证券交易所管理办法（二）

Article 51 A stock exchange should formulate specific listing rules pursuant to the provisions of relevant laws and administrative regulations. Their contents shall include：

（1）terms and procedures of application and approval of securities listing as well as the contents and format of the listing agreement；

（2）the contents and format of the listing announcement；

（3）the qualification， responsibilities and obligations of the person who recommends the listing；

（4）the mode of collection and rates of the listing fees and other related charges；

（5）provisions on the handling of acts in violation of the listing rules； and

（6）other matters that require to be stipulated in the listing rules.

Article 52 A stock exchange should conclude a listing agreement with the listed companies determining the mutual relations of rights and obligations. The contents and format of the listing agreement should conform to the provisions of relevant state laws， regulations， rules and policies and be submitted to CSSCC for the record.

The contents and format of listing agreements signed between an exchange and all listed companies should be consistent； in the event of actual requirement for the signing of special articles or clauses with certain listed companies， it should be submitted to CSSCC for approval.

The listing agreement should contain the following contents：

（1）items and amount of listing fees；

（2）technical services provided by the stock exchange for the issuance and listing of the securities of a company；

（3）to ask the companies to designate full-time persons to be responsible for the securities matters；

（4）specific provisions on the reporting procedures and replies to the queries of the exchange of the regular report and interim report of the listed companies；

（5）matters relating to stoppage of stock listing；

（6）handling of breach of the listing agreement by parties to the agreement；

（7）arbitration clauses； and

（8）other contents the stock exchange deems necessary to be clearly defined in the listing agreement.

Article 53 A stock exchange should establish the system of persons who recommend the listing to guarantee that the listed companies conform to the listing requirements， and the persons who recommend the listing shall guide the listed companies in fulfilling relevant obligations after listing.

A stock exchange should oversee the person who recommends the listing in the conscientious fulfilment of the relevant responsibilities prescribed in the business rules. When the person who recommends the listing fails to fulfil the responsibilities in accordance with the provisions， a stock exchange has the power to impose sanctions on the person who recommends the listing in accordance with the provisions of the business rules.

Article 54 A stock exchange should， in accordance with the uniformly determined format of CSSCC and the relevant business rules of the stock exchange， revivify the shares rationing prospectus， the listing announcement and other open prospectus directly related to fund-raising and securities listing of the listed companies and supervise the listed companies in their publication in time. The stock exchange may ask the listed companies or the persons who recommend the listing to make supplementary explanations on the aforesaid documents and publish the same.

Article 55 A stock exchange should urge the listed companies to compile and publish an annual report and a mid-term report in accordance with the time limit set for the reports and the uniform format determined by CSSCC and carry out inspection after their publication， and deal with the problems uncovered in time in accordance with the relevant provisions. The stock exchange should， within 20 working days after the conclusion of the period of reporting， submit are port on the inspection to CSSCC.

Article 56 Stock exchanges should examine and verify the interim reports compiled by the listed companies. When the contents of the interim reports involve matters that require the completion of the procedures of examination and approval prescribed in the Company Law， state securities regulations and the articles of as sociaiton of the companies， or involve matters that should be submitted to the Securities Commission and CSSCC for approval， the stock exchanges should grant their approval for publication only upon confirmation of the completion of the prescribed formalities of examination and approval.

Article 57 In the event of occurence of any of the following circumstances， a stock exchange should suspend the stock trading of the listed company and ask the listed company to publish the relevant information forthwith：

（1）occurence of abnormal fluctuations in the stock trading of the said company；

（2）open offer issued by investors for the buying of the stocks of the said company；

（3）application by the listed company for the suspension of listing pursuant to the listing agreement；

（4）when the CSSCC makes a decision on the suspension of stock trading according to law； and

（5）when a stock exchange deems it necessary.

Article 58 A stock exchange should establish an archive of the holdings of shareholders of the listed companies and compile immediate statistics and oversee the changes in holdings in the process of trading by shareholders of the listed companies pursuant to the restrictive provisions on the amount of holdings by shareholders and their acts of buying and selling pursuant to relevant state laws， regulations， rules and policies. When a shareholder of a listed company has information disclosure obligation for changes in the amount of holdings， the stock exchange should restrict his/her continued trading in the said stock prior to the information disclosure， urge him/her to fulfil the information disclosure obligation and submit a report CSSCC forthwith.

