股票发行与交易管理暂行条例（一）

股票发行与交易管理暂行条例
PROVISIONAL REGULATIONS ON THE ADMINISTRATION OF SHARE ISSUANCE AND TRADING

国务院令第112号
（Promulgated by Decree No. 112 of the State Council of the People's Republic of China on April 22， 1993 and effective as of the same date）
颁布日期：19930422 　实施日期：19930422 　颁布单位：国务院证券委

Chapter I General Provisions

Article 1 These Regulations have been formulated in order to suit the needs of the development of the socialist market economy， to establish and develop a uniform and efficient national share market， to protect the lawful interests of investors and the public interest of the society at large and to promote the development of the national economy.

Article 2 All issuance or trading of shares and related activities within the territory of the People's Republic of China must abide by these Regulations.

The provisions of these Regulations concerning shares shall apply to securities that have the nature or function of shares.

Article 3 The issuance and trading of shares shall comply with the principles of openness， fairness， and credit-worthiness.

Article 4 Shares shall be issued and traded so as to preserve the leading position of socialist public ownership and so as not to endanger state-owned assets.

Article 5 The State Council Securities Commission （hereinafter referred to as “SCSC”） shall be the agency in charge of the national securities market and shall be responsible for the unified administration of securities markets throughout China in accordance with the provisions of laws and regulations. The China Securities Supervisory and Regulatory Commission （hereinafter referred to as “CSSRC”） shall be the supervising and administering agency of the SCSC and supervise specific activities relating to the issuance and trading of securities in accordance with the provisions of laws and regulations.

Article 6 Specific measures with respect to the issuance and trading of special Renminbi denominated shares shall be formulated separately.

A domestic enterprise must obtain approval from the SCSC before it directly or indirectly issue shares abroad or has its shares traded abroad. Specific measures with respect thereto shall be formulated separately.

Chapter II Issuance of Shares

Article 7 Only companies limited by shares qualified to issue shares may issue shares.

Companies limited by shares referred to in the preceding paragraph include both already established companies limited by shares and companies limited by shares that have obtained approval but yet to be established.

Article 8 To establish a company limited by shares and to apply for the issue of shares to the public， the following conditions must be satisfied：

1. Its production and operations are in compliance with the industrial policies of the state；

2. Only one class of common shares are to be issued， with equal rights attaching to the same shares；

3. Shares subscribed for by promoters shall not represent less than 35% of the total capital that the company intends to issue；

4. Of the total amount of capital that the company intends to issue， the promoters shall subscribe not less than Renminbi 30，000，000 yuan， except where national regulations provide otherwise；

5. The shares to be offered to the public shall represent not less than 25% of the total amount of capital that the company intends to issue， and the amount of capital that employees of the company subscribe for shall not exceed 10% of the total amount of capital to be offered to the public； where the total amount of capital that the company intends to issue exceeds Renminbi 400，000，000 yuan， the CSSRC may， in accordance with relevant provisions and the circumstances， reduce the proportion to be offered to the public， provided， however， that the amount issued to the public shall not be less than 10% of the total amount of capital that the company plans to issue；

6. The promoters have not engaged in serious illegal activities in the prior three years；

7. Other conditions that the SCSC may impose.

Article 9 If an existing enterprise that is to be restructured as a company limited by shares applies to issue shares to the public， it shall meet the following conditions in addition to those enumerated under Article 8：

1. At the end of the year preceding the issuance， net assets shall account for at least 30% of the total assets， intangible assets shall be not more than 20% of the total assets， except where the SCSC provides otherwise； and

2. It shall have shown a profit in each of the most recent three consecutive years.

If an existing state-owned enterprise is to be restructured as a company limited by shares and issue shares to the public， the proportion of the state-owned capital to the total amount of capital that the company proposes to issue shall be provided for by the State Council or a department authorized by the State Council.

Article 10 A company limited by shares that applies to issue shares to the public for the purpose of increasing its capital shall meet the following conditions in addition to those enumerated in Article 8 and 9 hereof：

1. The proceeds raised from any immediately preceding public issuance of shares shall have been used in compliance with the description in the prospectus concerning the use of proceeds and the use of such proceeds shall have obtained satisfactory results；

2. Not less than twelve months shall have elapsed since the preceding public issuance of shares；

3. There shall have been no serious illegal activities during the period from the preceding public issuance of shares to the subject application； and

4. Other conditions that the SCSC may impose.

Article 11 A company that has raised capital by private placement that applies to issue shares to the public shall meet the following conditions in addition to those enumerated in Article 8 and 9 hereof：

