股票发行与交易管理暂行条例（二）

Article 51 The acquisition shall fail if， at the expiration of the acquisition offer， the number of common shares that the acquisition offer or holds does not equal at least 50% of the outstanding common shares of the company； other than new acquisition offers made by such offeror， the outstanding common shares of the company thereafter that he purchases may not exceed 5% of the total outstanding common shares of the company.

If， at the expiration of an acquisition offer， the acquisition offer or holds more than 75% of the total outstanding common shares of such company， such company shall terminate trading on the relevant securities exchange.

If the acquisition offer or offers to purchase less than the total number of shares which the offerees have agreed to sell into the offer， the acquisition offer or shall purchase such shares pro rata from all offerees that have accepted the acquisition offer.

If， at the expiration of the acquisition offer， the acquisition offeror holds up to 90% the total common shares of such company， the remaining shareholders shall be entitled to sell their shares to the acquisition offeror on the same terms.

Article 52 If， after the acquisition offer has been given， there is any change in the key terms of the offer， the acquisition offeror shall immediately notify all the offerees of such change， through a press conference， by newspaper or by other means of communication.

During the offer period and for thirty business days after the expiration of the offer， the acquisition offeror may not purchase the subject shares on any terms other than those provided for in the offer.

Offerees that have accepted a compulsory offer shall have withdrawal rights prior to the expiration of the acquisition offer.

Chapter V Safekeeping， Clearance and Transfer

Article 53 All issued shares shall be registered shares. The issuer may issue book entry shares and may also issue shares represented by physical certificates. The register for book entry shares shall be placed in safekeeping with an institution designated by the CSSRC. Shares represented by physical certificates， if kept together， shall also be placed in safekeeping with an institution designated by the CSSRC.

Article 54 Without the written consent of the holder of the subject shares， the institution keeping the share certificates may not lend the shares of such holder to other persons or pledge them as security.

Article 55 The securities clearance institution shall， in accordance with the principle of convenience， security and fairness， formulate the operational rules and internal administrative rules with respect to share clearance and transfer.

The securities clearance institution shall accept new member in accordance with the principle of fairness.

Article 56 The institutions responsible for the safekeeping， clearance， transfer and registration of securities shall be subject to the supervision and regulation of the CSSRC.

Chapter VI Disclosure of Listed Companies

Article 57 A listed company shall furnish the CSSRC and relevant securities exchange with the following documents：

1. an interim report furnished within sixty days following the end of the first six months of each financial year； and

2. an annual report audited by a certified accountant， submitted within one hundred and twenty days after the end of each financial year.

The interim report and annual report must comply with state accounting principles and the relevant provisions of the CSSRC. They each shall be signed by an authorized director or manager and shall be sealed by the listed company.

Article 58 The interim report referred to in Article 57 hereof shall include the following：

1. the company's financial report；

2. the company management's analysis of the financial situation and operating results of the company；

3. major litigations relating to the company；

4. any change in the outstanding shares of the company；

5. important matters that the company has submitted to the voting shareholders for review； and

6. other matters that the CSSRC may require to be specified.

Article 59 The annual report referred to in Article 57 hereof shall include the following contents：

1. basic information on the company；

2. basic information on the primary products or services of the company；

3. basic information on the company's industry；

4. basic information on the assets and property of the company， such as important factories， mines and real property；

5. information on the outstanding shares of the company， including the names of shareholders who hold 5% or more of the company's outstanding common shares and the names of the ten largest shareholders of the company；

6. the number of shareholders of the company；

7. basic information on the directors， supervisors and senior managers of the company， their ownership of company shares and their remuneration；

8. basic information regarding the corporate structure of the company and its affiliates；

9. an abstract of the company's financial information for the prior three years or the period since its establishment；

10. the company management's analysis of the financial situation and operating results of the company；

11. any changes with respect to the outstanding bonds and/or debentures of the company；

12. major litigations relating to the company；

13. a financial report of the company comparing the two most recent financial years with schedules and notes， audited by a certified accountant； if the listed company is a holding company， there shall also be submitted a consolidated financial report comparing the two most recent years； and

14. other matters that the CSSRC may require to be specified.

Article 60 If there occurs any major event that may have a substantial impact on the market price of the shares of a listed company that the investors are not as yet aware of， the listed company shall immediately submit to the relevant securities exchange and the CSSRC a report on the major event and promulgate and explain the essence of the event to the public. However， if the listed company has adequate reason to believe that the promulgation of such major event to the public will jeopardize the interests of the listed company and the failure to promulgate information with respect to it will not result in a substantial change in the market price of the shares， then， upon approval by the relevant securities exchange， such event needs not be promulgated.