Article 59 A stock exchange should take necessary technical measures to effect a differentiation between the shares not yet listed for circulation and those shares already listed for circulation. Shares not yet listed for circulation must not enter into the trading system without the approval of the Securities Commission.

Article 60 Stock exchanges should adopt necessary measures to ensure that directors， commissioners and managers of listed companies shall not sell the shares of the companies held by them.

Article 61 Listed companies should establish statistical information systems and submit and publish relevant statistical information in time pursuant to the requirements of the stock exchanges.

Article 62 A stock exchange may handle the case pursuant to the provisions of the listing agreement and may put forth suggestions on penalty for acts in violation of securities regulations to be submitted to CSSCC for the imposition of penalty on the list company for its act of failing to fulfil the information disclosure obligation.

Article 63 Stock exchanges should exercise supervision and control over the issuers of other listed securities with reference to the relevant provisions of this Chapter.

Chapter VIII Stock Registration Settlement Agencies

Article 64 A stock exchange should establish a stock registration settlement agency to provide centralized services for registration， deposit safekeeping， settlement and payment acceptance.

Article 65 The registered capital of a stock registration settlement agency shall not be less than RMB 100 million Yuan.

Article 66 Stock registration settlement agencies should provide secure， fair and efficient services and accept the supervision of the stock exchanges over their business activities.

Article 67 The business scope and functions of a stock registration settlement agency include：

（1）stock ownership registration；

（2）establishment of the register of securities holders and securities accounts；

（3）deposit safekeeping and transfer of registered securities；

（4）settlement and payment acceptance after transactions of all listed varieties of the stock exchange；

（5）agency for the payment of securities principal and interests or distribution of rights and interests and other agency services；

（6）safekeeping of securities in kind；

（7）consultancy， training and other services related to the above-mentioned businesses； and

（8）other businesses approved by CSSCC.

Article 68 A stock registration settlement agency should， within the scope of its functions， formulate and revise the articles of association and business rules which shall enter into force upon approval of CSSCC.

The appointment and relief of the posts of the general manager and deputy general manager（s） of a stock registration settlement agency shall be submitted to CSSCC for approval.

Article 69 A stock registration settlement agency should establish a centralized services system for the registration， deposit safekeeping， settlement and payment acceptance for the transactions of listed securities of the stock exchange（hereinafter referred to as the settlement system）with necessary computer and communications equipment and complete data security protection and reserve data measures to ensure the security of the information on stock registration， deposit safekeeping， settlement and payment acceptance and the computer and communications systems.

Article 70 A stock registration settlement agency may， through the form of conclusion of an agreement， entrust other stock registration settlement agencies as agents of part of the services of registration， deposit safekeeping， settlement and payment acceptance of the listed securities.

Article 71 A stock registration settlement agency should conclude a business agreement with the stock exchange and submit the same to CSSCC for the record.

Article 72 The settlement position and settlement clearing reserve funds paid and deposited by members of a stock exchange for participating in transactions in the trading market of the stock exchange should be kept as special-purpose deposits by the stock registration settlement agency. The stock registration settlement agency should clearly define the uses and rates of collection of the aforesaid funds in its business rules， and exercise stringent control over the aforesaid funds， strictly forbid overdraft and must not use them for other purposes.

A stock registration settlement agency should establish a settlement system risk assurance fund and establish a complete risk control system to guarantee continuity and safety of securities trading and settlement payment acceptance. Clear-cut provisions shall be worked out in the business rules of the stock registration settlement agency on the composition and principle in the use of the settlement system risk assurance fund.

Article 73 A stock registration settlement agency should， pursuant to the service contract concluded with the securities issuers， provide the securities issuers with a register of the securities holders and other relevant information at regular or irregular intervals. The securities holders' register provided by a stock registration settlement agency constitutes the valid voucher proving the rights and interests of the securities holders under conditions of paperless issuance and transactions. The stock registration settlement agency should ensure the legitimacy， truthfulness and integrity of the securities holders' register. No agency or individual shall forge， alter， damage or destroy the securities holders' register and other relevant information.