1. The funds raised by private placement shall have been used in compliance with the description in the prospectus concerning the use of proceeds and the use of such proceeds shall have obtained satisfactory results；

2. Not less than twelve months shall have elapsed since the preceding private placement of shares；

3. There shall have been no serious illegal activities during the period from the preceding placement of shares to the subject application；

4. Stock purchase warrants for staff and employees shall have been distributed in accordance with the prescribed scope by the state and in centralized custody of the securities dealing institution prescribed by the state； and

5. Other conditions that the SCSC may impose.

Article 12 An application to issue shares to the public shall be made in accordance with the following procedure：

1. The applicant shall retain professionals such as an accounting firm， an asset valuation institution and a law firm， to review and evaluate its credit history， assets and financial status and to issue legal opinions with respect to related matters. Thereafter， it shall， in accordance with the applicable jurisdiction， file an application to issue shares to the public with the People's Governments of the province， autonomous region， municipality directly under the Central Government or municipality listed separately under State plan （hereinafter referred to as the “Local Governments”）， or with the department in charge of central enterprises；

2. Within the scope of permitted share issuances designated by the state， Local Governments shall review for approval share issuance applications of local enterprises and the departments in charge of central enterprises shall review for approval the applications of central enterprises after consultation with the Local Government of the place where the applicant is located； the Local Government or the department in charge of central enterprises shall， within thirty business days of the receipt of the shares issuance application， render a decision after review and shall send a copy of the decision to the SCSC；

3. The approved issuance application shall be submitted to the CSSRC for review. The CSSRC shall issue an opinion within twenty business days of its receipt of the review application and a copy of the CSRC opinion shall be transmitted to the SCSC. If approval is granted by the CSSRC after review， the applicant shall file an application with the listing commission of the relevant securities exchange. The shares may be issued only after the relevant listing commission has agreed to the listing of the applicant's shares.

Article 13 Applicants seeking to issue shares to the public shall submit the following documents to the Local Government（s） or the department（s） in charge of central enterprises：

1. an application report；

2. resolutions of the promoters' or shareholders' general meeting approving the issuance of shares to the public；

3. approval documentation with respect to the establishment of the company limited by shares；

4. the business license of the company limited by shares or a registration certificate evidencing the subscription for and establishing of the company limited by shares， issued by the administration for industry and commerce；

5. the articles of association or the draft articles of association of the company；

6. the share prospectus；

7. a feasibility study concerning the use of proceeds； in the case of the fixed asset investment project requiring state provided capital or other conditions， an approval document from the relevant department of the state evidencing agreement with the capital investment project proposal shall also be submitted；

8. audited financial statements for the most recent three years or the period since its establishment accompanied by an audit report signed by more than two certified accountants （in addition to the auditing firm） and sealed by the respective firm；

9. a written legal opinion signed by more than two lawyers and sealed by the respective law firm of such lawyers；

10. an asset valuation report signed by more than two professional appraisers and sealed by the respective institution of such appraisers and a verification report signed by more than two certified accountants and sealed by the respective accounting firm of such accountants； if state-owned assets are involved， a confirmation document issued by the administrative department in charge of state-owned assets shall also be furnished；

11. the proposed share distribution and the distribution agreement；

12. other documents that the Local Governments or the departments in charge of central enterprises may require.

Article 14 When the approved share issuance application is submitted to the CSSRC for review， the following documents shall be submitted in addition to those enumerated in Article 13 hereof：

1. the document of the Local Government or the department in charge of central enterprises approving the issuance application； and

2. other documents that the CSSRC may require.

Article 15 The prospectus referred to in Article 13 hereof shall be prepared in accordance with the form prescribed by CSSRC and shall address the following matters：

1. the name and domicile of the company；

2. a brief description of the promoter（s） and issuer；

3. the purpose of the funds subscription；

4. the company's current total capital， the classes and total value of the shares that the company proposes to issue in the subject issuance， the par value and sale price per share， the net asset value attributable to each share prior to the issuance and the estimated net asset value attributable to each share on the conclusion of the issuance， distribution expenses and commissions related to the issuance；

5. information regarding share subscriptions by the promoters of the initial issuance， the share rights structure and the verification certifications for the subscriptions；

6. the name of the distributing institutions， the method of distribution and the number of shares to be distributed；

7. the proposed purchasers of the share issuance， the time and place of the share issuance， and the methods for share subscription and payment of purchase；

8. the plan for the use of proceeds and the prediction of profitability and risks；

9. a near-term development plan of the company， and a projection of the following year's profit of the company， audited by a certified accountant and for which such accountant has issued an audit opinion；

10. major contracts；

11. major litigations involving the company；

12. a list of the names and brief biographies of each of the board directors and the supervisors of the company；

13. a description of production and operations for the most recent three years or in the period since the company's establishment and the basic business development situation；

14. audited financial statements of the company for the most recent three years or the period since its establishment accompanied by an audit report signed by more than two certified accountants （in addition to the auditing firm） and sealed by their respective firm；

15. with respect to any company seeking to increase its capital， information on the use of proceeds from any previous public share issue；

16. other matters that the CSSRC requires to be addressed.

