted。

Law、Administrative regulations stipulate that the establishment of a company must be submitted for approval，Corresponding approval documents should also be submitted。

Article 12 The company’s initial public offering of new shares，Should meet the following conditions:

(1) Have a sound and well-functioning organizational structure;

(2) Having the ability to continue operating;

(3) An unqualified audit report has been issued on the financial accounting reports of the last three years；

(4) Issuer and its controlling shareholders、The actual controller has no corruption in the past three years、Bribery、Occupying property、Criminal offenses of misappropriating property or disrupting the order of the socialist market economy；

(5) Other conditions stipulated by the securities regulatory authority of the State Council approved by the State Council。

Listed companies issue new shares，Should meet the conditions stipulated by the securities regulatory authority of the State Council approved by the State Council，The specific management measures shall be stipulated by the securities regulatory authority of the State Council。

Public issuance of depositary receipts，Should meet the conditions for the initial public offering of new shares and other conditions stipulated by the securities regulatory authority of the State Council。

Article 13 Public Issuance of New Shares by the Company，IPO application and the following documents should be submitted:

(1) Company business license;

(2) Articles of Association;

(3) Resolution of shareholders’ meeting;

(4) Prospectus or other public offering documents；

(5) Financial accounting report;

(6) The name and address of the bank that collects the shares.

Recruiting a sponsor in accordance with the provisions of this Law，The issuance sponsorship letter issued by the sponsor should also be submitted。Underwriting in accordance with the provisions of this law，The name of the underwriting agency and relevant agreements should also be submitted。

Article 14: Funds raised by companies from public issuance of stocks，The funds must be used in accordance with the purposes listed in the prospectus or other public offering documents；Change the use of funds，Must be resolved by the shareholders’ meeting。Unauthorized change of use，Uncorrected，Or not approved by the general meeting of shareholders，No public issuance of new shares。

Article 15 Public Issuance of Corporate Bonds，Should meet the following conditions:

(1) Have a sound and well-functioning organizational structure;

(2) The average distributable profits in the past three years are sufficient to pay one year’s interest on corporate bonds；

(3) Other conditions specified by the State Council.

Funds raised by public issuance of corporate bonds，Must be used in accordance with the purposes of funds listed in the corporate bond raising methods；Change the use of funds，Must be resolved by bondholders meeting。Funds raised by public issuance of corporate bonds，Cannot be used to make up for losses and non-productive expenses。

Listed companies issue corporate bonds that can be converted into stocks，Except for meeting the conditions specified in paragraph 1，The provisions of paragraph 2 of Article 12 of this Law shall also be observed。But，According to the corporate bond raising method，Except for listed companies converting corporate bonds by acquiring shares of the company。

Article 16 Application for public issuance of corporate bonds，The following documents shall be submitted to the department authorized by the State Council or the securities regulatory agency of the State Council:

(1) Company business license;

(2) Articles of Association;

(3) Corporate bond raising methods;

(4) Other documents prescribed by departments authorized by the State Council or the securities regulatory authority of the State Council。

Recruiting a sponsor in accordance with the provisions of this Law，The issuance sponsorship letter issued by the sponsor should also be submitted。

Article 17 Under one of the following circumstances，No further public issuance of corporate bonds:

(1) Facts of default or delay in payment of principal and interest on publicly issued corporate bonds or other debts，Still continuing；

(2) Violation of the provisions of this law，Change the use of funds raised from public issuance of corporate bonds。

Article 18 Format of application documents submitted by issuers when applying for public issuance of securities in accordance with the law、Submission method，Stipulated by the agency or department responsible for registration according to law。

Article 19 Securities issuance application documents submitted by the issuer，The information necessary for investors to make value judgments and investment decisions should be fully disclosed，Content should be true、Accurate、Complete。

Securities service agencies and personnel who issue relevant documents for securities issuance，Must strictly perform legal duties，Guarantee the authenticity of the documents issued、Accuracy and Completeness。

Article 20 Issuer’s application for initial public offering of stocks，After submitting application documents，Relevant application documents shall be disclosed in advance in accordance with the regulations of the securities regulatory authority of the State Council。

Article 21 The securities regulatory agency of the State Council or the department authorized by the State Council is responsible for the registration of securities issuance applications in accordance with legal conditions。The specific measures for registration of public securities issuance shall be stipulated by the State Council。

In accordance with the regulations of the State Council，Stock exchanges, etc. can review applications for public issuance of securities，Determine whether the issuer meets the issuance conditions、Information disclosure requirements，Urge issuers to improve information disclosure content。

Persons who participate in the registration application for securities issuance in accordance with the provisions of the previous two paragraphs，No interest relationship with the issuance applicant，Do not accept gifts directly or indirectly from the issuance applicant，Not allowed to hold securities registered for issuance application，No private contact with issue applicants。

Article 22 The securities regulatory authority of the State Council or the department authorized by the State Council shall within three months from the date of accepting the application documents for securities issuance，Make a decision to register or not to register in accordance with legal conditions and legal procedures，Added by the issuer upon request、The time for modifying issuance application documents is not included。Not allowed to register，The reason should be stated。

Article 23 After the application for securities issuance is registered，The issuer shall comply with the law、Provisions of administrative regulations，Announce the public offering documents before the public offering of securities，And place the document in a designated place for public inspection。

Before the information on the issuance of securities is disclosed in accordance with the law，No one with knowledge of the matter shall disclose or disclose this information。

The issuer shall not issue securities before announcing the public offering documents。

Article 24 Decisions made by the securities regulatory authority of the State Council or departments authorized by the State Council on securities issuance registration，Found not to meet legal conditions or legal procedures，Not yet issued securities，Should be revoked，Discontinued。Already issued but not yet listed，Revocation of issuance registration decision，The issuer shall return the issue price to the security holders according to the issuance price plus bank deposit interest for the same period；The issuer’s controlling shareholder、actual controller and sponsor，Should bear joint liability with the issuer，Except those who can prove that they are not at fault。