Article 74 A stock registration settlement agency have the right to refuse any unit or individual in making inquiries about the securities holders' register and its relevant information. However， the following circumstances are exceptions：

（1）inquiry by the securities holder himself/herself or by a trustee entrusted through notarization；

（2）provision of the securities holders' register and other relevant information for the securities issuers pursuant to Article 73 of these Measures； and

（3）inquiries and evidence gathering by CSSCC and its authorized departments， people's courts， people's procuratorates and other state organs pursuant to the provisions and procedures of laws and regulations.

Article 75 A stock registration settlement agency should， pursuant to the provisions of CSSCC， establish and perfect internal administrative rules and working procedures on business， finance and security precaution etc. and submit the same to CSSCC for the record.

A stock registration settlement agency should appropriately keep the original vouchers which come into being insecurities registration， deposit and safekeeping， settlement and payment acceptance businesses， determine the duration of safekeeping in accordance with the requirements and submit it to CSSCC for approval. The duration of safekeeping for important documents should not be less than 20 years. Accounting vouchers and statements shall be handled pursuant to the provisions of the department of finance.

Article 76 Implementation of the employment qualifications for the administrators and staff members of stock registration settlement agencies shall be effected with reference to the provisions of Article 28 of these Measures.

Article 77 A stock registration settlement agency should， in going through the formalities of application for suspension of business and dissolution according to legal procedures， submit the same to CSSCC for the record.

Chapter IX Administration and Supervision

Article 78 No stock exchange shall transfer in any form its permits for establishment and business obtained pursuant to these Measures.

Article 79 High-ranking managerial personnel of a stock exchange or stock registration settlement agency shall have the obligation of honesty and good faith towards the agency in which he/she is employed.

When the general manager of a stock exchange or stock registration settlement agency leaves the post， the board of directors of the exchange should employ the local audit bureau or an accounting firm with qualifications in securities-related business to conduct audit of the departure of the general manager from the office. The audit agency employed by the exchange shall be submitted to CSSCC for confirmation.

Article 80 No general manager or deputy general manager（s） of a stock exchange or securities registration settlement agency shall serve concurrently in another position in any profit-making organization， society or agency. Non-member directors and other staff members of a stock exchange must not in any form serve concurrently in another position in a member company of the stock exchange.

Article 81 The high-ranking managerial personnel and other staff members of stock exchanges and stock registration settlement agencies must not in any form divulge or exploit inside information and must not in any form gain benefits from members or listed companies of stock exchanges.

Article 82 The high-ranking managerial personnel and other staff members of stock exchanges and stock registration settlement agencies should practise avoidance in encountering circumstances involving their own interests or those of their relatives in the performance of duties and responsibilities. Specific avoidance matters shall be stipulated in their articles of association and business rules.

Article 83 All kinds of funds and fees received and collected by stock exchanges and stock registration settlement agencies should be used in strict accordance with the prescribed uses， shall be administered with the formulation of special rules for administration and must not be used for other purposes.

Surpluses of revenues and expenditures of stock exchanges must not be distributed to members.

The rates and modes of collection of the a fore-said fees should be submitted to the competent departments of fee collection for the record.

Article 84 Stock exchanges and stock registration settlement agencies should fulfil the following reporting obligations：

（1）to submit a financial report audited by an accounting firm with qualifications for securities operations to CSSCC within three months after the end of every fiscal year.

（2）to submit a quarterly work report and an annual work report on the status of business and the status of implementation of relevant state laws， regulations， rules and policies to CSSCC within 15 days after the end of every quarter and within 30 days after the end of every year. A copy of the annual work report shall be submitted to the people's government of the locality wherein the stock exchange is located.

（3）matters to be reported pursuant to the provisions of other relevant state laws， regulations， rules， policies and other articles of these Measures.

（4）other matters to be reported pursuant to the requirements of CSSCC.