Article 16 The cover of the share prospectus shall set forth the following： “THE ISSUER HEREBY WARRANTS THE TRUTHFULNESS， ACCURACY AND COMPLETENESS OF THE CONTENTS OF THIS SHARE PROSPECTUS. NO DECISION MADE BY THE GOVERNMENT OR ANY STATE SECURITIES REGULATORY DEPARTMENT CONCERNING THIS ISSUANCE INDICATES THAT SUCH BODIES HAVE SUBSTANTIVELY PASSED UPON OR WARRANTED THE VALUE OF THE SHARES BEING OFFERED BY THE ISSUER OR ANY POTENTIAL GAIN TO THE INVESTORS.”

Article 17 All the promoters or directors and the principal distributors shall sign the share prospectus， warranting that the share prospectus contains no false or seriously misleading statements or important omissions and that such persons will be jointly and severally liable for the same.

Article 18 In performing their duties， the certified accountants and their firms， professional appraisers and their institutions and lawyers and their firms that issue documents for the issuer shall， in accordance with the recognized business standards and ethics codes of their respective professions， check and verify the truthfulness， accuracy and completeness of the contents of the documents that they have issued.

Article 19 Before a public share issuance has been approved， no person shall disclose in any form the contents of the prospectus. The issuer shall publicize the share prospectus within two to five business days prior to the commencement of the distribution period after the public share issuance has been approved.

The issuer shall provide all subscribers with a prospectus. Institutions distributing securities shall place copies of the prospectus at the place of business and have the obligation to remind the subscribers to read the prospectus.

The prospectus shall be effective for a period of six months， commencing from the date when all of the signatures to the prospectus have been applied. After the prospectus ceases to be effective the share issuance shall be Terminated immediately.

Article 20 Shares being offered to the public shall be distributed by securities dealing institutions. “Distribution” comprehends two methods： underwriting and sales on a best effort basis.

The issuer and the securities dealing institution shall execute a distribution agreement， in which the following matters shall be addressed.

1. the names and domiciles of the parties and the names of their legal representatives；

2. the method of distribution；

3. the types， volume， value and issue price of the shares to be distributed；

4. the distribution period and the commencement and termination dates；

5. the time and method of payment for the distribution；

6. calculation of the distribution expenses， and the method and time of payment therefor；

7. liability for breach of contracts；

8. other matters that need to be agreed upon.

The principles pursuant to which a securities dealing institution collects distribution fees shall be determined by the CSSRC.

Article 21 In distributing the shares， a securities dealing institution shall check the truthfulness， accuracy and completeness of the prospectus and other related materials that are distributed； if it is determined that they contain false or substantially misleading statements or important omissions， no offer invitation or offer may be made； if an offer invitation or an offer has already been made， distribution shall be stopped immediately and appropriate remedial measure shall be taken.

Article 22 Public share issuances， the total par value of which exceeds Renminbi 30，000，000 yuan or the projected total sales price of which may exceed Renminbi 50，000，000 yuan， shall be distributed by a distribution syndicate.

A distribution syndicate shall be made up of two or more distributing institutions. The principal distributor（s） shall be selected by the issuer in accordance with the principle of fair competition and by means of bid invitation or consultation. The principal distributor（s） shall sign a distribution syndicate agreement with the other distributors.

Article 23 If the total par value of the shares to be offered to the public exceeds Renminbi 100，000，000 yuan or the projected total sales price of the shares to be offered to the public may exceed Renminbi 150，000，000， the number of distributors from other localities shall account for a reasonable proportion of the distribution syndicate and the number of shares to be sold in other localities shall account for a reasonable proportion of total sales.

“Other localities” referred to in the preceding paragraph means places other than the province， autonomous region or municipality directly under the Central Government where the issuer is located.

Article 24 The distribution period shall not be less than ten days and more than ninety days.

During the distribution period， the distributing institution must make every effort to sell to subscribers the shares that it has undertaken to sell， and may not keep distributed shares for itself.