The issuer of stocks conceals important facts or fabricates material falsehoods in prospectuses and other securities issuance documents，Already issued and listed，The securities regulatory authority of the State Council may order the issuer to repurchase securities，Or order the responsible controlling shareholder、The actual controller buys back securities。

Article 25 After stocks are issued in accordance with the law，Changes in the issuer’s operations and income，The issuer is solely responsible；Investment risks caused by these changes，Investors are solely responsible。

Article 26 Securities issued by the issuer to unspecified objects，Law、Administrative regulations stipulate that it should be underwritten by a securities company，The issuer shall sign an underwriting agreement with the securities company。Securities underwriting business adopts agency or underwriting method。

Securities agency sales refers to securities companies selling securities on behalf of issuers，At the end of the underwriting period，Underwriting method in which all unsold securities are returned to the issuer。

Securities underwriting refers to an underwriting method in which a securities company purchases all the issuer’s securities in accordance with the agreement or purchases all the remaining securities on its own at the end of the underwriting period。

Article 27: Issuers of publicly offered securities have the right to independently select underwriting securities companies in accordance with the law。

Article 28 Securities underwriting by securities companies，Should sign a consignment or underwriting agreement with the issuer，Specify the following matters:

bet365 Play online games(1) Name of the party、Residence and name of legal representative；

(2) Consignment、Types of underwritten securities、Quantity、Amount and issue price；

(3) The term and start and end dates of agency sales and underwriting;

(4) Payment method and date for consignment and underwriting;

(5) Fees and settlement methods for consignment and underwriting;

(6) Liability for breach of contract;

(7) Other matters specified by the securities regulatory authority of the State Council。

Article 29 Securities underwriting by securities companies，The authenticity of public offering documents should be verified、Accuracy、Integrity checked。False records found、Misleading statements or major omissions，No sales activities allowed；Already sold，Sales activities must stop immediately，and take corrective measures。

A securities company underwriting securities shall not engage in the following conduct:

(1) Conducting false or misleading advertising or other promotional activities；

(2) Using unfair competition methods to solicit underwriting business;

(3) Other violations of securities underwriting business regulations.

A securities company has committed the acts listed in the preceding paragraph，Causing losses to other securities underwriting institutions or investors，Should bear liability for compensation according to law。

Article 30: Hiring an underwriting syndicate to underwrite the issuance of securities to unspecified objects，The underwriting syndicate shall be composed of the lead underwriter and the securities companies participating in the underwriting。

Article 31 Agency Sales of Securities、The maximum underwriting period shall not exceed ninety days。

Securities company is selling on agency、During the underwriting period，Sales to the agency、Underwritten securities shall be guaranteed to be sold to subscribers first，Securities companies are not allowed to reserve securities for sale on behalf of the company and purchase and retain securities for underwriting in advance。

Article 32: Shares are issued at a premium，The issuance price is determined by the issuer through negotiation with the underwriting securities company。

Article 33: Stock issuance shall be conducted through consignment，Consignment period expires，The number of shares sold to investors does not reach 70% of the number of shares proposed for public offering，Failed to issue。The issuer shall return the stock subscribers according to the issue price plus bank deposit interest for the same period。

Article 34 Public offering of stocks，Consignment、Underwriting period expires，The issuer shall report the stock issuance to the securities regulatory authority of the State Council for filing within the prescribed period。

Chapter 3 Securities Trading

Section 1 General Provisions

Article 35 Securities traded by parties to securities transactions in accordance with the law，Must be securities issued and delivered in accordance with the law。

Securities not issued in accordance with the law may not be bought or sold.

Article 36 Securities issued in accordance with the law，The "Company Law of the People's Republic of China" and other laws have restrictive provisions on the transfer period，Not transferable within a limited period。

Shareholders holding more than 5% of the shares of a listed company、actual controller、Director、Supervisor、Senior Management，And other shareholders who hold shares issued before the issuer’s initial public offering or shares issued by a listed company to specific objects，Transfer the shares of the company held by it，Must not violate the law、Administrative regulations and the holding period of the Securities Regulatory Authority of the State Council、Selling time、Sold quantity、Selling method、Information disclosure and other regulations，And shall comply with the business rules of the stock exchange。

Article 37 Publicly issued securities，Should be listed and traded on a stock exchange established in accordance with the law or other national securities trading venues approved by the State Council。

Non-publicly issued securities，Can be found on the stock exchange、Other national securities trading venues approved by the State Council、Regional equity market transfer established in accordance with the regulations of the State Council。

Article 38 Securities listed and traded on stock exchanges，Should adopt public centralized trading methods or other methods approved by the securities regulatory authority of the State Council。

Article 39: Securities traded by parties to securities transactions may be in paper form or other forms specified by the securities regulatory authority of the State Council。

Article 40 Securities Trading Places、Employees of securities companies and securities registration and clearing institutions，Staff of securities regulatory agencies and laws、Other persons prohibited from participating in stock trading by administrative regulations，Within the term of office or legal period，Not allowed directly or under a pseudonym、Hold in someone else’s name、Buying and selling stocks or other equity securities，You are also not allowed to accept stocks or other equity securities as gifts from others。

Anyone who becomes a person listed in the preceding paragraph，Stocks or other equity securities previously held by them，Must be transferred in accordance with the law。

Employees of securities companies that implement equity incentive plans or employee stock ownership plans，Can be held in accordance with the regulations of the Securities Regulatory Authority of the State Council、Selling the company’s stocks or other equity securities。

Article 41 Securities Trading Places、Securities Company、Securities registration and clearing agency、Securities service institutions and their staff shall keep investors’ information confidential in accordance with the law，No illegal trading、Provide or disclose investor information。