Article 85 In the event of major matters， a stock exchange should submit a report to CSSCC at any time.

The major matters referred to in the preceding paragraph include；

（1）uncovering of the existence or possible existence of acts in serious violation of relevant state laws， regulations， rules and policies by members， the listed companies， securities investors of the stock registration settlement agency or the stock exchange and staff members of the stock exchange；

（2）uncovering in the securities market of the existence of potential risks of occurence of acts in serious violation of relevant state laws， regulations， rules and policies；

（3）occurence in the securities market of matters without clear-cut provisions in relevant state laws， regulations， rules and policies which however will produce major impacts on the securities market；

（4）matters that require the stock exchange to make major decisions in the process of implementation of relevant state laws， regulations， rules and policies；

（5）other matters the stock exchange deems it necessary to report； and

（6）other matters prescribed by CSSCC.

Article 86 In the event of the following matters， a stock exchange should submit a report to CSSCC at any time， simultaneously submit a copy of the report to the people's government of the locality wherein the stock exchange is located， and inform the members of the exchange and securities investors in an appropriate way：

（1）occurence of circumstances affecting the safe operations of the stock exchange； and

（2）suspension of market in the stock exchange due to force majeure or adoption of technical measures for the suspension of market for the maintenance of normal securities trading order.

Article 87 Stock exchanges and stock registration settlement agencies should， in accordance with the requirements of CSSCC， provide securities market information， business documents and other relevant data and materials to CSSCC.

Article 88 CSSCC has the power to ask stock exchanges to provide materials relating to their members and listed companies.

Article 89 CSSCC has the power to ask stock exchanges and stock registration settlement agencies to revise their articles of association and business rules.

Article 90 CSSCC has the power to dispatch personnel to oversee and inspect the business， financial status of the stock exchanges and stock registration settlement agencies， or investigate other relevant matters.

The above-mentioned inspectors should produce their legal identification papers in the performance of inspection missions.

Article 91 When a stock exchange or a stock registration settlement agency is involved in a litigation， the high-ranking managerial personnel of the aforesaid agency are involved in the litigation due to performance of duties and responsibilities or should be subjected to sanctions of dismissal from office pursuant to relevant state laws， regulations and rules， the stock exchange should submit a report to CSSCC in time.

Chapter X Penalty Provisions

Article 92 Any stock exchange that engages in businesses irrelevant to its functions in violation of the provisions of Article 12 of these Measures shall be ordered by CSSCC to make a rectification within the specified time period； where a crime has been constituted， the judicial organ shall investigate its criminal liability according to law.

Article 93 Any stock exchange that violates the provisions of Articles 13 and 14 of these Measures shall be ordered by CSSCC to suspend the trading of the said trading varieties and the person-in-charge involved of the exchange shall be imposed disciplinary sanctions.

Article 94 Any stock exchange that fails to fulfil its duties and responsibilities in the work of supervision and administration in violation of the provisions of these Measures， or fails to perform the relevant reporting obligations prescribed in these Measures shall be ordered by CSSCC to make a rectification within the specified time period and given criticism in a circular.

In the event of serious consequences affecting the normal conduct of securities trading activities， CSSCC has the power to order the stock exchange to suspend its operations for consolidation within the specified time period and submit a report to the Securities Commission for the record.

Article 95 Any stock registration settlement agency that violates the provisions of these Measures， CSSCC may order the stock exchange to impose a penalty on the stock registration settlement agency according to the business agreement concluded between the stock exchange and the stock registration settlement agency， or CSSCC shall impose a penalty pursuant to relevant state provisions.