Upon the expiration of the distribution period， the then unsold shares shall be disposed of in accordance with the method of underwriting or sale on a best effort basis， respectively， as agreed in the distribution agreement.

Article 25 In issuing share subscription or applications to the public， a distributing institution or its authorized organ may not collect a fee that equals more than the cost of the print of subscription form and issuing expenses. Moreover， such entities may not place a limit on the number of subscription forms distributed.

If the number of shares subscribed for exceeds the total number of shares to be offered， the distributing institutions shall sell the shares in accordance with the principle of fairness and by means of proportional allotments， proportional allotments after cumulative reductions， or by lottery. In case the lottery method is used， the distributing institution shall， under the supervision of the notary public office and in accordance with the prescribed procedures， publicly conduct the lottery form of all the share subscription applications at a given date and sell shares to those whose lots are drawn.

Other than the distributing institutions or their authorized organs， no unit or individual may distribute or resell share subscription applications.

Article 26 Within fifteen business days after the expiration of the share distribution period， the distributing institutions shall submit to the CSSRC a written report on the share distribution.

Article 27 If， after the distribution period expires， the securities dealing institution intends to make to the public （other than the issuer） an offer invitation to buy or an offer to sell， or intends to sell， the issuer's shares in its possession to the public （other than the issuer）， the matter shall be handled in accordance with prescribed procedures， subject to approval by the CSSRC.

Article 28 The provisions of this Chapter shall not apply if an issuer replaces its already issued share certificates with new share certificates， and no direct or indirect expenses are incurred as a result thereof.

Chapter III The Trading of Shares

Article 29 The trading of shares must be conducted at securities exchanges authorized for share trading by the SCSC.

Article 30 A company limited by shares that applies to have its shares traded on a securities exchange shall meet the following conditions：

1. Its shares shall have been already offered to the public；

2. Its total amount of capital after the issuance shall be not less than Renminbi 50，000，000 yuan；

3. Not less than 1，000 shareholders hold individually shares the par value of which is at least Renminbi 1，000 yuan and the total par value of the shares owned by individuals is not less than Renminbi 10，000，000 yuan；

4. The company has a record of profitability over the most recent three consecutive years； in the case of an existing enterprise that is being restructured as a company limited by shares， the existing enterprise shall have had a record of profitability over the most recent three consecutive years， without regard to the newly-established company limited by shares； and

5. Other conditions that the SCSC may impose.

Article 31 A company limited by shares which intends to apply to have its shares traded on a securities exchange and that offers shares to the public and meets the conditions provided in the preceding Article shall apply to the listing commission of the relevant securities exchange； the listing commission shall， within twenty business days upon receipt of the application， make a decision after review and determine the specific time when the applicant may be listed. The approved review document shall be submitted to the CSSRC for the record， with a copy thereof to the SCSC.

Article 32 A company limited by shares that applies for its shares to be traded on a securities exchange shall file the following documents with the listing commission of the securities exchange：

1. the application document；

2. the registration document of the company；

3. the document approving the public issuance of shares；

4. the company's financial statements for the three most recent years or the period since its establishment audited by an accounting firm， accompanied by an audit report signed by more than two certified accountants （in addition to the auditing firm） and sealed by the accounting firm of such accountants；

5. recommendation letter（s） from members of the securities exchange；

6. the most recent prospectus； and

7. other documents that the securities exchange may require.

Article 33 After the shares are approved for trading on a securities exchange， the listing company shall make a listing announcement and publicize the documents listed in Article 32 hereof.

Article 34 In addition to the major items of the prospectus provided for in Article 15 hereof， the contents of the listing announcement shall also include the following matters：

1. the date when approval is granted for the shares to be traded at the securities exchange and the approval document number；

2. information on the share issue， the share rights structure and the names of the ten largest shareholders and the amount of shares they each hold；

3. the resolution of the company's inaugural meeting or a shareholder's general meeting approving the trading of the company's shares on the securities exchange；

4. brief biographies of the directors， supervisors and senior managers and information with respect to their ownership of company shares；

5. documents showing the operating results and financial status of the company over the most recent three years or the period since its establishment and profit projection for the following year； and

6. other matters that the securities exchange may require to be specified.

Article 35 In performing their duties， the certified accountants and their firms， professional appraisers and their institutions and lawyers and their firms that issue documents for the listing company shall， in accordance with the recognized business standards and ethics codes of their respective professions， check and verify the truthfulness， accuracy and completeness of the contents of the documents that they have issued.

Article 36 The transfer of state-owned shares shall be subject to approval by the relevant state authorities， for which specific measures will be formulated separately.

The transfer of state-owned shares may not jeopardize the rights and interests of the state-owned shares.