Securities trading place、Securities Company、Securities registration and clearing agency、Securities service agencies and their staff shall not disclose known trade secrets。

Article 42 Securities service institutions and personnel who issue audit reports or legal opinions and other documents for securities issuance，During the underwriting period of the security and within six months after expiration，No buying or selling of this security。

Except for the provisions of the preceding paragraph，is the issuer and its controlling shareholder、actual controller，or acquirer、Securities service institutions and personnel who issue audit reports or legal opinions and other documents to major asset transactions，From the date of accepting the entrustment to five days after the above documents are made public，No buying or selling of this security。The date when the above-mentioned relevant work is actually carried out is earlier than the date when the entrustment is accepted，From the date when the above-mentioned relevant work is actually carried out to five days after the above-mentioned documents are made public，No buying or selling of this security。

Article 43: Charges for securities transactions must be reasonable，And disclose charging items、Charging Standards and Management Measures。

Article 44 Listed Companies、Shareholders holding more than 5% of the shares of companies whose stocks are traded on other national securities exchanges approved by the State Council、Director、Supervisor、Senior Management，Sell the company’s stocks or other equity securities it holds within six months after buying them，Or buy again within six months after selling，Proceeds from this belong to the company，The company’s board of directors should take back its earnings。But，Securities companies hold more than 5% of the shares by purchasing the remaining stocks after the package sale，Except for other circumstances specified by the Securities Regulatory Authority of the State Council。

Directors as mentioned in the preceding paragraph、Supervisor、Senior Management、Stocks or other equity securities held by natural person shareholders，Including spouse、Parents、Stocks or other equity securities held by children and held in other people’s accounts。

The company’s board of directors fails to comply with the provisions of paragraph 1，Shareholders have the right to request the board of directors to implement it within thirty days。The company’s board of directors failed to execute the instructions within the above period，Shareholders have the right to file lawsuits directly with the People’s Court in their own names for the benefit of the company。

The company’s board of directors fails to comply with the provisions of paragraph 1，Responsible directors bear joint and several liability in accordance with the law。

Article 45: Automatically generate or issue trading instructions through computer programs for programmed transactions，Should comply with the regulations of the Securities Regulatory Authority of the State Council，and report to the stock exchange，Must not affect the security of the stock exchange system or the normal trading order。

Section 2 Securities Listing

Article 46 Application for listing and trading of securities，Should apply to the stock exchange，Reviewed and approved by the stock exchange in accordance with the law，And the two parties signed a listing agreement。

The stock exchange arranges the listing and trading of government bonds according to the decision of the department authorized by the State Council。

Article 47 Application for securities listing and trading，Should comply with the listing conditions stipulated in the stock exchange listing rules。

Listing conditions stipulated in the stock exchange listing rules，The issuer’s operating years should be determined、Financial Status、Minimum public offering ratio and corporate governance、Requests for integrity records, etc.。

Article 48 Securities listed for trading，There are circumstances for termination of listing as stipulated by the stock exchange，The stock exchange terminated its listing and trading in accordance with business rules。

The stock exchange decides to terminate the listing and trading of securities，Should be announced in time，Also reported to the Securities Regulatory Authority of the State Council for filing。

Article 49: Disallowance of listing transactions on stock exchanges、Unsatisfied with the decision to terminate listing and trading，You can apply for review to the review agency established by the stock exchange。

Section 3 Prohibited Transactions

Article 50 It is prohibited for insiders of securities trading inside information and persons who illegally obtain inside information to use inside information to engage in securities trading activities。

Article 51: Insiders of securities trading insider information include:

(1) Issuer and its directors、Supervisor、Senior Management；

(2) Shareholders and directors holding more than 5% of the company’s shares、Supervisor、Senior Management，The actual controller of the company and its directors、Supervisor、Senior Management；

(3) Companies controlled or actually controlled by the issuer and their directors、Supervisor、Senior Management；

(4) Persons who can obtain relevant inside information of the company due to their positions in the company or business dealings with the company；

(5) Acquirers of listed companies or parties to major asset transactions and their controlling shareholders、actual controller、Director、Supervisors and senior managers；

(6) Due to official position、A securities trading place where you can obtain inside information through work、Securities Company、Securities registration and clearing agency、Relevant personnel of securities service institutions；

(7) Due to responsibilities、Staff of securities regulatory agencies whose work allows them to obtain inside information；

(8) Issuance of securities due to legal obligations、Transactions or acquisitions of listed companies、Relevant authorities that manage major asset transactions and can obtain inside information、Regulatory agency staff；

(9) Other persons who can obtain inside information as specified by the securities regulatory authority of the State Council。

Article 52: Securities trading activities，Involving the issuer’s operations、Financial or undisclosed information that has a material impact on the market price of the issuer’s securities，Inside information。

Article 80, Paragraph 2 of this Law、The major events listed in paragraph 2 of Article 81 are inside information。

Article 53 Insiders of securities trading inside information and persons who illegally obtain inside information，Before the inside information is made public，Not allowed to buy or sell the company’s securities，Or leak this information，Or recommend others to buy or sell this security。

Held or through agreement、Other natural persons who jointly hold more than 5% of the company's shares with others、Legal person、Unincorporated organization acquires shares of listed company，As otherwise provided for in this law，The regulations apply。

Insider trading behavior causing losses to investors，Should bear liability for compensation according to law。

Article 54 Prohibited securities trading venues、Securities Company、Securities registration and clearing agency、Employees of securities service institutions and other financial institutions、Staff of relevant regulatory authorities or industry associations，Using other undisclosed information other than inside information obtained conveniently due to the position，Violation of regulations，Engage in securities trading activities related to this information，or express、Implying that others are engaged in related trading activities。

Using undisclosed information to trade and causing losses to investors，Should bear liability for compensation according to law。

Article 55 It is prohibited for anyone to manipulate the securities market by the following means，Influence or intention to affect securities trading prices or securities trading volumes:

(1) Alone or through conspiracy，Advantage of concentrated funds、Share holding advantage or use of information advantage to jointly or continuously trade；

(2) Collusion with others，At the time agreed in advance、Price and method of securities trading with each other；

(3) Securities transactions between accounts actually controlled by oneself；

(4) Not for the purpose of transaction，Frequent or large number of declarations and cancellation；

(5) Using false or uncertain major information，Inducing investors into securities transactions；

(6) Securities、The issuer makes a public evaluation、Forecast or investment advice，And perform reverse securities transactions；

(7) Using activities in other related markets to manipulate the securities market；

(8) Other means of manipulating the securities market.