Article 96 In the event of existence of the following circumstances in any stock exchange， CSSCC shall impose such administrative sanctions as administering a warning， recording a demerit， recording a serious mistake or dismissal from office， and order the stock exchange to impose disciplinary sanctions on the persons-in-charge of the business departments concerned； where serious consequences have been caused， CSSCC shall handle the case pursuant to the provisions of Article 29 of these Measures； where a crime has been constituted， the judicial organ shall investigate the persons concerned responsible of their criminal liability according to law：

（1）failure to transmit or implement relevant state laws， regulations， rules， policies and the rules， measures and provisions promulgated by the Securities Commission and CSSCC；

（2）irresponsibility in work and disorder in administration resulting in non-perfection and non-implementation of relevant business rules and operational procedures；

（3）non-acceptance of and non-cooperation with the work of supervision and inspection by CSSCC； no attachment of importance to， no submission of report and no resolution in time of major hidden perils and loopholes；

（4）failure to take effective measures to stop the acts in violation of regulations that have occurred in the stock exchange or ineffectiveness in investigation and handling.

Article 97 Any staff member in a stock exchange bears the responsibility to refuse to implement the tasks assigned by any person which are in violation of relevant state laws， regulations， rules， policies and relevant provisions of the stock exchange， and bears the responsibility to report the specific information to the leadership at the next higher level and CSSCC. Whoever fails to refuse to implement the above-mentioned tasks， or whoever fails to report despite refusal to implement shall bear corresponding responsibilities.

Article 98 For members or listed companies of a stock exchange that violate the provisions of relevant state laws， regulations， rules， policies and the articles of association and business rules of the stock exchange and the stock exchange fails to perform the prescribed responsibilities of supervision and administration， CSSCC has the power to investigate the responsibilities of the stock exchange， high-ranking managerial personnel and the person directly responsible of the stock exchange.

Article 99 A stock exchange should， within the scope of its functions and responsibilities， report to CSSCC in time the information on its members， listed companies and other personnel that violate relevant state laws， regulations， rules and policies； for penalties the imposition of which by the stock exchange has been authorized by relevant state laws， regulations and rules， or penalties the imposition of which may be effected by the stock exchange pursuant to the articles of association and business rules of the stock exchange and the listing agreements， the stock exchange has the power to impose penalties pursuant to relevant provisions and submit the same to CSSCC for the record； for penalties to be imposed by CSSCC prescribed by relevant state laws， regulations and rules， the stock exchange may put forth suggestions on penalties to CSSCC.

CSSCC may ask a stock exchange to impose penalties on its members and the listed companies.

Article 100 Any stock exchange or any member or listed company of a stock exchange that violates the provisions of these Measures， the person directly responsible and the person who has relations of direct interest with the person directly responsible thus forming illegal gains or avoidance of losses， shall be confiscated by CSSCC and concurrently imposed a fine of 100% to three times of the amount of illegal gains or avoidance of losses.

Chapter XI Supplementary Provisions

Article 101 The meaning of the following terms in these Measures：

（1）“listing” means the listing for trading of the securities in a stock exchange by a securities issuer upon approval.

（2）“listing announcement” means the information disclosure document released to the public of society by a listed company in designated newspapers and periodicals on matters relating to the company and securities listing prior to the listing of its securities pursuant to relevant state laws， regulations， rules， policies and requirements of the business rules of the stock exchange.

（3）“listing fee” means the fees paid by a securities issuer to a stock exchange for the listing of its securities pursuant to the business rules of the stock exchange.

（4）“a person who recommends the listing” means an official member of a stock exchange confirmed by the stock exchange who assists a securities issuer in applying for the listing of its securities.

（5）“seating fee” means the fee paid by a member of a stock exchange to the stock exchange for the use of a trading seat pursuant to the articles of association and business rules of the stock exchange.

（6）“stock exchange high-ranking managerial personnel” means the directors， general manager， deputy general manager（s） and members of all specialized committees of a stock exchange.

（7）“a stock registration settlement agency” means a securities intermediary service agency established by a stock exchange not for profit that provides centralized registration， deposit safekeeping， settlement and payment acceptance services for securities issuance and securities trading activities in the stock exchange.

The meaning of the terms not defined in these Measures shall be determined pursuant to the definitions in other relevant state laws， regulations， rules and policies.

Article 102 The Securities Commission shall be responsible for the interpretation of these Measures.

Article 103 These Measures shall enter into force as of the date of promulgation. Measures for the Administration of Stock Exchanges promulgated by the Securities Commission on August 21， 1996 is simultaneously superseded.