Article 37 The securities exchanges and institutions administering the safekeeping， clearance， transfer， registration and distribution of securities shall ensure that clients of different localities shall enjoy the same treatment as the clients of the locality of such institutions and shall not be discriminated against or be subjected to restrictions.

Article 38 Any profits made by any company limited by shares' director， supervisor， senior management and a legal person shareholder that owns more than 5% of the voting shares of a company from selling company shares that such person purchased within the six months prior to such sale， or from purchasing company shares that such person sold within the six months prior to such purchase， shall be vested in the company.

The preceding paragraph shall apply to the directors， supervisors and management of a legal person shareholder that owns more than 5% of the voting shares of the company.

Article 39 No person engaged in the securities industry， securities industry regulatory personnel and other persons who are prohibited by the state from buying or selling shares may directly or indirectly own， buy or sell shares except for the approved securities of investment funds.

Article 40 Professionals that issue documents such as audit reports， asset valuation reports and written legal opinions for the issue of the shares may not buy or own the subject shares during the distribution period and for six months after the expiration of such period.

Professionals that issue documents such as audit reports， asset valuation reports and written legal opinions for the listed company may not purchase or hold the shares of the subject company before such documents as the audit report， asset valuation report and written legal opinion become public information； nor may they purchase the shares of the subject company within five business days after such documents become public information.

Article 41 A company limited by shares may not redeem its outstanding shares without approval in accordance with the relevant provisions of the state.

Article 42 Without the approval of the SCSC， no person may trade share options or futures or options or futures on share indexes.

Article 43 No financial institution may provide credit for the trading of shares.

Article 44 Securities dealing institution may not lend the shares of their clients to others or use such shares as security.

Article 45 Any securities dealing institution that has been granted approval to undertake more than two activities， including dealing in securities for its own account， dealing in securities as an agent and the management of investment funds， shall separate the business personnel， funds and accounts for the different activities.

Chapter IV Acquisition of Listed Company

Article 46 No individual may own more than 0.5% of the outstanding common shares of a listed company； any amount in excess of such portion shall be redeemed by the company after it has obtained approval from the CSSRC， at the original purchase price or the then current market price， whichever is lower. However， if an individual's holding more than 0.5% of the outstanding common shares of such company results from the decrease of the total number of the outstanding common shares of such company， then the amount in excess of such portion shall not be redeemed for a reasonable time.

Special Renminbi denominated shares issued by the company and shares issued outside China that are held by individuals of a foreign country or individuals of the Hong Kong， Macao and Taiwan regions are not subject to the 0.5% restrictions set forth in the preceding paragraph.

Article 47 When any legal person directly or indirectly holds 5% of the outstanding common shares of a listed company， it shall， within three business days of the occurrence of such fact， report the same in writing to such company， the securities exchange and the CSSRC and make such occurrence public. However， if a legal person's holding of more than 5% of the outstanding common shares of such company results from the decrease of the total number of the outstanding common shares of such company， then it shall not be subject to the above requirements for a reasonable time.

When a legal person's ownership of the outstanding common shares of a listed company changes up or down by more than 2% of the total number of such shares after it has held more than 5% of such outstanding shares， it shall， within three business days of the occurrence of such fact， report the same in writing to such company， the securities exchange and the CSSRC and make such occurrence known to the public.

Such legal person may not directly or indirectly make further purchase or sales of such share within two business days after the date it reports in writing and makes an announcement to the public in accordance with the provisions of the preceding paragraph and prior to its written report.

Article 48 When any legal person other than a promoter directly or indirectly owns at least 30% of the outstanding common shares of a listed company， it shall， within forty-five business days of the occurrence of such fact， make an acquisition offer to all shareholders of the company， to buy their shares for cash at a price equal to the highest of the following：

1. the highest price paid by the acquisition offer or for such shares in the 12 months prior to its making of the acquisition offer； and

2. the average market price of such shares for the thirty business days prior to the making of the acquisition offer.

Holders referred to in the preceding paragraph are prohibited from making further purchases of such shares before they make the acquisition offer.

Article 49 Before it makes the acquisition offer， the acquisition Offer or shall report in writing to the CSSRC about the intended acquisition； simultaneous with the acquisition offer， it shall provide the offerees and the relevant securities exchange with a statement about itself and all information relating to such offer and shall guarantee that the materials are true， accurate， complete and not misleading.

The acquisition offer shall remain valid for not less than thirty business days， commencing from the date the acquisition offer is given. The acquisition offer or may not withdraw its acquisition offer within thirty business days after the giving of the acquisition offer.