Manipulating the securities market causing losses to investors，Should bear liability for compensation according to law。

Article 56: Any unit or individual is prohibited from making up、Spreading false or misleading information，Disrupting the securities market。

Prohibited securities trading venues、Securities Company、Securities registration and clearing agency、Securities service institutions and their employees，Securities Association、Securities regulatory agencies and their staff，Making false statements or misleading information in securities trading activities。

All media disseminate securities market information bet365 casino blackjackmust be true、Objective，No misleading。The media and its staff engaged in reporting securities market information shall not engage in securities trading that conflicts with their job duties。

Made、Spreading false or misleading information，Disrupting the securities market，causing losses to investors，Should bear liability for compensation according to law。

Article 57 Securities companies and their employees are prohibited from engaging in the following behaviors that harm the interests of clients:

(1) Buying and selling securities for the client against his/her entrustment;

(2) Failure to provide transaction confirmation documents to customers within the specified time；

(3) Without the entrustment of the customer，Trading securities for clients without authorization，Or buy and sell securities under the guise of a customer；

(4) To earn commission income，Inducing customers into unnecessary securities buying and selling；

(5) Other expressions that violate the true intention of the customer，Behavior that harms the interests of customers。

Violating the provisions of the preceding paragraph and causing losses to customers，Should bear liability for compensation according to law。

Article 58: No unit or individual may violate regulations，Lend your own securities account or borrow someone else’s securities account to engage in securities transactions。

Article 59: Expand channels for funds to enter the market in accordance with the law，Prohibit illegal flow of funds into the stock market。

Investors are prohibited from illegally using fiscal funds、Bank credit funds for buying and selling securities。

Article 60: Wholly State-owned Enterprises、Wholly state-owned company、State-owned capital holding companies buy and sell listed stocks，Must comply with relevant national regulations。

Article 61 Securities Trading Places、Securities Company、Securities registration and clearing agency、Prohibited trading behaviors discovered in securities transactions by securities service institutions and their employees，Should be reported to the securities regulatory authority in a timely manner。

Chapter 4 Acquisition of Listed Companies

Article 62: Investors may adopt tender offer、Acquisition by agreement and other legal means of acquiring listed companies。

Article 63 Securities transactions through stock exchanges，Investors hold or through agreement、Other arrangements when jointly holding with others more than 5% of the issued voting shares of a listed company，Should be within three days from the date of occurrence，To the Securities Regulatory Authority of the State Council、The stock exchange makes a written report，Notify the listed company，And be announced，No further trading of stocks of the listed company is allowed within the above period，Except for circumstances specified by the securities regulatory authority of the State Council。

Investors hold or through agreement、Other arrangements after jointly holding with others more than 5% of the issued voting shares of a listed company，Every time the proportion of issued voting shares held by the listed company increases or decreases by 5%，Reports and announcements shall be made in accordance with the provisions of the preceding paragraph，Within three days from the date of occurrence of the fact to the announcement，No further trading of stocks of this listed company is allowed，Except for circumstances specified by the securities regulatory authority of the State Council。

Investors hold or through agreement、Other arrangements after jointly holding with others more than 5% of the issued voting shares of a listed company，For every one percent increase or decrease in the proportion of issued voting shares held by the listed company，The listed company should be notified on the next day after the fact occurs，And be announced。

Violation of paragraph 1、The second paragraph stipulates the purchase of voting shares of a listed company，Within thirty-six months of purchase，No voting rights may be exercised for shares exceeding the prescribed proportion。

Article 64 Announcements made in accordance with the provisions of the preceding article，Should include the following:

(1) Name and address of the shareholder;

(2) Name and amount of stocks held;

(3) The date when the shareholding reaches the legal proportion or the increase or decrease in shareholding reaches the legal proportion、Source of funds for increasing shareholding；

(4) Time and method of changes in shares with voting rights in listed companies。

Article 65 Securities transactions through stock exchanges，Investors hold or through agreement、Other arrangements when jointly holding 30% of the issued voting shares of a listed company with others，Continuing acquisition，An offer to acquire all or part of the shares of the listed company shall be issued to all shareholders of the listed company in accordance with the law。

The offer to acquire part of the shares of a listed company should be stipulated，The amount of shares promised to be sold by the shareholders of the acquired company exceeds the amount of shares scheduled to be acquired，The acquirer purchases proportionally。

Article 66: Issue an acquisition offer in accordance with the provisions of the preceding article，The acquirer must announce the acquisition report of the listed company，And specify the following matters:

(1) Name and address of the acquirer;

(2) The acquirer’s decision on the acquisition;

(3) Name of the acquired listed company;

(4) Purpose of acquisition;

(5) Detailed name of the shares to be acquired and the amount of shares scheduled to be acquired；

(6) Acquisition period and acquisition price;

(7) The amount of funds required for the acquisition and the funding guarantee;

(8) The ratio of the number of shares of the acquired company held to the total number of issued shares of the company when the listed company’s acquisition report is announced。

Article 67 The acquisition period agreed in the acquisition offer shall not be less than thirty days，Not more than sixty days。