The “major events” referred to in the preceding paragraph shall include the following situations：

1. The company enters into an important contract which may have substantial impact on the assets， liabilities， interests and one or more operational results of the company；

2. Major changes take place in the operational policies or projects of the company；

3. The company makes a major investment or purchases long-term assets for a substantial amount；

4. The company incurs major debts；

5. The company defaults by failing to make payment when due on a major loan；

6. The company suffers a major operational or non-operational loss；

7. The company's assets suffer major damage；

8. Important changes take place with respect to the company's production and operational environment；

9. Newly-promulgated laws， regulations， policies and rules， etc. may have a substantial impact on the operations of the company；

10. The chairman of the board of directors， or more than 30% of the directors， or the general manager， is replaced；

11. The number of common shares of any shareholder holding 5% or more of the outstanding common shares of the company changes up or down by 2% of the total number of the shares；

12. Any major litigation relating to the company； and

13. The company commences liquidation or is placed in bankruptcy.

Article 61 If any information disseminated through any public media may have a misleading impact on the market price of the shares of a listed company， such company shall publicly issue a clarification with respect to such information immediately after it becomes aware of the same.

Article 62 All directors， supervisors and senior management of a listed company who hold common shares of the company shall report their holdings of such shares to the CSSRC， the relevant securities exchange and such company； if there is any change in their holdings， they shall report the same to the CSSRC， the relevant securities exchange and such company within ten business days of such change.

The persons referred to in the preceding paragraph shall have the reporting obligations in accordance with the provisions of this Article for six months after their resignation or relocation.

Article 63 Information required to be promulgated shall be published by a listed company in newspapers and magazines of national circulation designated by the CSSRC.

When a listed company promulgates information in accordance with provisions of the preceding paragraph， it may， at the same time， promulgate the relevant information in local newspapers and magazines designated by the relevant securities exchange.

Article 64 The CSSRC shall promptly publicize the reports， announcements and other documents submitted by a listed company and its directors， supervisors， senior management and shareholders of more than 5% of the outstanding common shares for investor review.

All information required to be disclosed by the CSSRC shall be public information， with the exception of the following：

1. protected trade secrets， the non-disclosure of which is permitted by laws or regulations；

2. non-public information and documents that the CSSRC acquires in the course of investigating illegal activities； and

3. other information and documents the non-disclosure of which is permitted in accordance with the provisions of relevant laws or regulations.

Article 65 Any shareholder may authorize another person to exercise on his/her behalf consent or voting rights. However， when any person attempts to solicit consent or voting rights from more than twenty-five persons， the provisions of the CSSRC concerning information disclosure and the submission of reports shall be complied with.

Article 66 In addition to the submission to the CSSRC and the relevant securities exchange of the reports， announcements， information and documents provided in this Chapter， a listed company shall also submit the related reports， announcements， information and documents in accordance with all provisions of the relevant securities exchange and shall publicize them to all shareholders.

Article 67 The provisions of Articles 57-65 hereof shall apply to companies limited by shares that have issued on to the public but have not had their shares traded on a securities exchange.

Chapter VII Investigation and Sanctions

Article 68 The CSSRC shall have the right， by itself or jointly with the relevant state authorities， to conduct investigation of any unit or individual that violates the provisions of these regulations； serious cases shall be investigated under the direction of the SCSC.

Article 69 The CSSRC may inspect the business activities of securities dealing institutions.

Article 70 A company limited by shares that violates the provisions of these regulations by committing one of the following acts shall， in accordance with the circumstances， be given one or a combination of the following sanctions： warning， compulsory recession of the share capital raised illegally， confiscation of illegal income or fine； when the circumstances are serious， the company shall be suspended from issuing shares：

1. the issuance or the issuance in a disguised form of shares without approval；

2. approval to issue shares or to trade on a securities exchange obtained by fraud or other improper means；

3. failure to issue shares in accordance with the prescribed method and scope or selling shares after the share prospectus ceases to be effective； and

4. the redemption of outstanding shares without approval.

The directors， supervisors and senior management of the company limited by shares that are directly responsible for the acts enumerated in the preceding paragraph shall be given a warning or fined an amount of more than 30，000 yuan and under 300，000 yuan.