Article 68 Within the commitment period determined in the acquisition offer，The acquirer shall not withdraw its acquisition offer。The acquirer needs to change the acquisition offer，Should be announced in time，Specify specific changes，And the following situations must not exist:

(1) Lower the acquisition price;

(2) Reduce the amount of shares scheduled to be acquired;

(3) Shorten the acquisition period;

(4) Other situations specified by the securities regulatory authority of the State Council。

Article 69: Various acquisition conditions proposed in the acquisition offer，Applies to all shareholders of the acquired company。

Listed companies issue different types of shares，The acquirer can propose different acquisition conditions for different types of shares。

Article 70: Tender offer，The acquirer is within the acquisition period，Not allowed to sell shares of the acquired company，You are also not allowed to buy the shares of the acquired company in any form other than those specified in the offer or beyond the conditions of the offer。

Article 71 Acquisition by Agreement，The acquirer can follow the law、In accordance with the provisions of administrative regulations, share transfers shall be carried out by agreement with the shareholders of the acquired company。

When acquiring a listed company by agreement，After reaching agreement，The acquirer must submit a written report of the acquisition agreement to the Securities Regulatory Authority of the State Council and the stock exchange within three days，And be announced。

The acquisition agreement shall not be performed before the announcement.

Article 72: Acquisition by agreement，Both parties to the agreement may temporarily entrust a securities registration and clearing agency to keep the stocks transferred under the agreement，And deposit the funds in the designated bank。

Article 73: Acquisition by agreement，Acquisition by the acquirer or through agreement、Other arrangements to jointly acquire 30% of the issued voting shares of a listed company with others，Continuing acquisition，An offer to acquire all or part of the shares of the listed company shall be issued to all shareholders of the listed company in accordance with the law。But，Except for those exempted from making an offer in accordance with the regulations of the Securities Regulatory Authority of the State Council。

The acquirer acquires the shares of a listed company by way of tender offer in accordance with the provisions of the preceding paragraph，Should comply with paragraph 2 of Article 65 of this Law、Provisions of Articles 66 to 70。

Article 74 Expiration of acquisition period，The equity distribution of the acquired company does not meet the listing and trading requirements stipulated by the stock exchange，The listed company’s stocks should be terminated from listing and trading by the stock exchange in accordance with the law；Remaining shareholders who still hold shares of the acquired company，The right to sell its shares to the acquirer on the same terms as the tender offer，The acquirer should acquire。

After the acquisition is completed，The acquired company no longer meets the conditions of a joint stock company，The corporate form should be changed in accordance with the law。

Article 75 During the acquisition of listed companies，The stocks of the acquired listed company held by the acquirer，Not transferable within 18 months after completion of acquisition。

Article 76 After the acquisition is completed，The merger of the acquirer and the acquired company，And dissolve the company，The original stocks of the dissolved company shall be replaced by the acquirer in accordance with the law。

After the acquisition is completed，The acquirer shall report the acquisition status to the securities regulatory authority of the State Council and the stock exchange within fifteen days，And be announced。

Article 77: The securities regulatory authority of the State Council formulates specific measures for the acquisition of listed companies in accordance with this law。

Listed companies are divided or merged by other companies，Should be reported to the securities regulatory authority of the State Council，And be announced。

Chapter 5 Information Disclosure

Article 78 Issuer and Law、Other information disclosure obligors stipulated by administrative regulations and the securities regulatory authority of the State Council，Should perform information disclosure obligations in a timely manner and in accordance with the law。

Information disclosed by the information disclosure obligor，Should be true、Accurate、Complete，Concise and clear，Easy to understand，No false records allowed、Misleading statements or material omissions。

Securities are publicly issued both domestically and overseas、Trade，Information disclosed overseas by its information disclosure obligor，Should be disclosed simultaneously within the country。

Article 79 Listed Companies、Company whose corporate bonds are listed and traded、Companies whose stocks are traded on other national securities exchanges approved by the State Council，Regular reports shall be prepared in accordance with the content and format prescribed by the securities regulatory authority of the State Council and securities trading venues，And submit and announce in accordance with the following regulations:

(1) Within four months from the end of each fiscal year，Submit and announce annual report，The annual financial accounting report shall be audited by an accounting firm that complies with the provisions of this Law；

(2) Within two months from the end of the first half of each fiscal year，Submit and announce interim report。

Article 80 Possible consequences for listed companies、Major events that have a greater impact on the stock trading prices of companies whose stocks are traded on other national securities exchanges approved by the State Council，When investors have not yet learned，The company shall immediately submit a temporary report on the major incident to the securities regulatory authority of the State Council and the securities trading venue，And be announced，Describe the cause of the incident、Current status and possible legal consequences。

The major events mentioned in the preceding paragraph include:

(1) Major changes in the company’s business policy and business scope；

(2) Major investment behaviors of the company，Company purchased within one year、Sale of major assets exceeding 30% of the company’s total assets，Or mortgage of the company’s main assets for business use、Pledge、Sell or scrap more than 30% of the asset at one time；

(3) The company enters into important contracts、Providing significant guarantees or engaging in related transactions，Possible assets to the company、Liabilities、Major impact on equity and operating results；

(4) The company incurs major debts and fails to pay off major debts that are due；

(5) The company suffers major losses or significant losses;

(6) Major changes in the external conditions of the company’s production and operations；

(7) Directors of the company、More than one-third of supervisors or managers have changed，The chairman or manager is unable to perform his duties；

(8) There is a major change in the situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company，There has been a major change in the actual controller of the company and other companies under his control that are engaged in the same or similar business as the company；

(9) The company distributes dividends、Plan to increase capital，Important changes in the company’s equity structure，Company capital reduction、Merge、Separation、Decision on dissolution and filing for bankruptcy，Or enter bankruptcy proceedings according to law、Ordered to close；

(10) Major litigation involving the company、Arbitration，Shareholders Meeting、The resolution of the board of directors has been revoked or declared invalid in accordance with the law；

(11) The company is suspected of committing a crime and is investigated according to law，The controlling shareholder of the company、actual controller、Director、Supervisor、Senior managers suspected of committing crimes and subject to compulsory measures in accordance with the law；

(12) Other matters specified by the securities regulatory authority of the State Council。

The company’s controlling shareholder or actual controller’s response to major events、Progress that has a greater impact，Should promptly notify the company in writing of the relevant circumstances that it is aware of，And cooperate with the company to fulfill its information disclosure obligations。

Article 81 The occurrence of major events that may have a greater impact on the trading price of listed corporate bonds，When investors have not yet learned，The company shall immediately submit a temporary report on the major incident to the securities regulatory authority of the State Council and the securities trading venue，And be announced，Describe the cause of the incident、Current status and possible legal consequences。

The major events mentioned in the preceding paragraph include:

(1) Major changes in the company’s equity structure or production and operation conditions；

(2) Changes in corporate bond credit ratings;

(3) Mortgage of major assets of the company、Pledge、For Sale、Transfer、Scrap；

(4) The company fails to pay off its due debts;

(5) The company’s new borrowings or external guarantees exceed 20% of its net assets at the end of the previous year；

(6) The company gives up its creditor's rights or the property exceeds 10% of the net assets at the end of the previous year；

(7) The company incurs a major loss exceeding 10% of its net assets at the end of the previous year；

(8) The company distributes dividends，Making capital reduction、Merge、Separation、Decision on dissolution and filing for bankruptcy，Or enter bankruptcy proceedings according to law、Ordered to close；

(9) Major litigation and arbitration involving the company;

(10) The company is suspected of committing a crime and is investigated according to law，The controlling shareholder of the company、actual controller、Director、Supervisor、Senior managers suspected of committing crimes and subject to compulsory measures in accordance with the law；

(11) Other matters specified by the securities regulatory authority of the State Council。

Article 82 Directors of the issuer、Senior managers shall sign written confirmation opinions on securities issuance bet365 casino live blackjackdocuments and periodic reports。

The issuer’s board of supervisors shall review the securities issuance bet365 casino live blackjackdocuments and periodic reports prepared by the board of directors and provide written review opinions。Supervisors shall sign a written confirmation。

Director of the issuer、Supervisors and senior managers should ensure that the issuer is timely、Fair disclosure of information，The information disclosed is true、Accurate、Complete。

Director、Supervisors and senior managers cannot guarantee the authenticity of the contents of securities issuance bet365 casino live blackjackdocuments and periodic reports、Accuracy、Integrity or objection，Should express opinions and state reasons in written confirmation，The issuer shall disclose。Not disclosed by the issuer，Director、Supervisors and senior managers can directly apply for disclosure。

Article 83: The information disclosed by the information disclosure obligor shall be disclosed to all investors at the same time，Must not be disclosed to any unit or individual in advance。But，Law、Except otherwise provided by administrative regulations。

No unit or individual may illegally require information disclosure obligors to provide information that needs to be disclosed in accordance with the law but has not yet been disclosed。The aforementioned information obtained by any unit or individual in advance，Should be kept confidential until disclosed in accordance with the law。

Article 84 Except for information that needs to be disclosed in accordance with the law，Information disclosure obligors may voluntarily disclose information relevant to investors’ value judgments and investment decisions，But it must not conflict with the information disclosed in accordance with the law，Do not mislead investors。

Issuer and its controlling shareholders、actual controller、Director、Supervisor、Senior managers, etc. make public commitments，Should be disclosed。Failure to fulfill commitments causing losses to investors，Should bear liability for compensation according to law。

Article 85: The person with information disclosure obligations fails to disclose information in accordance with regulations，Or announced securities issuance documents、Periodic Report、There are false records in interim reports and other information disclosure materials、Misleading statements or material omissions，Causing investors to suffer losses in securities transactions，The person with the information disclosure obligation shall bear the liability for compensation；The issuer’s controlling shareholder、actual controller、Director、Supervisor、Senior managers and other directly responsible personnel and sponsors、The underwriting securities company and its directly responsible personnel，Should be jointly and severally liable with the issuer，Except those who can prove that they are not at fault。

Article 86 Information disclosed in accordance with the law，Should be published on the website of the securities trading place and media that meets the conditions specified by the securities regulatory authority of the State Council，Also place it at the company’s residence、Securities trading place，For public inspection。

Article 87: The securities regulatory authority of the State Council shall supervise and manage the information disclosure behavior of information disclosure obligors。

Securities trading venues should supervise the information disclosure behavior of the information disclosure obligors of the securities they organize to trade，Urge them to comply with the law in a timely manner、Accurately disclose information。

Chapter 6 Investor Protection

Article 88 Securities companies sell securities to investors、When providing services，The basic situation of investors should be fully understood in accordance with regulations、Property Status、Financial asset status、Investment knowledge and experience、Professional abilities and other related information；Truthfully describe securities、Important content of the service，Full disclosure of investment risks；Sales、Provide securities that match investors’ above profile、Service。

When investors purchase securities or receive services，The true information listed in the preceding paragraph shall be provided in accordance with the express requirements of the securities company。Refuse to provide or fail to provide information as required，Securities companies should inform them of the consequences，And refuse to sell securities to it in accordance with regulations、Provide services。

A securities company’s violation of the provisions of paragraph 1 causing losses to investors，Should bear corresponding liability for compensation。

Article 89 Based on property status、Financial asset status、Investment knowledge and experience、Professional abilities and other factors，Investors can be divided into ordinary investors and professional investors。The standards for professional investors are stipulated by the securities regulatory authority of the State Council。