Article 71 A securities dealing institution that violates the provisions of these regulations by committing one of the following acts shall， in accordance with circumstances， be given one or a combination of the following sanctions： warning， confiscation of the shares acquired illegally and other illegal income， or a fine； when the circumstances are serious， the institution's securities dealing business shall be restricted or temporarily suspended or its business license for dealing in securities shall be canceled：

1. failure to sell the shares in accordance with the prescribed time， procedures and method；

2. failure to distribute the share subscription applications in accordance with the relevant provisions；

3. lending clients' shares to other parties or pledging them as security；

4. collecting unreasonable commissions and other fees；

5. buying or selling shares for its own account in the name of its clients；

6. appropriating the deposits of clients；

7. sharing the profits or the losses from the trading of shares with clients or guaranteeing to the clients that losses will be avoided when buying or selling shares as an agent of the clients； and

8. providing borrowed money for the trading of shares.

The securities dealing institution's leading personnel responsible， and other personnel directly responsible， for the acts enumerated in the preceding paragraph shall be given a warning or fined an amount of more than 30，000 yuan but less than 300，000 yuan.

Article 72 If insiders and other personnel who obtain inside information by inappropriate means violate the provisions of these regulations by disclosing inside information， buying or selling shares or tipping other persons on the buying or selling of shares on the basis of inside information， they shall， in accordance with the circumstances， have the illegally acquired shares and other illegal income confiscated and in addition shall be fined more than 50，000 yuan but less than 500，000 yuan.

If securities industry personnel， the regulatory personnel of the securities industry and other personnel prohibited by the state from buying or selling shares violate the provisions of these regulations by directly or indirectly owning or buying or selling shares， they shall， in addition to being ordered to sell the shares that they own within a specified time limit and in accordance with the circumstances， be given one or a combination of the following sanctions： warning， confiscation of illegal income， and a fine of more than 5，000 yuan but less than 50，000 yuan.

Article 73 If an accounting firm， an appraisal institution or a law firm violates the provisions of these regulations by issuing documents with false or seriously misleading contents or major omissions， it shall， in accordance with the circumstances， be given one or a combination of the following sanctions： warning， confiscation of illegal income， and fines； if the circumstances are serious， its securities connected business shall be temporarily suspended or its license permitting it to undertake securities related activities canceled.

Any certified accountants， professional appraisers or lawyers directly responsible for the acts enumerated in the preceding paragraph may be given a warning or fined more than 30，000 yuan but less than 300，000 yuan， if the circumstances are serious， such professionals' qualification to engage in the securities business shall be terminated.

Article 74 Any unit or individual that violates the provisions of these Regulations by committing any one of the following acts shall， in accordance with the circumstances， be given one or a combination of the following sanctions： warning， confiscation of the illegally-acquired shares and other illegal income， and a fine：

1. trading shares at place（s） other than a securities exchange which the SCSC has approved as a site where shares may be traded；

2. making false or seriously misleading statements or omissions of important information in the course of issuing and trading shares；

3. manipulating stock market prices through conspiracy or pooling， or influencing the issuance and trading of shares by spreading rumors and similar means；

4. acting in collaboration with other persons to make sham purchases and sales without transferring ownership or effective control of the shares for the purpose of creating false share prices；

5. disturbing the order of the stock market by selling or offering to sell shares not held；

6. extorting or forcing the purchase or sale of shares or assisting other persons in buying or selling shares by taking advantage of one's office or by other improper means；

7. trading options and futures of shares or of a share index without approval；

8. failure to perform the reporting， publicizing and promulgation of the relevant documents and information；

9. forging， altering or destroying the business records， accounting ledgers and other documents related to the issuance and trading of shares； and

10. participating in other illegal issuances and trading of shares and similar activities；

A company limited by shares that commits any of the acts referred to in the preceding paragraph may be suspended from issuing shares if the circumstances are serious； a securities dealing institution that commits any of the acts referred to in the preceding paragraph may have its securities dealing operations restricted or suspended or have its business license for securities dealing canceled.

Article 75 The sanctions provided for under Articles 70， 71， 72 and 74 hereof shall be determined by a SCSC-designated authority； sanctions for major cases shall be submitted to the SCSC for determination. The sanctions provided for in Article 73 hereof shall be determined by the relevant departments in accordance with the scope of their power.