Disputes between ordinary investors and securities companies，Securities companies should prove that their actions comply with the law、Administrative regulations and regulations of the Securities Regulatory Authority of the State Council，No misleading、Fraud and other situations。The securities company cannot prove it，Should bear corresponding liability for compensation。

Article 90 Board of Directors of Listed Companies、Independent Director、Shareholders holding more than 1% of the voting shares or in accordance with the law、Investor protection agency established by administrative regulations or the provisions of the securities regulatory authority of the State Council (hereinafter referred to as the investor protection agency)，Can be used as a solicitor，Self-owned or entrusted securities company、Securities Service Agency，Publicly request shareholders of listed companies to entrust them to attend the general meeting of shareholders on their behalf，And exercise the right to propose on your behalf、Voting rights and other shareholder rights。

Collecting shareholder rights in accordance with the provisions of the preceding paragraph，The solicitor shall disclose the solicitation documents，Listed companies should cooperate。

It is prohibited to publicly solicit shareholder rights in a paid or disguised form。

Public solicitation of shareholder rights is against the law、Administrative regulations or relevant provisions of the Securities Regulatory Authority of the State Council，Causing losses to the listed company or its shareholders，Should bear liability for compensation according to law。

Article 91: Listed companies shall specify in their articles of association the specific arrangements and decision-making procedures for the distribution of cash dividends，Protect shareholders’ asset income rights according to law。

Profit after tax of listed companies for the year，There is a surplus after making up for losses and withdrawing statutory provident funds，Cash dividends shall be distributed in accordance with the provisions of the company's articles of association。

Article 92 Public issuance of corporate bonds，A bondholders meeting should be established，The procedures for convening the bondholders’ meeting shall be stated in the prospectus、Meeting rules and other important matters。

publicly issued corporate bonds，The issuer should hire a bond trustee for bondholders，And enter into a bond trustee management agreement。The trustee shall be the underwriting agency of this issuance or other agency recognized by the securities regulatory authority of the State Council，The bondholders meeting may decide to change the bond trustee。Bond trustees shall be diligent and responsible，Perform fiduciary management duties fairly，No harm to the interests of bondholders。

The bond issuer fails to pay the principal and interest of the bond on time，The bond trustee can accept the entrustment of all or part of the bondholders，Filed in his own name on behalf of the bondholders、Participate in civil litigation or liquidation proceedings。

Article 93: The issuer issues due to fraud、False statements or other major illegal acts causing losses to investors，The issuer’s controlling shareholder、actual controller、Relevant securities companies can entrust investor protection agencies，Reach an agreement with investors who suffered losses on compensation，Compensation will be paid in advance。Pay first and then，Can recover compensation from the issuer and other jointly and severally liable persons in accordance with the law。

Article 94 Investors and Issuers、Disputes involving securities companies, etc.，Both parties can apply for mediation to the investor protection agency。Securities business disputes between ordinary investors and securities companies，Ordinary investors requesting mediation，Securities companies shall not refuse。

Investor protection agencies respond to behaviors that harm the interests of investors，Investors can be supported in filing lawsuits in the People’s Court according to law。

Director of the issuer、Supervisor、Senior managers violate laws while performing company duties、Administrative regulations or company articles of association cause losses to the company，The issuer’s controlling shareholder、The actual controller has violated the company’s legitimate rights and interests and caused losses to the company，Investor protection agency holds shares of the company，You can file a lawsuit with the People's Court in your own name for the benefit of the company，Shareholding ratio and shareholding period are not restricted by the Company Law of the People's Republic of China。

Article 95 When investors initiate securities civil compensation lawsuits such as false statements，The subject matter of the lawsuit is the same category，And one party has a large number of people，Representatives can be selected to litigate according to law。

For lawsuits filed in accordance with the provisions of the preceding paragraph，There may be many other investors with the same claims，The People’s Court may issue an announcement，Describe the circumstances of the lawsuit，Inform investors to register with the People’s Court within a certain period。Judgment made by the People’s Court、Ruling，Effective for registered investors。

Investor protection agency is entrusted by more than fifty investors，Can participate in litigation as a representative，And the obligee confirmed by the securities registration and clearing agency shall register with the People's Court in accordance with the provisions of the preceding paragraph，Except for investors who expressly express their unwillingness to participate in the lawsuit。

Chapter 7 Securities Trading Places

Article 96 Stock Exchange、Other national securities trading venues approved by the State Council provide venues and facilities for centralized securities trading，Organize and supervise securities transactions，Implement self-discipline management，Register according to law，Obtained legal person qualification。

Stock Exchange、The establishment of other national securities trading venues approved by the State Council、Change and dissolution shall be decided by the State Council。

Other national securities trading venues approved by the State Council、Management measures, etc.，Stipulated by the State Council。

Article 97 Stock Exchange、Other national securities trading venues approved by the State Council can be based on securities types、Industry Characteristics、Establish different market levels based on company size and other factors。

Article 98: The regional equity market established in accordance with the provisions of the State Council is for the issuance of non-public securities、Transfer of premises and facilities，Specific management measures shall be stipulated by the State Council。

Article 99: Stock exchanges perform self-regulatory functions，The principle of giving priority to social and public interests must be observed，Maintain market fairness、Orderly、Transparent。

The establishment of a stock exchange requires the formulation of articles of association。Formulation and modification of the charter of the stock exchange，Must be approved by the Securities Regulatory Authority of the State Council。

Article 100: Stock exchanges must indicate the word "stock exchange" in their names。No other unit or individual may use the stock exchange or similar names。

Article 101 Various fee income that stock exchanges can control at their own discretion，Should first be used to ensure the normal operation of its securities trading venues and facilities and gradually improve them。

The property accumulation of a stock exchange that implements a membership system belongs to the members，The rights and interests are shared by members，During its existence，Shall not distribute their property accumulation to members。