Article 76 Any listed company or securities exchange or other self-regulatory organs of the securities industry's member units or employees that violate the provisions of these Regulations shall， in addition to being subject to administrative sanctions in accordance with the provisions of these Regulations， be punished by the securities exchange or other self-regulatory organs of the securities industry in accordance with their articles of association or self-regulating rules.

Article 77 Violations of the provisions of these Regulations that cause damages to other persons shall make the violators liable to pay civil compensation.

Article 78 Violations of these Regulations which constitute criminal acts shall be investigated for criminal liability in accordance with the law.

Chapter VIII Arbitration of Disputes

Article 79 With respect to any dispute relating to the issuance or trading of shares， the parties may， in accordance with the provisions of their agreement， apply to an arbitration organ for mediation or arbitration.

Article 80 A dispute between securities dealing institutions or between a securities dealing institution and a securities exchange arising from the issuance or trading of shares shall be resolved through mediation or arbitration under the auspices of an arbitration organ that has been established with the approval of the SCSC or is designated by the SCSC.

Chapter IX Supplementary Articles

Article 81 The following terms used in these Regulations shall have the following meanings：

1. “Shares” means the transferable written certificates issued by a company limited by shares indicating that its shareholders enjoy rights and bear obligations in accordance with the shares held by such shareholders.

“Book entry shares” means the written register that the issuer has produced in accordance with the uniform form provided for by the CSSRC and that records the interests of the shareholders.

“Shares in the form of physical certificates” means written shares certificates that the issuer has uniformly printed at a CSSRC-designated printing institution.

2. “Outstanding common shares” shall mean the common share capital of the company other than treasury shares.

3. “Public issue” or “issue to the public” shall mean the making of offer invitations， offers or sales with respect to the issuer's shares that the issuer makes to the public （other than the issuer itself） through securities dealing institutions.

4. “Distribute” or “distribution” shall mean the act whereby a securities dealing institution distributes the issuer's shares by means of underwriting or sales on a best efforts basis.

5. “Distributing institution” shall mean a securities dealing institution that sells the issuer's shares by means of underwriting or sale on a best effort basis.

6. “Underwrite” or “underwriting” shall mean the method of distribution whereby the securities dealing institution shall purchase all of the unsold shares upon the expiration of the issuing period.

7. “Sale or sell on a best effort basis” shall mean the method of distribution whereby the securities dealing institution shall return all the unsold shares to the issuer or underwriter upon the expiration of the issuing period.

8. “Promulgate” shall mean the act whereby the documents that should be disclosed in accordance with the provisions of these Regulations are published in newspapers and magazines designated by the CSSRC.

9. “Publicize” shall mean the act whereby the documents that should be disclosed in accordance with the provisions of these Regulations are placed at the business offices of the issuer and its securities distributing institution and at the CSSRC， for review and examination by the investors.

10. “Offer” shall mean the oral or written expression made to private places or non- private offerees to buy or sell certain shares.

11. “Offer invitation” shall mean any expression that advises other persons to make an offer to the person that makes the invitation.

12. “Preliminary acceptance” shall mean the preliminary expression of acceptance by the offeree of an offer， which shall not constitute an acceptance prior to the expiration of the offer.

13. A “listed company” shall mean a company limited by shares the shares of which have been approved to be traded on a securities exchange.

14. “Insiders” shall mean any person that has access to or can acquire inside information because of its holdings of the issuer's shares， or because of its position as a director， supervisor or senior manager of the issuer or of the enterprises that have close connections with the issuer， or because of its membership， managerial position， supervisory role or professional connection， or because it performs duties as an employee or professional advisor.

15. “Inside information” shall mean important information which may have an impact on the market price， of which the relevant issuer， securities dealing institutions， legal persons intending to complete an acquisition， securities supervisory and regulatory organs， self-regulatory organs of the securities industry and the personnel that have close connections with them have knowledge and which has not yet been made public.

16. A “securities exchange” shall mean a securities exchange or a securities trading quotation system which has been established after approval for the trading of shares.

17. “Regulatory personnel of the securities industry” shall mean the staff of the regulatory departments and the self-regulatory organs of the securities industry.

18. “Securities industry personnel” shall mean the staff of the institutions that issue and trade shares and undertake other related businesses.

Article 82 The regulations for the administration of securities dealing institutions and securities exchanges shall be formulated separately. These regulations shall not apply to shares owned by the internal staff and employees of an issuer.

Article 83 The SCSC shall be responsible for the interpretation of these Regulations.

Article 84 These Regulations shall come into effect as of the date of their promulgation.