Article 102: A stock exchange that implements a membership system shall establish a board of directors、Supervisory Board。

The stock exchange has one general manager，Appointed and removed by the Securities Regulatory Authority of the State Council。

Article 103: There are circumstances stipulated in Article 146 of the Company Law of the People's Republic of China or one of the following circumstances，Not allowed to be the person in charge of a stock exchange:

(1) Securities trading venues that have been dismissed from their posts due to illegal or disciplinary violations、The person in charge of the securities registration and clearing institution or the director of the securities company、Supervisor、Senior Management，Not more than five years since the date of dismissal；

(2) Lawyers whose practicing certificates have been revoked or disqualified due to illegal acts or disciplinary violations、CPA or other professionals from securities service institutions，Not more than five years since the date when the practicing certificate was revoked or disqualified。

Article 104: Expelled from securities trading venues due to illegal or disciplinary violations、Securities Company、Securities registration and clearing agency、Employees of securities service institutions and dismissed state agency staff，Not allowed to be recruited as employees of stock exchanges。

Article 105: Entering a member-based stock exchange to participate in centralized trading，Must be a member of the stock exchange。The stock exchange shall not allow non-members to directly participate in concentrated trading of stocks。

Article 106: Investors shall sign a securities trading entrustment agreement with a securities company，And open a real-name account at a securities company，In writing、Telephone、Self-service terminal、Network and other methods，Entrust the securities company to buy and sell securities on its behalf。

Article 107: Securities companies open accounts for investors，The identity information provided by investors should be verified in accordance with regulations。

Securities companies are not allowed to provide investors’ accounts to others。

Investors should use accounts opened under their real names for transactions.

Article 108: Securities companies act on the entrustment of investors，File a transaction declaration in accordance with the securities trading rules，Participate in centralized trading on the stock exchange，And assume corresponding bet365 live casino reviewclearing and settlement responsibilities based on the transaction results。The securities registration and clearing agency based on the transaction results，According to clearing and settlement rules，Conduct clearing and settlement of securities and funds with securities companies，And handle securities registration and transfer procedures for securities company customers。

Article 109: Stock exchanges shall provide guarantees for organizing fair centralized transactions，Real-time announcement of real-time securities trading prices，And create a securities market quotation table based on the trading day，Announced。

The rights and interests of real-time securities trading quotations are enjoyed by the stock exchange in accordance with the law。Not licensed by the stock exchange，No unit or individual may publish real-time securities trading quotes。

Article 110: Listed companies may apply to the stock exchange for the suspension or resumption of trading of their listed stocks，However, suspension or resumption of trading shall not be abused to damage the legitimate rights and interests of investors。

The stock exchange can follow the provisions of business rules，Deciding on the suspension or resumption of trading of listed stocks。

Article 111 Due to force majeure、Unexpected event、Major technical failure、When emergencies such as major human errors affect the normal progress of securities transactions，To maintain the normal order of securities transactions and market fairness，The stock exchange may adopt a technical suspension in accordance with business rules、Temporary market suspension and other disposal measures，And shall report to the securities regulatory authority of the State Council in a timely manner。

Major abnormalities in securities trading results due to emergencies stipulated in the preceding paragraph，Settlement based on transaction results will have a significant impact on the normal order of securities transactions and market fairness，The stock exchange may cancel the transaction in accordance with business rules、Notify the securities registration and clearing agency to suspend settlement and other measures，And shall promptly report and announce to the securities regulatory authority of the State Council。

Loss caused by the stock exchange’s measures taken in accordance with the provisions of this article，Does not bear civil liability for compensation，Except for those with serious fault。

Article 112: Stock exchanges implement real-time monitoring of securities transactions，And in accordance with the requirements of the Securities Regulatory Authority of the State Council，Report unusual trading conditions。

Stock exchange as needed，Investors in securities accounts with major abnormal transactions can be restricted from trading in accordance with business rules，And report to the securities regulatory authority of the State Council in a timely manner。

Article 113: Stock exchanges shall strengthen risk monitoring of securities transactions，Major abnormal fluctuations，The stock exchange can restrict transactions in accordance with business rules、Compulsory suspension and other disposal measures，And report to the securities regulatory authority of the State Council；Severely affecting the stability of the securities market，The stock exchange may take disposal measures such as temporary suspension of the market and make announcements in accordance with business rules。

Loss caused by the stock exchange’s measures taken in accordance with the provisions of this article，Does not bear civil liability for compensation，Except for those with serious fault。

Article 114: Transaction fees and membership fees that stock exchanges should collect from them、Withdraw a certain percentage of the seat fee to establish a risk fund。The venture fund is managed by the Board of Governors of the Stock Exchange。

The specific proportion and usage method of risk fund withdrawal，Stipulated by the securities regulatory authority of the State Council in conjunction with the financial department of the State Council。

The stock exchange shall deposit the risk funds collected into the special account of the bank where the account is opened，No unauthorized use。

Article 115: Stock exchanges shall comply with the law、Administrative regulations and regulations of the Securities Regulatory Authority of the State Council，Develop listing rules、Trading Rules、Member management rules and other related business rules，Submitted to the Securities Regulatory Authority of the State Council for approval。

Engaged in securities trading on the stock exchange，Should abide by the business rules formulated by the stock exchange in accordance with the law。Violating business rules，Disciplinary sanctions or other self-regulatory measures taken by the stock exchange。

Article 116: When the person in charge of the stock exchange and other employees perform duties related to securities transactions，Having an interest in him or his relatives，Should be avoided。

Article 117 Transactions conducted in accordance with transaction rules formulated in accordance with the law，Must not change its transaction results，Except as provided for in paragraph 2 of Article 111 of this Law。The civil liability of illegal traders in transactions shall not be exempted；Profits obtained from illegal transactions，Processed in accordance with relevant regulations。